-----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, MwMqjZJumwR9nSPJ2T4gt3YqDv1bSt0sceVTW8viTO7MxFcZxVw8o6WTFeSzcXt5 1y7aVqT1X/tLiBZaM+ITKg== 0000895345-03-000340.txt : 20030523 0000895345-03-000340.hdr.sgml : 20030523 20030523110805 ACCESSION NUMBER: 0000895345-03-000340 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030523 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: YANKEE CANDLE CO INC CENTRAL INDEX KEY: 0001084242 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 042591416 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56541 FILM NUMBER: 03717449 BUSINESS ADDRESS: STREET 1: 16 YANKEE CANDLE WAY CITY: SOUTH DEERFIELD STATE: MA ZIP: 01373 BUSINESS PHONE: 413-665-8306 MAIL ADDRESS: STREET 1: 16 YANKEE CANDLE WAY CITY: SOUTH DEERFIELD STATE: MA ZIP: 01373 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FORSTMANN LITTLE & CO EQUITY PARTNERSHIP V L P CENTRAL INDEX KEY: 0000947051 IRS NUMBER: 133810289 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVE 44TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2123555656 MAIL ADDRESS: STREET 1: C/O FORSTMANN LITTLE & CO STREET 2: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 lh13da.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 5 * ---------- THE YANKEE CANDLE COMPANY, INC. - ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE - ------------------------------------------------------------------------------- (Title of Class of Securities) 984757104 ---------------------------------------------- (CUSIP Number) FRIED, FRANK, HARRIS, SHRIVER FORSTMANN LITTLE & CO. SUBORDINATED DEBT & JACOBSON AND EQUITY MANAGEMENT BUYOUT ONE NEW YORK PLAZA PARTNERSHIP-VI, L.P. NEW YORK, NY 10004 FORSTMANN LITTLE & CO. EQUITY ATTN: LOIS HERZECA, ESQ. PARTNERSHIP-V, L.P. (212) 859-8000 C/O FORSTMANN LITTLE & CO. 767 FIFTH AVENUE NEW YORK, NY 10153 ATTN: WINSTON W. HUTCHINS (212) 355-5656 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 23, 2003 ---------------------------------------------- (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 ss. ss. 240.13d-1(e), 240.13d-1(f)or 240.13d-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 ss.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). 13D CUSIP No. 984757104 Page 2 of 7 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS. FORSTMANN LITTLE & CO. SUBORDINATED DEBT AND EQUITY MANAGEMENT BUYOUT PARTNERSHIP-VI, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 3,699,506 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 3,699,506 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,699,506 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 13D CUSIP No. 984757104 Page 3 of 7 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS. FORSTMANN LITTLE & CO. EQUITY PARTNERSHIP-V, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 5,617,769 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 5,617,769 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,617,769 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.3% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. This Amendment No. 5 amends and supplements the Statement on Schedule 13D, as amended by Amendments No. 1, No. 2, No. 3 and No. 4 (the "Schedule 13D"), relating to the common stock, par value $.01 per share (the "Common Stock"), of The Yankee Candle Company, Inc., a Massachusetts corporation (the "Company"), previously filed by Forstmann Little & Co. Equity Partnership-V, L.P. ("Equity-V"), a Delaware limited partnership, and Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership-VI, L.P. ("MBO-VI"), a Delaware limited partnership. Capitalized terms used and not defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. ITEM 4. Purpose of Transaction Item 4 is hereby amended and supplemented as follows: On May 23, 2003, Equity-V sold 7,525,231 shares of Common Stock and MBO-VI sold 4,955,640 shares of Common Stock pursuant to a registered public offering, at a price of $19.10 per share (net of underwriting discounts and commissions). ITEM 5. Interest in Securities of the Issuer Item 5 is hereby amended and supplemented as follows, as of May 23, 2003: (i) Equity-V: (a) Amount Beneficially Owned: Equity-V directly owns 5,617,769 shares of Common Stock. FLC XXX Partnership, L.P. ("FLC XXX"), a New York limited partnership having its principal business office at the address set forth in response to Item 2(b) of the Schedule 13D, is the general partner of Equity-V. Theodore J. Forstmann, Sandra J. Horbach, Thomas H. Lister and Winston W. Hutchins, each a United States citizen with his or her principal place of business being at the address set forth in response to Item 2(b) of the Schedule 13D, are the general partners of FLC XXX. The shares of Common Stock owned by Equity-V represent approximately 10.3% of the outstanding Common Stock. (b) Number of shares as to which such person has: (i) sole power to vote or to direct the vote - 5,617,769. (ii) shared power to vote or to direct the vote -- none. (iii) sole power to dispose or to direct the disposition of - 5,617,769. (iv) shared power to dispose or to direct the disposition of -- none. (ii) MBO-VI: (a) Amount Beneficially Owned: MBO-VI directly owns 3,699,506 shares of Common Stock. FLC XXIX Partnership, L.P. ("FLC XXIX"), a New York limited partnership having its principal business office at the address set forth in response to Item 2(b) of the Schedule 13D, is the general partner of MBO-VI. Theodore J. Forstmann, Sandra J. Horbach, Thomas H. Lister, Winston W. Hutchins, Jamie C. Nicholls and Gordon A. Holmes, each a United States citizen (other than Mr. Holmes, who is a citizen of the Republic of Ireland) with his or her principal place of business at the address set forth in response to Item 2(b) of the Schedule 13D, are the general partners of FLC XXIX. Mr. Lister, Ms. Nicholls and Mr. Holmes do not have any voting or investment power with respect to, or any economic interest in, the shares of Common Stock held by MBO-VI; and, accordingly, Mr. Lister, Ms. Nicholls and Mr. Holmes are not deemed to be the beneficial owners of these shares. The shares of Common Stock owned by MBO-VI represent approximately 6.8% of the outstanding Common Stock. (b) Number of shares as to which such person has: (i) sole power to vote or to direct the vote - 3,699,506 (ii) shared power to vote or to direct the vote -- none. (iii) sole power to dispose or to direct the disposition of - 3,699,506. (iv) shared power to dispose or to direct the disposition of -- none. (iii) See description of sale transaction in ITEM 4 above. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 is hereby supplemented as follows: As a result of the sales by Equity-V and MBO-VI (the "Forstmann Little partnerships") in the offering described in Item 4 above, the Forstmann Little partnerships own less than 20% of the outstanding Common Stock and the "Release Date" has occurred under the stockholders agreements between the Company and certain current and former executive officers and employees ("Stockholders") of the Company (including Mr. Michael Kittredge). After the occurrence of the Release Date, the Stockholders no longer have a contractual right to participate proportionately in sales of Common Stock (including public offerings) by the Forstmann Little partnerships. In addition, after the Release Date, the Forstmann Little partnerships no longer have the right to require that the Stockholders participate proportionately in sales or exchanges of Common Stock (including public offerings) by the Forstmann Little partnerships or, if such sale or exchange requires stockholder approval, to require that the Stockholders vote in favor of such sale or exchange. The foregoing description of the stockholders agreements between the Company and the Stockholders is not intended to be complete and is qualified in its entirety by the complete text of such stockholders agreements all of which are incorporated herein by reference, and which have been filed as Exhibits 3 and 4 hereto. ITEM 7. Material to be Filed as Exhibits 1. Agreement and Plan of Reorganization, dated July 2, 1999, between Yankee Candle and Yankee Candle Holdings, and the exhibits thereto. Filed as Exhibit 1 to the initial Schedule 13D, dated July 6, 1999, of Yankee Candle filed by the Forstmann Little partnerships. 2. Registration Rights Agreement, dated as of May 6, 1999, among Yankee Candle, Equity-V and MBO-VI. Filed as Exhibit 2 to the initial Schedule 13D, dated July 6, 1999, of Yankee Candle filed by the Forstmann Little partnerships. 3. Form of Stockholder's Agreement between Yankee Candle and Stockholders (other than Michael Kittredge). Filed as Exhibit 3 to the initial Schedule 13D, dated July 6, 1999, of Yankee Candle filed by the Forstmann Little partnerships. 4. Stockholder's Agreement, dated as of April 27, 1998, between Yankee Candle and Michael Kittredge. Filed as Exhibit 10.6 to Yankee Candle's Registration Statement on Form S-1 (File No. 333-76397) and incorporated by reference herein. 5. Management Rights Letters, each dated as of May 1, 1999, between Yankee Candle and the Forstmann Little partnerships. Filed as Exhibit 5 to the initial Schedule 13D, dated July 6, 1999, of Yankee Candle filed by the Forstmann Little partnerships. 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. Dated: May 23, 2003 FORSTMANN LITTLE & CO. EQUITY PARTNERSHIP-V, L.P. By: FLC XXX Partnership, L.P. its general partner By: /s/ Winston W. Hutchins ------------------------------ Winston W. Hutchins, a general partner FORSTMANN LITTLE & CO. SUBORDINATED DEBT AND EQUITY MANAGEMENT BUYOUT PARTNERSHIP-VI, L.P. By: FLC XXIX Partnership, L.P. its general partner By: /s/ Winston W. Hutchins ------------------------------ Winston W. Hutchins, a general partner EX-99 3 exh-99_1.txt Schedule I FLC XXX Partnership, L.P.: General Partner of Equity-V FLC XXX Partnership, L.P., a New York limited partnership ("FLC XXX"), is the general partner of Equity-V. Its purpose is to act as general partner of Equity-V and other limited partnerships affiliated with Equity-V. The address of the principal office of Equity-V is c/o Forstmann Little & Co., 767 Fifth Avenue, New York, NY 10153. Partners of FLC XXX The following are the general partners of FLC XXX, the general partner of Equity-V. All of the following are general partners of partnerships affiliated with Forstmann Little & Co., a private investment firm. The business address of each of the following persons is 767 Fifth Avenue, New York, NY 10153 and each is a citizen of the United States. Theodore J. Forstmann Sandra J. Horbach Thomas H. Lister Winston W. Hutchins FLC XXIX Partnership, L.P.: General Partner of MBO-VI FLC XXIX Partnership, L.P., a New York limited partnership ("FLC XXIX"), is the general partner of MBO-VI. Its purpose is to act as general partner of MBO-VI and other limited partnerships affiliated with MBO-VI. The address of the principal office of FLC XXIX is c/o Forstmann Little & Co., 767 Fifth Avenue, New York, NY 10153. Partners of FLC XXIX The following are the general partners of FLC XXIX, the general partner of MBO-VI. All of the following are general partners of partnerships affiliated with Forstmann Little & Co., a private investment firm. The business address of each of the following persons is 767 Fifth Avenue, New York, NY 10153 and each is a citizen of the United States (other than Mr. Holmes, who is a citizen of the Republic of Ireland.) Theodore J. Forstmann Sandra J. Horbach Thomas H. Lister Winston W. Hutchins Jamie C. Nicholls Gordon A. Holmes -----END PRIVACY-ENHANCED MESSAGE-----