-----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, BTJmhSXHRUC9GXvdRjWxQp1yIYci0PTiJnEKjZ0bU84BVIKZ63nywrf6bIamWCgh rhOYW0bL5LiyGm/YlJm7vg== 0001104659-07-004245.txt : 20070124 0001104659-07-004245.hdr.sgml : 20070124 20070124163949 ACCESSION NUMBER: 0001104659-07-004245 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070124 DATE AS OF CHANGE: 20070124 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: 07550158 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: MLT, LLC CENTRAL INDEX KEY: 0001358686 IRS NUMBER: 743170749 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-258-5582 MAIL ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 a07-2391_1sc13da.htm SC 13D/A

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

SAVVIS, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

805423100

(CUSIP Number)

 

ONE EQUITY PARTNERS LLC
320 Park Avenue
18th Floor
New York, NY 10022
Attention:  Erin E. Hill
(212) 277-1500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

David A. Sirignano
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Ave, NW
Washington, DC 20004

January 17, 2007
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §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 purpose 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.   805423100

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
MLT, LLC.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

2




 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
One Equity Partners LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
OO – Limited Liability Company

 

3




 

Explanatory Note

This Amendment No. 4 is being filed to report the sale of 7,625,110 shares of the common stock of SAVVIS, Inc. (the “Issuer”).  This transaction is described more fully under Items 5 and 6.

Item 1.

Security and Issuer

This Amendment No. 4 to the Schedule 13D filed by the Reporting Persons on June 14, 2005, relates to the common stock, par value $0.01 per share, of the Issuer.  The Issuer’s principal executive offices are located at 1 SAVVIS Parkway, Town & Country, Missouri  63017.

 

 

Item 2.

Identity and Background

 

(a) — (c), (f)            Name, Address, Principal Business, Citizenship

 

No change.

 

(d) — (e)            Legal Proceedings

 

No change.

 

4




 

 

Item 3.

Source and Amount of Funds or Other Consideration

 

No change.

 

 

Item 4.

Purpose of Transaction

 

No change.

 

5




 

 

Item 5.

Interest in Securities of the Issuer

 

(a) and (b)              Beneficial ownership

As a result of the transactions reported in this Amendment No. 4, the level of beneficial ownership by the Reporting Persons is zero.

 

(c)           Transactions during the past sixty days

This Amendment No. 4 is being filed to reflect the sale of 7,625,110 shares of the common stock of the Issuer at $39 per share less the underwriting discount under the Underwriting Agreement dated January 17, 2007 described under Item 6.  The closing of the sale occurred on January 23, 2007.

 

(d)           Right to receive dividends or proceeds

 

Not applicable.

 

(e)           Beneficial ownership of less than five percent

 

As a result of this sale, the level of beneficial ownership by the Reporting Persons is zero.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On January 17, 2007, MLT, LLC (the “Reporting Person”), Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co. and Lehman Brothers Inc. (acting severally on behalf of themselves and the several Underwriters named in Schedule I thereto, collectively, the “Underwriters”), entered into an Underwriting Agreement pursuant to which the Reporting Person agreed to sell an aggregate of 7,625,110 shares of the common stock, par value $0.01 per share, of the Issuer to the Underwriters.  As a result of this sale, the Reporting Person no longer retains any of the rights assigned to it under an Investor Rights Agreement dated as of March 6, 2002 and a Side Letter dated March 16, 2001, including certain registration and preference rights and the right to nominate and elect a certain number of directors under specified circumstances.

 

6




 

 

Item 7.

Material to Be Filed as Exhibits

 

1.    Underwriting Agreement, dated as of January 17, 2007, incorporated by reference to Exhibit 1.1 of Form 8-K, filed January 19, 2007 by SAAVIS, Inc.

 

7




 

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.

Pursuant to Rule 13d-1(k), this Schedule 13D is filed jointly on behalf of each of the Reporting Persons.

Dated as of:  January 24, 2007

 

MLT, LLC

 

 

 

 

 

 

 

By:

 

/s/ Alexander Russo

 

 

Name:

 

Alexander Russo

 

 

Title:

 

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

ONE EQUITY PARTNERS LLC

 

 

 

 

 

By:

 

/s/ Erin E. Hill

 

 

Name:

 

Erin E. Hill

 

 

Title:

 

Chief Financial Officer and Treasurer

 

8




 

ANNEX I

All executive officers and directors of the Reporting Persons are citizens of the United States.

MLT, LLC

Name

 

Principal Occupation or Employment

Directors

 

 

Alexander Russo

 

Chief Executive Officer

Daniel J. Selmonosky

 

Vice President
One Equity Partners LLC

David Walsh

 

Partner
One Equity Partners LLC

 

 

 

Executive Officers

 

 

Alexander Russo

 

Chief Executive Officer

Adam Ableman

 

President, General Counsel, and Secretary

 

The business address for MLT’s directors and officers is 320 Park Avenue, 18th Floor, New York, New York 10022.




 

One Equity Partners LLC

 

Name

 

Principal Occupation or Employment

Executive Officers

 

 

Richard M. Cashin

 

President

Christian P.R. Ahrens

 

Managing Director

Charles F. Auster

 

Managing Director

Gregory A. Belinfanti

 

Managing Director

Kenneth C. Brown

 

Managing Director

James B. Cherry

 

Managing Director

Colin M. Farmer

 

Managing Director

Lee Gardner

 

Managing Director

David Han

 

Managing Director

Thomas J. Kichler

 

Managing Director

James W. Koven

 

Managing Director

Jacques Nasser

 

Managing Director

M. Gregory O’Hara

 

Managing Director

James S. Rubin

 

Managing Director

Daniel J. Selmonosky

 

Managing Director

Tarek N. Shoeb

 

Managing Director

Richard W. Smith

 

Managing Director

David A. Walsh

 

Managing Director

William Wangerin

 

Managing Director

Erin E. Hill

 

Chief Financial Officer and Treasurer

Judah A. Shechter

 

Vice President and Secretary

Theodora Stojka

 

Vice President

Adam Mukamal

 

Vice President

Jessica Marion

 

Managing Director

Colleen Hartung

 

Managing Director

James C. Berry

 

Assistant Secretary

Elizabeth De Guzman

 

Assistant Secretary

 

The business address for One Equity’s executive officers is 320 Park Avenue, 18th Floor, New York, New York 10022.



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