UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Encore Capital Group, Inc.
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(Name of Issuer)
Common Stock ($.01 par value)
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(Title of Class of Securities)
292554102
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(CUSIP Number)
John M. Allen, Esq.
Debevoise & Plimpton
919 Third Avenue
New York, NY 10022
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 25, 2003
-------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.240.13d-1(e), (f) or (g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* 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
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes 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. 292554102 13D
(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Consolidated Press International Holdings Limited
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
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(b)
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(D) OR 2(E)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of the
Bahamas
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Number of Shares (7) SOLE VOTING POWER None
Beneficially Owned --------------------------------------------------------
by Each Reporting (8) SHARED VOTING POWER 5,853,517
Person With --------------------------------------------------------
(9) SOLE DISPOSITIVE POWER None
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(10) SHARED DISPOSITIVE POWER 5,853,517
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 5,853,517
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN [ ]
ROW (11) EXCLUDES CERTAIN SHARES
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN 51.2%
ROW (11)
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(14) TYPE OF REPORTING PERSON HC, CO
Page 2 of 7
CUSIP No. 292554102 13D
(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C.P. International Investments Limited
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
--------------------
(b)
--------------------
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(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(D) OR 2(E)
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of the
Bahamas
--------------------------------------------------------------------------------
Number of Shares (7) SOLE VOTING POWER None
Beneficially Owned --------------------------------------------------------
by Each Reporting (8) SHARED VOTING POWER 5,853,517
Person With --------------------------------------------------------
(9) SOLE DISPOSITIVE POWER None
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER 5,853,517
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 5,853,517
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN [ ]
ROW (11) EXCLUDES CERTAIN SHARES
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN 51.2%
ROW (11)
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON CO
Page 3 of 7
Amendment No. 5 to Schedule 13D
This Amendment No. 5 to Schedule 13D is filed by Consolidated Press
International Holdings Limited ("CPIHL") and C.P. International Investments
Limited ("CPII," and together with CPIHL, the "Reporting Persons") to further
supplement and amend the Schedule 13D originally filed by the Reporting Persons
on February 22, 2000, as supplemented and amended by Amendment No. 1, dated
March 22, 2001, Amendment No. 2, dated August 28, 2001, Amendment No. 3, dated
March 4, 2002, and Amendment No. 4, dated April 18, 2002 (the "Schedule 13D").
Items 1, 2, 3 and 5 are hereby supplemented and amended. Unless otherwise
indicated, all capitalized terms shall have the same meaning as provided in the
Schedule 13D.
Item 1. Security and Issuer.
-------------------
Item 1 is amended in its entirety to read as follows:
The class of equity securities to which this statement relates
is the common stock, par value $.01 per share (the "Common Stock"), of Encore
Capital Group, Inc. (formerly known as MCM Capital Group, Inc.), a corporation
organized under the laws of the State of Delaware (the "Company"), which has its
principal executive offices at 5775 Roscoe Court, San Diego, CA 92123.
Item 2. Identity and Background.
-----------------------
Item 2 is supplemented and amended as follows:
Members of the family of Kerry F. B. Packer (an Australian
citizen), or trusts established for their benefit, beneficially own CPIHL.
The names, addresses and citizenship of the directors and
executive officers of CPIHL are set forth in Schedule 1 attached hereto and
incorporated herein by reference.
To the best of the knowledge of the Reporting Persons, during
the last five years, none of the persons named in Schedule 1 hereto has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
is or has been subject to any civil judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Page 4 of 7
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Item 3 is supplemented by adding the following:
On August 25, 2003, the Nominee Agreement whereby Peter Nigel
Stewart Frazer appointed CPII as his nominee and granted voting and investment
power over his 345,879 shares of Issuer's Common Stock to CPII was terminated by
CPII and Mr. Frazer.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 is amended in its entirety to read as follows:
(a) Pursuant to Rule 13d-3 of the Exchange Act, each of CPII and CPIHL may
be deemed the beneficial owners of 5,853,517 shares of Common Stock, including
1,853,517 shares of Common Stock directly owned by CPII, and 4,000,000 shares of
Common Stock issuable on conversion of the Series A preferred stock. Assuming
conversion of the Series A preferred stock into 4,000,000 shares of the
Company's Common Stock, the aggregate holdings of CPII and CPIHL constitute
approximately 51.2% of the Company's outstanding shares of Common Stock
(computed on the basis of 7,434,633 shares of Common Stock currently
outstanding, as reported in the Company's Form 10Q, filed with the Securities
and Exchange Commission on August 13, 2003).
(b) CPII and CPIHL each share voting and dispositive power with respect to
the 1,853,517 shares of Common Stock and, assuming conversion of the 400,000
shares of Series A preferred stock directly owned by CPII, would share voting
and dispositive power with respect to the 4,000,000 shares of Common Stock
issuable on conversion.
(c) On August 25, 2003, the Nominee Agreement whereby Peter Nigel Stewart
Frazer appointed CPII as his nominee and granted voting and investment power
over his 345,879 shares of Issuer's Common Stock to CPII was terminated by CPII
and Mr. Frazer.
(d) Not applicable.
(e) Not applicable.
Page 5 of 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement with respect
to the undersigned is true, complete and correct.
Date: August 25, 2003
Consolidated Press International Holdings Limited
By /s/ Michael Karagiannis
-----------------------------------
Name: Michael Karagiannis
Title: Director
C.P. International Investments Limited
By /s/ David Barnett
-----------------------------------
Name: David Barnett
Title: Director
Page 6 of 7
SCHEDULE 1
EXECUTIVE OFFICERS AND DIRECTORS
CONSOLIDATED PRESS INTERNATIONAL HOLDINGS LIMITED
The names of the members of the board of directors and executive officers
of Consolidated Press International Holdings Limited, addresses and citizenship
are set forth below:
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1. NAME 2. CITIZENSHIP 3. RESIDENCE OR BUSINESS ADDRESS
---------------------- ------------------ -----------------------------------
Kerry F.B. Packer Australia 3rd Floor, 54 Park Street,
Sydney, Australia
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Michael Karagiannis Australia 3rd Floor, 54 Park Street,
Sydney, Australia
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Page 7 of 7