-----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, VLMTsv+BZBEG/oLNouYifbFBV20s4pn0Eiar1vAPxOfQ1Yg0JMIwJI4JKn4ZhMa7 6hCV8oJh1CnAMVQzWNmekg== 0000919574-07-000473.txt : 20070208 0000919574-07-000473.hdr.sgml : 20070208 20070208161758 ACCESSION NUMBER: 0000919574-07-000473 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070208 DATE AS OF CHANGE: 20070208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GeoEye, Inc. CENTRAL INDEX KEY: 0001040570 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 202759725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61155 FILM NUMBER: 07592803 BUSINESS ADDRESS: STREET 1: 21700 ATLANTIC BLVD CITY: DULLES STATE: VA ZIP: 20166 BUSINESS PHONE: 7034807500 MAIL ADDRESS: STREET 1: 21700 ATLANTIC BLVD CITY: DULLES STATE: VA ZIP: 20166 FORMER COMPANY: FORMER CONFORMED NAME: ORBIMAGE HOLDINGS INC/DE DATE OF NAME CHANGE: 20060727 FORMER COMPANY: FORMER CONFORMED NAME: ORBIMAGE INC DATE OF NAME CHANGE: 20040810 FORMER COMPANY: FORMER CONFORMED NAME: ORBITAL IMAGING CORP DATE OF NAME CHANGE: 19980318 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REDWOOD MASTER FUND, LTD. CENTRAL INDEX KEY: 0001375549 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O GOLDMAN SACHS (CAYMAN) TRUST, LTD STREET 2: HARBOUR CENTRE, NORTH CHURCH STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 201-227-5040 MAIL ADDRESS: STREET 1: C/O GOLDMAN SACHS (CAYMAN) TRUST, LTD STREET 2: HARBOUR CENTRE, NORTH CHURCH STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: 00000 SC 13G/A 1 d745671_13g-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1) GeoEye, Inc. (formerly Orbimage Holdings, Inc.) - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 - -------------------------------------------------------------------------------- (Title of Class of Securities) 37250W108 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2006 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) CUSIP No. 37250W108 - --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Redwood Master Fund, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 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 1,571,109 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,571,109 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,571,109(1) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.99% 12. TYPE OF REPORTING PERSON CO - ---------- (1) The number of reported securities includes 295,784 warrants to purchase common stock that are exercisable immediately and will expire on 3/31/2010. CUSIP No. 37250W108 - --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Redwood Capital Management, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,571,109 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,571,109 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,571,109(1) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.99% 12. TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- (1) The number of reported securities includes 295,784 warrants to purchase common stock that are exercisable immediately and will expire on 3/31/2010. CUSIP No. 37250W108 - --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Jonathan Kolatch 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,571,109 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,571,109 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,571,109(1) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.99% 12. TYPE OF REPORTING PERSON IN - ---------- (1) The number of reported securities includes 295,784 warrants to purchase common stock that are exercisable immediately and will expire on 3/31/2010. CUSIP No. 37250W108 - --------------------- Item 1(a). Name of Issuer: GeoEye, Inc. (formerly Orbimage Holdings, Inc.) -------------------------------------------------------------------- Item 1(b). Address of Issuer's Principal Executive Offices: 21700 Atlantic Boulevard Dulles, VA 20166 -------------------------------------------------------------------- Item 2(a). Name of Person Filing: Redwood Master Fund, Ltd. Redwood Capital Management, LLC Jonathan Kolatch -------------------------------------------------------------------- Item 2(b). Address of Principal Business Office, or if None, Residence: Redwood Master Fund, Ltd. c/o Goldman Sachs (Cayman) Trust, Limited Harbour Centre, 2nd Floor North Church Street P.O. Box 896 GT George Town Grand Cayman, Cayman Islands Redwood Capital Management, LLC 910 Sylvan Avenue Englewood Cliffs, NJ 07632 Jonathan Kolatch 910 Sylvan Avenue Englewood Cliffs, NJ 07632 -------------------------------------------------------------------- Item 2(c). Citizenship: Redwood Master Fund, Ltd. - Cayman Islands Redwood Capital Management, LLC - Delaware Jonathan Kolatach - United States of America -------------------------------------------------------------------- Item 2(d). Title of Class of Securities: Common Stock, par value $0.01 -------------------------------------------------------------------- Item 2(e). CUSIP Number: 37250W108 -------------------------------------------------------------------- Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). 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: Redwood Master Fund, Ltd. - 1,571,109 Redwood Capital Management, LLC - 1,571,109 Jonathan Kolatch - 1,571,109 ----------------------------------------------------------------------- (b) Percent of class: Redwood Master Fund, Ltd. - 8.99% Redwood Capital Management, LLC - 8.99% Jonathan Kolatch - 8.99% ----------------------------------------------------------------------- (c) Number of shares as to which such person has: Redwood Master Fund, Ltd.: (i) Sole power to vote or to direct the vote 0 --------------, (ii) Shared power to vote or to direct the vote 1,571,109 --------------, (iii) Sole power to dispose or to direct the disposition of 0 --------------, (iv) Shared power to dispose or to direct the disposition of 1,571,109 --------------. Redwood Capital Management, LLC: (i) Sole power to vote or to direct the vote 0 --------------, (ii) Shared power to vote or to direct the vote 1,571,109 --------------, (iii) Sole power to dispose or to direct the disposition of 0 --------------, (iv) Shared power to dispose or to direct the disposition of 1,571,109 --------------. Jonathan Kolatch: (i) Sole power to vote or to direct the vote 0 --------------, (ii) Shared power to vote or to direct the vote 1,571,109 --------------, (iii) Sole power to dispose or to direct the disposition of 0 --------------, (iv) Shared power to dispose or to direct the disposition of 1,571,109 --------------. 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 [ ]. N/A ----------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A ----------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A ----------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A ----------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ----------------------------------------------------------------------- Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. 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. February 8, 2007 ------------------------------------ (Date) /s/ Jonathan Kolatch* ------------------------------------ Jonathan Kolatch Redwood Capital Management, LLC* By: /s/ Jonathan Kolatch ------------------------------------ Jonathan Kolatch Managing Member Redwood Master Fund, Ltd. By: /s/ Jonathan Kolatch ------------------------------------ Jonathan Kolatch Director 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 for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). * The Reporting Persons disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein. Exhibit A AGREEMENT The undersigned agree that this Schedule 13G, Amendment No. 1, dated February 8, 2007 relating to the Common Stock, par value $0.01 of GeoEye, Inc. shall be filed on behalf of the undersigned. Redwood Master Fund, Ltd. By: /s/ Jonathan Kolatch ------------------------------------ Jonathan Kolatch Director Redwood Capital Management, LLC By: /s/ Jonathan Kolatch ------------------------------------ Jonathan Kolatch Managing Member /s/ Jonathan Kolatch ------------------------------------ Jonathan Kolatch SK 03207 0001 745671 -----END PRIVACY-ENHANCED MESSAGE-----