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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Multiple and Variable Vote Restricted Conv. Common Stock | $ 0 (1) | 11/09/2005 | S | 3,762,713 | 11/09/2005 | (2) | Ordinary Common Stock | 3,762,713 | $ 28.18 | 0 (3) | D | ||||
Multiple and Variable Vote Restricted Conv. Common Stock | $ 0 (1) | 11/09/2005 | S | 3,762,713 | 11/09/2005 | (2) | Ordinary Common Stock | 3,762,713 | $ 28.18 | 0 (3) | I | By Magellan Holdings LP (4) | |||
Multiple and Variable Vote Restricted Conv. Common Stock | $ 0 (1) | 11/09/2005 | S | 3,762,713 | 11/09/2005 | (2) | Ordinary Common Stock | 3,762,713 | $ 28.18 | 0 (3) | I | By Magellan Holdings LP (5) | |||
Multiple and Variable Vote Restricted Conv. Common Stock | $ 0 (1) | 11/09/2005 | S | 3,762,713 | 11/09/2005 | (2) | Ordinary Common Stock | 3,762,713 | $ 28.18 | 0 (3) | I | By Magellan Holdings LP (6) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MAGELLAN HOLDINGS LP C/O ONEX INVESTMENT CORP., 712 FIFTH AVENUE NEW YORK, NY 10019 |
Former 10% Owner | |||
Onex Partners GP LP C/O ONEX INVESTMENT CORP., 712 FIFTH AVENUE NEW YORK, NY 10019 |
Former 10% Owner | |||
ONEX CORP 161 BAY STREET, 49TH FLOOR, P.O. BOX 700 TORONTO, ONTARIO CANADA M5J2S1 |
Former 10% Owner | |||
SCHWARTZ GERALD W C/O ONEX CORPORATION, 161 BAY STREET, 49TH FLOOR, P.O. BOX 700 TORONTO, ONTARIO CANADA M5J2S1 |
Former 10% Owner |
/s/ Anthony Munk, Vice President of Onex Partners GP Inc., the general partner of Onex Partners GP LP, the general partner of Magellan Holdings LP | 11/10/2005 | |
**Signature of Reporting Person | Date | |
/s/ Robert M. Le Blanc, President of Onex Partners GP Inc., the general partner of Onex Partners GP LP | 11/10/2005 | |
**Signature of Reporting Person | Date | |
/s/ Donald Lewtas, Authorized Signatory | 11/10/2005 | |
**Signature of Reporting Person | Date | |
/s/ Donald Lewtas, Authorized Signatory for Gerald W. Schwartz | 11/10/2005 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Convertible on a share-for-share basis. |
(2) | No expiration. |
(3) | Pursuant to Item 4(b)(iv) of the Instructions to Form 4, all of the shares benefically owned by Magellan Holdings LP ("Holdings") are reported as benefically owned by each of Onex Corporation ("Onex"), Onex Partners GP LP ("Onex Partners") and Gerald W. Schwartz, notwithstanding the fact that each of Onex, Onex Partners and Mr. Schwartz has a pecuniary interest in less than 100% of the shares beneficially owned by Holdings; by doing so, none of Onex, Onex Partners or Mr. Schwartz concedes that it has a pecuniary interest in 100% of those shares. |
(4) | Onex Partners is the general partner of Holdings. |
(5) | Onex is an indirect investor in Holdings and indirectly owns the general partner of Onex Partners, the general partner of Holdings. |
(6) | Gerald W. Schwartz is the indirect holder of all the issued and outstanding Multiple Voting shares of Onex, which are entitled to elect sixty percent 60% of the members of Onex's Board of Directors and carry such number of votes in the aggregate as represents 60% of the aggregate votes attached to all voting shares of Onex. The indirect interest of Onex is described in footnote 4. Mr. Schwartz disclaims beneficial ownership of the shares reported hereunder. |