-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HM11HqMDP1lmCZZzR667oYKRXysjSQGk+0RMO8mimKLYu27l9vZZRXRJZ8CHearK Ue4DQtXyNffu2g4EwiLA2A== 0000891836-05-000471.txt : 20051129 0000891836-05-000471.hdr.sgml : 20051129 20051129172307 ACCESSION NUMBER: 0000891836-05-000471 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051129 DATE AS OF CHANGE: 20051129 GROUP MEMBERS: MARY E. WEST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WEST CORP CENTRAL INDEX KEY: 0001024657 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 470777362 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49657 FILM NUMBER: 051232804 BUSINESS ADDRESS: STREET 1: 11808 MIRACLE HILLS DR CITY: OMAHA STATE: NE ZIP: 68154 BUSINESS PHONE: 4025717700 MAIL ADDRESS: STREET 1: 11808 MIRACLE HILLS DR. CITY: OMAHA STATE: NE ZIP: 68154 FORMER COMPANY: FORMER CONFORMED NAME: WEST TELESERVICES CORP DATE OF NAME CHANGE: 19961010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEST GARY L CENTRAL INDEX KEY: 0001032782 IRS NUMBER: 470777362 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WEST TELESERVICE CORP STREET 2: 9910 MAPLE ST CITY: OMAHA STATE: NE ZIP: 68314 BUSINESS PHONE: 4029631500 MAIL ADDRESS: STREET 1: WEST CORPORATION STREET 2: 11808 MIRACLE HILLS DRIVE CITY: OMAHA STATE: NE ZIP: 68154 SC 13D/A 1 sc0241.txt SCHEDULE 13D, AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (RULE 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) West Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 952355105 ------------------------ (CUSIP Number) Gary L. West West Corporation 11808 Miracle Hills Drive Omaha, NE 68154 (402) 963-1200 with a copy to Andrew D. Soussloff, Esq. Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 (212) 558-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 29, 2005 --------------- (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 Rule 13d-1(e), 13d-1(f), or 13d-1(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 Rule 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 purpose of Section 18 of the Securities Exchange Act of 1934 (the "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). (Page 1 of 6 Pages) CUSIP NO. 952355105 PAGE 2 OF 6 PAGES - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Gary L. West - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF -0- SHARES --------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH 40,462,363 REPORTING --------------------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH -0- --------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 40,462,363 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,462,363 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON) IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE 2 OF 6 PAGES CUSIP NO. 952355105 PAGE 3 OF 6 PAGES - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Mary E. West - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF -0- SHARES --------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH 40,462,363 REPORTING --------------------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH -0- --------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 40,462,363 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,462,363 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON) IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE 3 OF 6 PAGES Item 1. Security and Issuer. This Amendment No. 3 to Schedule 13D relates to the Schedule 13D filed on February 22, 2001, Amendment No. 1 thereto, filed on August 30, 2005, and Amendment No. 2 thereto, filed on October 13, 2005, with respect to the Common Stock, par value $.01 per share (the "Common Stock"), of West Corporation, a Delaware corporation (the "Company" or the "Issuer"), by Gary L. West and Mary E. West (together, the "Wests"). The address of the principal executive offices of the Company is 11808 Miracle Hills Drive, Omaha, NE 68154. Item 4. Purpose of Transaction. The disclosure in the fourth paragraph of Item 4 is hereby amended and restated in its entirety to read as follows: In order to diversify a portion of their holdings, Gary L. West and Mary E. West currently plan to sell up to 1,800,000 shares of Common Stock over a period of approximately 12 months beginning in January 2006, pursuant to a 10b5-1 sales plan (the "Sales Plan") entered into on November 29, 2005. Under the Sales Plan, no more than 150,000 shares of Common Stock may be sold in any one calendar month. All sales pursuant to the Sales Plan will be subject to minimum price and other terms and conditions set forth in the Sales Plan. A redacted copy of the Sales Plan is being filed as an exhibit hereto, and the foregoing description of the Sales Plan is qualified in its entirety by reference to the Sales Plan. As stated in previous Schedule 13D filings, the Wests will continue to review their investment in the Company and they may in the future decide to purchase (on such terms and at such times as they consider desirable) additional shares of Common Stock of the Company, or dispose of additional shares of Common Stock of the Company (whether now or hereafter held). In reaching any decision with respect to their investment in the Company, the Wests will take into consideration various factors, such as the Company's business and prospects, other developments concerning the Company, other investment opportunities available to the Wests and economic and market conditions. PAGE 4 OF 6 PAGES Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. The disclosure in Item 6 is hereby amended and supplemented by adding the following: "As described in Item 4, on November 29, 2005, Gary L. West and Mary E. West entered into the Sales Plan to sell shares of Common Stock." Item 7. Material to be Filed as Exhibits. Exhibit Description - ------- ----------- 1. Sales Plan dated as of November 29, 2005 among Gary L. West, Mary E. West and Goldman, Sachs & Co. 2. Underwriting Agreement, dated October 6, 2005, among Gary L. West, Mary E. West, West Corporation, Goldman, Sachs & Co., Credit Suisse First Boston LLC, Robert W. Baird & Co. Incorporated, William Blair & Co., LLC and Banc of America Securities LLC (previously filed as Exhibit 99.1 to Amendment No. 2 to the Schedule 13D filed by the reporting persons on October 13, 2005). 3. Joint Filing Agreement, dated February 21, 2001, between Gary L. West and Mary E. West (previously filed as Exhibit 99.1 to the Schedule 13D filed by the reporting persons on February 22, 2001). - -------- PAGE 5 OF 6 PAGES SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: November 29, 2005 /s/ Gary L. West ------------------------------- Gary L. West /s/ Mary E. West ------------------------------- Mary E. West EX-99.1 2 ex-1.txt EXHIBIT 1 -- SALES PLAN Sales Plan ---------- Sales Plan, dated as of the date set forth on the signature page (the "Sales Plan"), between Gary L. West & Mary E. West ("Sellers") and Goldman, Sachs & Co. ("Broker"). WHEREAS, Sellers desire to establish the Sales Plan to sell shares of common stock, par value $0.01 per share (the "Stock"), of West Corporation (the "Issuer"), which they hold in joint tenancy with right of survivorship, in accordance with the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as further set forth herein; NOW, THEREFORE, Sellers and Broker hereby agree as follows: 1. Broker shall effect one or more sales (each a "Sale") of shares of Stock (the "Shares") as further set forth in the attached Annex A to this Sales Plan. All orders will be deemed day orders only and not held unless otherwise specified in Annex A. 2. This Sales Plan shall become effective as of the date hereof and shall terminate on the earliest of (a) December 29, 2006, (b) the date on which Broker has sold all Shares specified in Annex A, (c) the date that this Sales Plan is terminated in accordance with paragraph 12 below, or (d) the date Broker receives notice of the death of the last surviving of the Sellers (the period commencing on the date hereof and ending on the earliest to occur of (a), (b), (c), or (d) being referred to herein as the "Plan Sales Period"). 3. Sellers understand that Broker may effect Sales hereunder jointly with orders for other sellers of Stock of the Issuer and that the average price for executions resulting from bunched orders will be assigned to Sellers' account. 4. Each Seller represents and warrants that such Seller is not aware of material, nonpublic information with respect to the Issuer or any securities of the Issuer (including the Stock) and is entering into this Sales Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1. 5. It is the intent of the parties that this Sales Plan comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and this Sales Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c). Sellers have consulted with Sellers' own advisors as to the legal and tax aspects of Sellers' adoption and implementation of this Sales Plan. 6. Each Seller represents that the Shares are "restricted securities" and/or that such Seller may be deemed an "affiliate" of the Issuer as those terms are defined under Rule 144 of the Securities Act of 1933 ("Rule 144"). Sellers shall not take, and shall not cause any person or entity with which he or she would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 to take, any action that would cause the Sales not to comply with Rule 144. Broker agrees to conduct all Sales in accordance with the manner of sale requirements of Rule 144, and Broker will not effect any Sale if such Sale will exceed the then-applicable volume limitations under Rule 144, assuming such Sales under this Sales Plan are the only sales subject to such limitation. Sellers have provided Broker with ten (10) executed Forms 144, which Broker will complete and file on behalf of the Sellers. Sellers understand and agree that unless otherwise agreed or instructed, Broker will make one Form 144 filing as necessary at the beginning of each three-month period commencing prior to the first Sale to be effected pursuant to this Plan, and that such Form 144 shall specify that the Sales are being effected in accordance with a Sales Plan intended to comply with Rule 10b5-1. Sellers agree to provide Broker with such information as is reasonably necessary for Broker accurately and timely to complete the Forms 144. 7. Each Seller represents and warrants that Seller is currently permitted to sell Stock in accordance with the Issuer's insider trading policies and the Plan has been reviewed and not objected to by Issuer's counsel and further that, other than any Rule 144 requirements set forth herein, there are no contractual, regulatory, or other restrictions applicable to the Sales contemplated under this Sales Plan that would interfere with Broker's ability to execute Sales and effect delivery and settlement of such Sales on behalf of Sellers, other than restrictions with respect to which the Sellers have obtained all required consents, approvals and waivers. Sellers shall notify Broker immediately in the event that any of the above statements become inaccurate prior to the termination of this Sales Plan. 8. Sellers will not directly or indirectly communicate any information relating to Issuer or Issuer securities to any employee of Broker or its affiliates who is directly or indirectly involved in executing this Sales Plan at any time while this Sales Plan is in effect. 9. Sellers shall make all filings, if any, required under Sections 13(d) and 16 of the Exchange Act. 10. Sellers understand that Broker may not be able to effect a Sale due to a market disruption or a legal, regulatory or contractual restriction applicable to the Broker or other similar event or circumstance (a "Blackout"). Sellers also understand that even in the absence of a Blackout, Broker may be unable to effect Sales consistent with ordinary principles of best execution due to insufficient volume of trading, failure of the Stock to reach and sustain a limit order price, or other market factors in effect on the date of a Sale set forth in Annex A ("Unfilled Sales"). Broker agrees that if Issuer enters into a transaction that imposes trading restrictions on the Sellers, such as a stock offering requiring an affiliate lock-up (an "Issuer Restriction"), and if Issuer and Sellers shall provide Broker at least three (3) days' prior notice of such trading restrictions, then Broker will cease effecting Sales under this Sales Plan until notified by Issuer and Sellers that such restrictions have terminated. All required notifications to Broker under this paragraph 10 shall be made in writing (signed by Sellers and Issuer) and confirmed by telephone as follows: (Attn: Structured Equity Solutions, c/o Control Room; Fax No. (212) 902-0943; Tel: (212) 902-1511). Broker shall resume effecting Sales in accordance with this Sales Plan as soon as practicable after the cessation or termination of a Blackout or Issuer Restriction. Any Unfilled Sales, and any Sales that would have been executed in accordance with the terms of Annex A but are not executed due to the existence of a Blackout or Issuer Restriction, shall be deemed to be cancelled, and shall not be effected pursuant to this Sales Plan. 2 11. This Sales Plan and its enforcement, and each transaction entered into hereunder and all matters arising in connection with this Sales Plan and transactions hereunder shall be governed by, and construed in accordance with, the laws of the State of New York, without reference to its choice of law doctrine. 12. The Sales Plan may be terminated by the Sellers at any time by written notice to the Broker, which shall be substantially in the form of Annex B hereto, but may otherwise only be modified or amended by a writing signed by the parties hereto (including the Issuer) provided, in each case, that any such modification, termination or amendment of this Sales Plan shall only be permitted at a time when the Sellers are otherwise permitted to effect sales under the Issuer's trading policies and at a time when the Sellers are not aware of material nonpublic information concerning the Issuer or its securities. In the event of a modification or amendment to this Sales Plan, or in the event Sellers establish a new plan after termination of the Sales Plan, no sales shall be effected during the thirty days immediately following such modification, amendment or termination (other than Sales already provided for in the Sales Plan prior to modification, amendment or termination). 13. Sellers agree that Broker and its affiliates and their directors, officers, employees, and agents (collectively, "Broker Persons") shall not have any liability whatsoever to Sellers for any action taken or omitted to be taken in connection with the Sales Plan, the making of any Sale, or any amendment, modification or termination of the Sales Plan, unless such liability is determined in a non-appealable order of a court of competent jurisdiction to have resulted solely from the gross negligence, willful misconduct or bad faith of the Broker Person. Sellers further agree to hold each Broker Person free and harmless from any and all losses, damages, liabilities or expenses (including reasonable attorneys' fees and costs) incurred or sustained by such Broker Person in connection with or arising out of any suit, action or proceeding relating to this Sales Plan, any Sale, or any amendment, modification or termination of the Sales Plan (each an "Action") and to reimburse each Broker Person for its expenses, as they are incurred, in connection with any Action, unless such loss, damage, liability or expense is determined in a non-appealable order of a court of competent jurisdiction to be solely the result of such Broker Person's gross negligence, willful misconduct or bad faith. This paragraph 13 shall survive termination of this Sales Plan. 3 IN WITNESS WHEREOF, the undersigned have signed this Sales Plan as of the date below. /s/ Gary L. West - -------------------------- Gary L. West Goldman, Sachs & Co. By: /s/ Bruce Heyman Date: November 29, 2005 ------------------------- --------------------- Name: Bruce Heyman Title: Managing Director /s/ Mary E. West - -------------------------- Mary E. West Date: November 29, 2005 --------------------- Acknowledged: West Corporation By: /s/ Thomas B. Barker -------------------------- Name: Thomas B. Barker Title: Chief Executive Officer 4 -----END PRIVACY-ENHANCED MESSAGE-----