UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

SCHEDULE 13G/A

 

 

 

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:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

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

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Clayton, Dubilier & Rice Fund V Limited Partnership

I.R.S. Identification Nos. of above persons (entities only). 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
17,085,837(1)

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
17,085,837(1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
17,085,837(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
23.23%(2)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


1   See Item 4(c), below.

2   Based on 73,548,844 shares outstanding.

 

2



 

CUSIP No.  82967Y 10 4

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
CD&R Associates V Limited Partnership

I.R.S. Identification Nos. of above persons (entities only). 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power 
17,085,837(1)

 

7.

Sole Dispositive Power 
-0-

 

8.

Shared Dispositive Power
17,085,837(1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
17,085,837(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
23.23%2()

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


1   See Item 4(c), below.

2   Based on 73,548,844 shares outstanding.

 

3



 

CUSIP No.  82967Y 10 4

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
CD&R Investment Associates II, Inc.

I.R.S. Identification Nos. of above persons (entities only). 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power 
17,085,837(1)

 

7.

Sole Dispositive Power 
-0-

 

8.

Shared Dispositive Power
17,085,837(1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
17,085,837(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
23.23%(2)

 

 

12.

Type of Reporting Person (See Instructions)
CO

 


1   See Item 4(c), below.

2   Based on 73,548,844 shares outstanding.

 

4



 

CUSIP No.  82967Y 10 4

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Clayton, Dubilier & Rice Fund VI Limited Partnership

I.R.S. Identification Nos. of above persons (entities only). 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power 
7,102,498(3)

 

7.

Sole Dispositive Power 
-0-

 

8.

Shared Dispositive Power
7,102,498(3)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,102,498(3)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.66%(2)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


3  See Item 4(c), below.

2   Based on 73,548,844 shares outstanding.

 

5



 

CUSIP No.  82967Y 10 4

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
CD&R Associates VI Limited Partnership

I.R.S. Identification Nos. of above persons (entities only). 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power 
7,102,498(3)

 

7.

Sole Dispositive Power 
-0-

 

8.

Shared Dispositive Power
7,102,498(3)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,102,498(3)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.66 %(2)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


3   See Item 4(c), below.

2   Based on 73,548,844 shares outstanding.

 

6



 

CUSIP No.  82967Y 10 4

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
CD&R Investment Associates VI, Inc.

I.R.S. Identification Nos. of above persons (entities only). 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power 
7,102,498(3)

 

7.

Sole Dispositive Power 
-0-

 

8.

Shared Dispositive Power
7,102,498(3)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,102,498(3)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.66 %(2)

 

 

12.

Type of Reporting Person (See Instructions)
CO

 


3   See Item 4(c), below.

2   Based on 73,548,844 shares outstanding.

 

7



 

Item 1.

 

(a)

Name of Issuer
SIRVA, Inc.

 

(b)

Address of Issuer's Principal Executive Offices
700 Oakmont Lane

Westmont, Illinois 60559

 

Item 2.

 

(a)

Name of Person Filing
Clayton, Dubilier & Rice Fund V Limited Partnership (“Fund V”)

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”)

 

(b)

Address of Principal Business Office or, if none, Residence
The principal business office of each of the Reporting Persons is located at 1403 Foulk Road, Suite 106, Wilmington, Delaware 19803.

 

(c)

Citizenship
Fund V—Cayman Islands

Associates V LP—Cayman Islands

Investment Associates II—Cayman Islands

Fund VI—Cayman Islands

Associates VI LP—Cayman Islands

Investment Associates VI—Cayman Islands

 

(d)

Title of Class of Securities
Common Stock, par value $0.01 per share, of the issuer

 

(e)

CUSIP Number
82967Y 10 4

 

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:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

 

 

 

N/A

 

8



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

See below.

 

(b)

Percent of class:   

See below.

 

(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:

 

 

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:

 

 

 

 

Amount Owned of Record

 

Percent of Class (2)

 

 

 

Fund V

 

17,085,837 shares

 

23.34

%

 

 

Associates V LP

 

0 shares

 

0

%

 

 

Investment Associates II

 

0 shares

 

0

%

 

 

Fund VI

 

7,102,498 shares

 

9.66

%

 

 

Associates VI LP

 

0 shares

 

0

%

 

 

Investment Associates VI

 

0 shares

 

0

%

 

 

 

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.

 

9



 

 

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.

 

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.

 

 

N/A

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

See Item 4 above.

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

N/A

 

 

Item 8.

Identification and Classification of Members of the Group

 

See Item 4 above and Exhibit 99.1 attached hereto.

 

 

Item 9.

Notice of Dissolution of Group

 

N/A

 

 

Item 10.

Certification

 

N/A

 

10



 

SIGNATURE

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

 

 

 

By:

CD&R Associates V Limited Partnership, its general partner

 

 

 

 

 

By:

CD&R Investment Associates II, Inc., its managing general partner

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Theresa A. Gore

 

 

 

 

 

Name:  Theresa A. Gore
Title:    Vice President and Treasurer

 

Dated: March 17, 2005

CD&R ASSOCIATES V LIMITED PARTNERSHIP

 

 

 

By:

CD&R Investment Associates II, Inc., its managing general partner

 

 

 

 

 

 

 

 

By:

/s/ Theresa A. Gore

 

 

 

 

Name:  Theresa A. Gore

Title:    Vice President and Treasurer

 

 

Dated: March 17, 2005

CD&R INVESTMENT ASSOCIATES II, INC.

 

 

 

By:

/s/ Theresa A. Gore

 

 

 

Name:  Theresa A. Gore

Title:    Vice President and Treasurer

 

 

Dated: March 17, 2005

CLAYTON, DUBILIER & RICE FUND VI LIMITED PARTNERSHIP

 

 

 

By:

CD&R Associates VI Limited Partnership, its general partner

 

 

 

 

 

By:

CD&R Investment Associates VI, Inc., its general partner

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Theresa A. Gore

 

 

 

 

 

Name:  Theresa A. Gore
Title:    Vice President and Treasurer

 

11



 

Dated: March 17, 2005

CD&R ASSOCIATES VI LIMITED PARTNERSHIP

 

 

 

By:

CD&R Investment Associates VI, Inc., its managing general partner

 

 

 

 

 

By:

/s/ Theresa A. Gore

 

 

 

 

Name:  Theresa A. Gore

Title:    Vice President and Treasurer

 

 

Dated: March 17, 2005

CD&R INVESTMENT ASSOCIATES VI, INC.

 

 

 

By:

/s/ Theresa A. Gore

 

 

 

Name:  Theresa A. Gore

Title:    Vice President and Treasurer

 

12