-----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, Uv78+XVElIEQklVkTrm1e1Hg4SUonIrSQ7mKg6ub/FUfpo9SkjhzWHpdMRhqK7v/ z52MKxHP6Mh17VTytkngzA== 0000950103-05-000248.txt : 20050214 0000950103-05-000248.hdr.sgml : 20050214 20050214172814 ACCESSION NUMBER: 0000950103-05-000248 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 GROUP MEMBERS: MORGAN STANLEY CAPITAL PARTNERS III LP GROUP MEMBERS: MSCP III 892 INVESTORS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CATALYTICA ENERGY SYSTEMS INC CENTRAL INDEX KEY: 0001053361 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 770410420 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60029 FILM NUMBER: 05612889 BUSINESS ADDRESS: STREET 1: 430 FERGUSON DRIVE STREET 2: . CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-960-3000 MAIL ADDRESS: STREET 1: 1388 NORTH TECH BLVD. CITY: GILBERT STATE: AZ ZIP: 85233 FORMER COMPANY: FORMER CONFORMED NAME: CATALYTICA COMBUSTION SYSTEMS INC DATE OF NAME CHANGE: 20000519 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Metalmark Capital LLC CENTRAL INDEX KEY: 0001298477 IRS NUMBER: 201161350 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1585 BROADWAY, FLOOR 38 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-761-8003 MAIL ADDRESS: STREET 1: 1585 BROADWAY, FLOOR 38 CITY: NEW YORK STATE: NY ZIP: 10036 SC 13D/A 1 feb1105_cat-13da1.htm aug0204_13d-cat01

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)1

(Amendment No. 1)

Catalytica Energy Systems, Inc.
(Name of Issuer)
 
 COMMON STOCK,
PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
 
22748P105
(CUSIP Number)
 
Kenneth F. Clifford
Metalmark Capital LLC
1177 Avenue of the Americas, 40th Floor
New York, NY 10036
Tel: (212) 823-1900
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
 
 
September 30 , 2004
(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 o.

     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. See Rule 13d-7 for other parties to whom copies are to be sent.


     

     1 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 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. 22748P105 13D Page 2 of 7 Pages


1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Metalmark Capital LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) 
(b) 
3 SEC USE ONLY

4 SOURCE OF FUNDS*

OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER

3,302,495 – See Item 6
8 SHARED VOTING POWER

-0- See Item 6
9 SOLE DISPOSITIVE POWER

3,302,495 – See Item 6
10 SHARED DISPOSITIVE POWER

-0- See Item 6
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,302,495 – See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

18.5% – See Item 5
14 TYPE OF REPORTING PERSON*

OO

[*SEE INSTRUCTIONS BEFORE FILLING OUT!]






CUSIP No. 22748P105 13D Page 3 of 7 Pages


1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Morgan Stanley Capital Partners III, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) 
(b) 
3 SEC USE ONLY

4 SOURCE OF FUNDS*

OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER

2,995,781 – See Item 6
8 SHARED VOTING POWER

-0- See Item 6
9 SOLE DISPOSITIVE POWER

2,995,781 – See Item 6
10 SHARED DISPOSITIVE POWER

-0- See Item 6
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,995,781 – See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

16.7% – See Item 5
14 TYPE OF REPORTING PERSON*

PN

[*SEE INSTRUCTIONS BEFORE FILLING OUT!]






CUSIP No. 22748P105 13D Page 4 of 7 Pages


1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

MSCP III 892 Investors, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) 
(b) 
3 SEC USE ONLY

4 SOURCE OF FUNDS*

OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER

306,714 – See Item 6
8 SHARED VOTING POWER

-0- See Item 6
9 SOLE DISPOSITIVE POWER

306,714 – See Item 6
10 SHARED DISPOSITIVE POWER

-0- See Item 6
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

306,714 – See Item 6
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.7% – See Item 5
14 TYPE OF REPORTING PERSON*

PN

[*SEE INSTRUCTIONS BEFORE FILLING OUT!]




AMENDMENT NO. 1 TO SCHEDULE 13D

      This Amendment No. 1 amends the Report on Schedule 13D, originally filed on August 3, 2004 (the “Schedule 13D”). Unless indicated otherwise, all items left blank remain unchanged and any items that are reported are deemed to amend and supplement the existing items in the Schedule 13D. Capitalized terms used without definition in this Amendment No. 1 have the respective meanings ascribed to them in the Schedule 13D.

      Item 1. Security and Issuer.

      Item 2. Identity and Background.

      Item 2 of the Schedule 13D is hereby replaced in its entirety with the following:

      (a) This Schedule 13D is being filed jointly on behalf of each of Metalmark Capital LLC, a Delaware limited liability company (“Metalmark”), Morgan Stanley Capital Partners III, L.P., a Delaware limited partnership (“MSCP III, L.P.”), and MSCP III 892 Investors, L.P., a Delaware limited partnership (“MSCP III 892”, together with Metalmark, MSCP III, L.P. and MSCP III 892, the “Reporting Persons”). By virtue of the subadvisory arrangement described in Item 6 below, Subadvisor (as defined below) will manage MSCP III, L.P. and MSCP III 892, L.P. on a subadvisory basis. See response to Item 6 below.

      (b) The address of the principal business and the principal office of the Reporting Persons is 1177 Avenue of the Americas, 40th Floor, New York, NY 10036. The name, business address and present principal occupation or employment of each member and officer of Metalmark is set forth on Schedule A.

      (c) Not applicable.

      (d) None of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the other persons listed on Schedule A attached hereto has been convicted in a criminal proceeding in the past five years (excluding traffic violations or similar misdemeanors).

      (e) During the past five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the other persons listed on Schedule A attached hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a 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.

      (f) Delaware. See also Schedule A.

      Item 3. Source and Amount of Funds or Other Consideration.

      Item 4. Purpose of Transaction.

     No acquisition or disposition of securities has occurred. The Reporting Persons are filing this Amendment No. 1 to report that the subadvisory relationship previously reported in the Schedule 13D commenced on September 30, 2004.

      Item 5. Interest in Securities of the Issuer.

      Item 2 of the Schedule 13D is hereby replaced in its entirety with the following:

      (a) For the purposes of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by virtue of the subadvisory arrangement described in Item 6 below, Metalmark may be deemed to beneficially own 3,302,495 shares of Common Stock, or approximately 18.5% of the outstanding shares of Common Stock, which shares are held by MSCP III, L.P. and MSCP III 892, L.P.

Page 5 of 7





     For the purposes of Rule 13d-3 promulgated under the Exchange Act, MSCP III, L.P. may be deemed to beneficially own 2,995,781 shares of Common Stock, or approximately 16.7% of the outstanding shares of Common Stock.

      For the purposes of Rule 13d-3 promulgated under the Exchange Act, MSCP III 892 may be deemed to beneficially own 306,714 shares of Common Stock, or approximately 1.7% of the outstanding shares of Common Stock.

      The Reporting Persons do not affirm the existence of a group and are filing this statement jointly pursuant to Rule 13d-1(k)(1) promulgated under the Exchange Act.

      (b) By virtue of the subadvisory arrangement described in Item 6 below, Metalmark may be deemed to have sole voting and dispositive power with respect to the shares of Common Stock owned by MSCP III, L.P. and MSCP III 892, L.P. See response to Item 6 below.

      (c) None of the Reporting Persons has not effected any transaction in the Common Stock during the past 60 days.

      (d) By virtue of the subadvisory arrangement described in Item 6 below, Metalmark may be deemed to have the sole power to direct the receipt of dividends declared on the shares of Common Stock held by MSCP III, L.P. and MSCP III 892, L.P. and the proceeds from the sale of such shares of Common Stock. See response to Item 6 below.

      (e) Not applicable.

     Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

      Item 6 of the Schedule 13D is hereby replaced in its entirety with the following:

     On July 22, 2004, Metalmark Subadvisor LLC (“Subadvisor”), Metalmark (the parent entity of Subadvisor) and certain affiliates of MS agreed that Subadvisor would manage MSCP III, LP and MSCP III 892 on a subadvisory basis. This subadvisory relationship commenced on September 30, 2004. The management authority of Subadvisor is as set forth in a Power of Attorney, the form of which is attached hereto as Exhibit 1. By virtue of the subadvisory arrangement, Metalmark may be deemed to have sole voting and dispositive power with respect to the shares of Common Stock owned by MSCP III, LP and MSCP III 892. In addition, under the subadvisory arrangement, Morgan Stanley Capital Investors, L.P., a fund related to MSCP III, LP and MSCP III 892, is effectively obligated to vote or direct the vote and to dispose or direct the disposition of any Common Stock owned directly by it on the same terms and conditions as MSCP III, LP and MSCP III 892. Metalmark is an independent private equity firm led by Howard I. Hoffen and senior team members from Morgan Stanley Capital Partners. See the Report on Schedule 13D, originally filed on December 26, 2000, as amended by Amendment No. 1 thereto filed on February 15, 2002, Amendment 2 thereto filed on August 3, 2004 and Amendment No. 3 thereto filed on February 14, 2005, jointly filed on behalf of the following persons: (1) Morgan Stanley, (2) Morgan Stanley Capital Partners III, Inc., (3) MSCP III, LLC, and (4) Morgan Stanley Capital Investors, L.P.

     Item 7. Material to be Filed as Exhibits.

      Exhibit 2: Joint Filing Agreement among the Reporting Persons.

Page 6 of 7




SIGNATURE

     After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify the information set forth in this statement is true, complete and correct.

Date: February 14, 2005

METALMARK CAPITAL LLC
 
By: /s/ Kenneth F. Clifford


Name: Kenneth F. Clifford
Title: Chief Financial Officer
   

MORGAN STANLEY CAPITAL PARTNERS III, L.P.
   
By:  MSCP III, LLC, as General Partner
By:  Metalmark Subadvisor LLC, as attorney-in-fact
 
By: /s/ Kenneth F. Clifford


Name: Kenneth F. Clifford
Title: Chief Financial Officer
   

MSCP III 892 INVESTORS, L.P.
   
By:  MSCP III, LLC, as General Partner
By:  Metalmark Subadvisor LLC, as attorney-in-fact
 
By: /s/ Kenneth F. Clifford


Name: Kenneth F. Clifford
Title: Chief Financial Officer

Page 7 of 7





SCHEDULE A
OFFICERS AND MANAGING MEMBER
OF
METALMARK CAPITAL LLC

     The names of the members and the names and titles of the officers of Metalmark Capital LLC (“Metalmark”) are set forth below. The business address of each of the persons listed below is 1177 Avenue of the Americas, 40th Floor, New York, NY 10036. Unless otherwise indicated, each title set forth opposite an individual’s name refers to his title at Metalmark and each individual is a United States citizen.

Name, Business Address   Title
     
Howard I. Hoffen   Managing Member
  Chairman, Chief Executive Officer and Managing Director
     
Michael C. Hoffman   Managing Director
     
Jeffrey M. Siegal   Managing Director
     
John J. Moon   Managing Director
     
Leigh J. Abramson   Managing Director
     
Eric T. Fry   Managing Director
     
Kenneth F. Clifford   Chief Financial Officer and Managing Director



EX-99.1 2 exhibit1.htm Untitled Document

 

EXHIBIT 1

 

JOINT FILING AGREEMENT

      In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.001 par value per share, of Catalytica Energy Systems, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

Dated as of February 14, 2005.
METALMARK CAPITAL LLC
 
By: /s/ Kenneth F. Clifford


Name: Kenneth F. Clifford
Title: Chief Financial Officer
   

MORGAN STANLEY CAPITAL PARTNERS III, L.P.
   
By:  MSCP III, LLC, as General Partner
By:  Metalmark Subadvisor LLC, as attorney-in-fact
 
By: /s/ Kenneth F. Clifford


Name: Kenneth F. Clifford
Title: Chief Financial Officer
   

MSCP III 892 INVESTORS, L.P.
   
By:  MSCP III, LLC, as General Partner
By:  Metalmark Subadvisor LLC, as attorney-in-fact
 
By: /s/ Kenneth F. Clifford


Name: Kenneth F. Clifford
Title: Chief Financial Officer






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