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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549
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SCHEDULE 13G/A
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Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
SIRVA, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
82967Y 10 4
(CUSIP Number)
December 31, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 82967Y 10 4 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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1 See Item 4(c), below.
2 Based on 73,548,844 shares outstanding.
2
CUSIP No. 82967Y 10 4 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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1 See Item 4(c), below.
2 Based on 73,548,844 shares outstanding.
3
CUSIP No. 82967Y 10 4 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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1 See Item 4(c), below.
2 Based on 73,548,844 shares outstanding.
4
CUSIP No. 82967Y 10 4 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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3 See Item 4(c), below.
2 Based on 73,548,844 shares outstanding.
5
CUSIP No. 82967Y 10 4 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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3 See Item 4(c), below.
2 Based on 73,548,844 shares outstanding.
6
CUSIP No. 82967Y 10 4 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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3 See Item 4(c), below.
2 Based on 73,548,844 shares outstanding.
7
Item 1. |
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(a) |
Name of Issuer |
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(b) |
Address of Issuer's
Principal Executive Offices Westmont, Illinois 60559 |
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Item 2. |
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(a) |
Name of Person Filing CD&R Associates V Limited Partnership (Associates V LP) CD&R Investment Associates II, Inc. (Investment Associates II) Clayton, Dubilier & Rice Fund VI Limited Partnership (Fund VI) CD&R Associates VI Limited Partnership (Associates VI LP) CD&R Investment Associates VI, Inc. (Investment Associates VI, each of Fund V, Associates V LP, Investment Associates II, Fund VI, Associates VI LP and Investment Associates VI, a Reporting Person and together, the Reporting Persons) |
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(b) |
Address of Principal
Business Office or, if none, Residence |
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(c) |
Citizenship Associates V LPCayman Islands Investment Associates IICayman Islands Fund VICayman Islands Associates VI LPCayman Islands Investment Associates VICayman Islands |
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(d) |
Title of Class of
Securities |
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(e) |
CUSIP Number |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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N/A |
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Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned: See below. |
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(b) |
Percent of class: See below. |
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(c) |
Number of shares as to which the person has: (i) sole power to vote or direct the vote, (ii) shared power to vote or direct the vote, (iii) sole power to dispose or direct the disposition of, (iv) shared power to dispose or direct the disposition of: |
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As of the date of this report, each of the Reporting Persons owned of record the number and percentage of issued and outstanding shares of common stock of SIRVA, Inc. (the Shares) listed opposite its name:
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Amount Owned of Record |
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Percent of Class (2) |
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Fund V |
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17,085,837 shares |
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23.34 |
% |
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Associates V LP |
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0 shares |
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% |
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Investment Associates II |
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0 shares |
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% |
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Fund VI |
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7,102,498 shares |
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9.66 |
% |
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Associates VI LP |
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0 shares |
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% |
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Investment Associates VI |
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0 shares |
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% |
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a) Fund V is a private investment fund. Associates V LP is the general partner of Fund V. Investment Associates II is the managing general partner of Associates V LP.
b) By virtue of its position as a general partner of Fund V, Associates V LP may be deemed to be a beneficial owner of all of the Shares in which Fund V has beneficial ownership.
c) By virtue of its position as the managing general partner of Associates V LP, Investment Associates II may be deemed to be the beneficial owner of all of the Shares in which Fund V has beneficial ownership.
d) Fund VI is a private investment fund. Associates VI LP is the general partner of Fund VI. Investment Associates VI is the general partner of Associates VI LP.
e) By virtue of its position as general partner of Fund VI, Associates VI LP may be deemed to be the beneficial owner of all of the shares of which Fund VI has beneficial ownership.
f) By virtue of its position as general partner of Associates VI LP, Investment Associates VI may be deemed to be the beneficial owner of all of the shares of which Fund VI has beneficial ownership.
g) Fund V, Associates V LP and Investment Associates II may be deemed to share the power to vote or to direct the vote and to dispose or direct the disposition of the 17,085,837 Shares, or 23.34% of the issued and outstanding Shares, held by Fund V. |
2 Based on 73,548,844 shares outstanding.
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h) Fund VI, Associates VI LP and Investment Associates VI may be deemed to share the power to vote or to direct the vote and to dispose or direct the disposition of the 7,102,498 Shares, or 9.66% of the issued and outstanding Shares, held by Fund VI.
i) Each of Associates V LP and Investment Associates II expressly disclaims beneficial ownership of all of the Shares owned by Fund V and Fund VI.
j) Each of Associates VI LP and Investment Associates VI expressly disclaims beneficial ownership of the Shares owned by Fund VI and Fund V.
k) Each of Fund V and Fund VI expressly disclaims beneficial ownership of the Shares owned by the other. |
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Item 5. |
Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. |
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N/A |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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See Item 4 above. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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N/A |
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Item 8. |
Identification and Classification of Members of the Group |
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See Item 4 above and Exhibit 99.1 attached hereto. |
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Item 9. |
Notice of Dissolution of Group |
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N/A |
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Item 10. |
Certification |
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N/A |
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 17, 2005 |
CLAYTON, DUBILIER & RICE FUND V LIMITED PARTNERSHIP |
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By: |
CD&R Associates V Limited Partnership, its general partner |
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By: |
CD&R Investment Associates II, Inc., its managing general partner |
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By: |
/s/ Theresa A. Gore |
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Name: Theresa A. Gore |
Dated: March 17, 2005 |
CD&R ASSOCIATES V LIMITED PARTNERSHIP |
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By: |
CD&R Investment Associates II, Inc., its managing general partner |
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By: |
/s/ Theresa A. Gore |
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Name: Theresa A. Gore Title: Vice President and Treasurer |
Dated: March 17, 2005 |
CD&R INVESTMENT ASSOCIATES II, INC. |
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By: |
/s/ Theresa A. Gore |
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Name: Theresa A. Gore Title: Vice President and Treasurer |
Dated: March 17, 2005 |
CLAYTON, DUBILIER & RICE FUND VI LIMITED PARTNERSHIP |
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By: |
CD&R Associates VI Limited Partnership, its general partner |
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By: |
CD&R Investment Associates VI, Inc., its general partner |
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By: |
/s/ Theresa A. Gore |
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Name: Theresa A. Gore |
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Dated: March 17, 2005 |
CD&R ASSOCIATES VI LIMITED PARTNERSHIP |
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By: |
CD&R Investment Associates VI, Inc., its managing general partner |
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By: |
/s/ Theresa A. Gore |
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Name: Theresa A. Gore Title: Vice President and Treasurer |
Dated: March 17, 2005 |
CD&R INVESTMENT ASSOCIATES VI, INC. |
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By: |
/s/ Theresa A. Gore |
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Name: Theresa A. Gore Title: Vice President and Treasurer |
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