-----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, LZc8TMvFyf+OWU1cvP5BBy7aqjTIzNxnK/KPZOjauF1a/+uOeVT4NZh9L7DCTCMy LhAE+Oh7+6o5Ap2K2sbYWg== 0000904454-08-000211.txt : 20080519 0000904454-08-000211.hdr.sgml : 20080519 20080519114216 ACCESSION NUMBER: 0000904454-08-000211 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080519 DATE AS OF CHANGE: 20080519 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAVVIS, Inc. CENTRAL INDEX KEY: 0001058444 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 431809960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58667 FILM NUMBER: 08844356 BUSINESS ADDRESS: STREET 1: 1 SAVVIS PARKWAY CITY: TOWN & COUNTRY STATE: MO ZIP: 63017 BUSINESS PHONE: 314-628-7000 MAIL ADDRESS: STREET 1: 1 SAVVIS PARKWAY CITY: TOWN & COUNTRY STATE: MO ZIP: 63017 FORMER COMPANY: FORMER CONFORMED NAME: SAVVIS COMMUNICATIONS CORP DATE OF NAME CHANGE: 19991112 FORMER COMPANY: FORMER CONFORMED NAME: SAVVIS HOLDINGS CORP DATE OF NAME CHANGE: 19991020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WELSH CARSON ANDERSON STOWE VIII LP CENTRAL INDEX KEY: 0001071870 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: SUITE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128415755 MAIL ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: SUITE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 s13da_051908-savvis.htm AMD TO SCHED 13D FOR SAVVIS BY WCAS VIII

CUSIP No. 805423 10 0

Page 1 of 6 Pages

 

 

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)

(Amendment No. 10)1

 

SAVVIS, Inc.

(Name of Issuer)

 

Common Stock, $.01 par value

(Title of Class of Securities)

 

805423 10 0

(CUSIP Number)

 

Welsh, Carson, Anderson & Stowe

William J. Hewitt, Esq.

320 Park Avenue, Suite 2500

Ropes & Gray LLP

New York, New York 10022

1211 Avenue of the Americas

Attention: Jonathan M. Rather

New York, New York 10036

Tel. (212) 893-9500

Tel. (212) 596-9000

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

May 7, 2008

(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 which 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.

_________________________

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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 805423 10 0

Page 2 of 6 Pages

 

 

1)

Name of Reporting Person

and I.R.S. Identification

No. of Above Person, if

An Entity (Voluntary)

Welsh, Carson, Anderson & Stowe VIII, L.P.

2)

Check the Appropriate Box

if a Member of a Group

(a) x

(b) o

3)

SEC Use Only

 

4)

Source of Funds

Not Applicable

5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Not Applicable

6)

Citizenship or Place

of Organization

Delaware

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

7)

Sole Voting Power

15,285,694 shares of Common Stock

8)

Shared Voting Power

-0-

9)

Sole Dispositive Power

15,285,694 shares of Common Stock

10)

Shared Dispositive Power

-0-

11)

Aggregate Amount Beneficially
Owned by Each Reporting Person

15,285,694 shares of Common Stock

12)

Check if the Aggregate Amount in Row (11)
Excludes Certain Shares

o

13)

Percent of Class Represented by
Amount in Row (11)

28.6%

14)

Type of Reporting Person

PN

 

CUSIP No. 805423 10 0

Page 3 of 6 Pages

 

 

1)

Name of Reporting Person

and I.R.S. Identification

No. of Above Person, if

An Entity (Voluntary)

WCAS Management Corporation

2)

Check the Appropriate Box

if a Member of a Group

(a) x

(b) o

3)

SEC Use Only

 

4)

Source of Funds

Not Applicable

5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Not Applicable

6)

Citizenship or Place

of Organization

Delaware

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

7)

Sole Voting Power

77,296 shares of Common Stock

8)

Shared Voting Power

-0-

9)

Sole Dispositive Power

77,296 shares of Common Stock

10)

Shared Dispositive Power

-0-

11)

Aggregate Amount Beneficially
Owned by Each Reporting Person

77,296 shares of Common Stock

12)

Check if the Aggregate Amount in Row (11)
Excludes Certain Shares

o

13)

Percent of Class Represented by
Amount in Row (11)

0.1%

14)

Type of Reporting Person

CO

 

CUSIP No. 805423 10 0

Page 4 of 6 Pages

 

 

Amendment No. 10 to Schedule 13D

 

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on March 8, 2000, Amendment No. 1 thereto filed on March 15, 2001, Amendment No. 2 thereto filed on March 20, 2002, Amendment No. 3 thereto filed on October 8, 2002, Amendment No. 4 thereto filed on December 30, 2004, Amendment No. 5 thereto filed on July 6, 2006, Amendment No. 6 thereto filed on January 3, 2007, Amendment No. 7 thereto filed on February 28, 2007, Amendment No. 8 thereto filed on May 25, 2007 and Amendment No. 9 thereto filed on July 6, 2007 (as so amended, the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined.

 

 

The following Items of the Schedule 13D are hereby amended as follows:

 

Item 2.

Identity and Background.

 

Item 2 is hereby amended to reflect that (i) WCAS VII, WCAS VI, WCAS CP II and WCAS IP are no longer Reporting Persons with respect to the securities of the Issuer, (ii) James R. Matthews is no longer a managing member of VIII Associates and (iii) Jonathan M. Rather is the sole controlling stockholder of WCAS.

 

Item 5.

Interest in Securities of the Issuer.

 

 

Item 5 is hereby amended and restated to read in its entirety as follows:

 

The information set forth below is based on a total of 53,373,277 shares of Common Stock outstanding as of May 1, 2008, as reported in the Form 10-Q for the quarterly period ended March 31, 2008 filed by the Issuer with the Commission on May 7, 2008.

 

 

(a)

 

 

WCAS VIII and VIII Associates

 

WCAS VIII owns 15,285,694 shares of Common Stock, or approximately 28.6% of the Common Stock outstanding. VIII Associates, as the general partner of WCAS VIII, may be deemed to beneficially own the securities owned by WCAS VIII.

 

 

WCAS

 

 

WCAS owns 77,296 shares of Common Stock, or approximately 0.1% of the Common Stock outstanding.

 

Managing Members of VIII Associates and WCAS Principal  

 

(i) Patrick J. Welsh owns 628,946 shares of Common Stock, or approximately 1.2% of the Common Stock outstanding.

 

(ii) Russell L. Carson owns 594,839 shares of Common Stock, or approximately 1.1% of the Common Stock outstanding.

 

(iii) Bruce K. Anderson owns 632,795 shares of Common Stock, or approximately 1.2% of the Common Stock outstanding.

 

(iv) Thomas E. McInerney 536,849 shares of Common Stock, or approximately 1.0% of the Common Stock outstanding.

CUSIP No. 805423 10 0

Page 5 of 6 Pages

 

 

(v) Robert A. Minicucci owns 121,377 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

 

(vi) Anthony J. deNicola beneficially owns an aggregate 153,429 shares of Common Stock (104,639 directly and 48,790 indirectly, by the Anthony & Christie deNicola Family Foundation), or less than 0.1% of the Common Stock outstanding.

 

(vii) Paul B. Queally beneficially owns an aggregate 121,477 shares of Common Stock (113,652 directly and 7,785 indirectly, by the Paul & Anne-Marie Queally Foundation), or less than 0.1% of the Common Stock outstanding.

 

(viii) Jonathan M. Rather owns 23,521 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

 

(ix) D. Scott Mackesy owns 11,011 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

 

(x) John D. Clark owns 11,855 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

 

(xi) Sanjay Swani owns 10,560 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

 

(b) The managing members of VIII Associates may be deemed to share the power to vote or direct the voting of and to dispose or direct the disposition of the securities of the Issuer owned by WCAS VIII. Each of the managing members of VIII Associates and the WCAS Principal disclaims beneficial ownership of all securities other than those he owns directly or by virtue of his indirect pro rata interest, as a managing member of VIII Associates and/or as the WCAS Principal, as the case may be, in the securities owned by WCAS VIII and/or WCAS.

 

(c) On May 6, 2008, 125,140 shares of Common Stock were internally allocated from WCAS to WCAS VIII. Between May 6 and May 8, 2008, WCAS and WCAS VIII purchased shares of Common Stock in open market transactions as follows:

 

Date

Purchaser

Number of Shares

Price per Share

May 6, 2008

WCAS

18,329

$15.11

May 6, 2008

WCAS VIII

366,510

$15.11

May 7, 2008

WCAS

23,306

$15.55

May 7, 2008

WCAS VIII

466,120

$15.55

May 8, 2008

WCAS

15,555

$15.31

May 8, 2008

WCAS VIII

311,120

$15.31

 

(d) Except as described in this statement, no person has the power to direct the receipt of dividends on or the proceeds of sales of the shares of Common Stock owned by WCAS VIII or WCAS.

 

 

(e) Not Applicable.

CUSIP No. 805423 10 0

Page 6 of 6 Pages

 

 

Signature

 

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

 

Dated: May 18, 2008

 

 

WELSH, CARSON, ANDERSON & STOWE VIII, L.P.

 

By:

/s/ David Mintz

 

 

Attorney-in-Fact

 

WCAS MANAGEMENT CORPORATION

 

By:

/s/ David Mintz

 

 

Attorney-in-Fact

 

 

 

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