-----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, VJAb2U0orwwnEPpGvelfDP6keChY4fRCHMMVs3LcX5qeXbpYNFVyOQx/N6xZw4lx KxKUEnkLHjycC23yDfvs2Q== 0000893750-02-000077.txt : 20020414 0000893750-02-000077.hdr.sgml : 20020414 ACCESSION NUMBER: 0000893750-02-000077 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020207 GROUP MEMBERS: RESOURCES CONNECTION INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RESOURCES CONNECTION INC CENTRAL INDEX KEY: 0001084765 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 330832424 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60985 FILM NUMBER: 02530067 BUSINESS ADDRESS: STREET 1: 695 TOWN CTR DR STREET 2: STE 600 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 8009001131 MAIL ADDRESS: STREET 1: 695 TOWN CENTER DRIVE, SUITE 600 STREET 2: 695 TOWN CENTER DRIVE, SUITE 600 CITY: COSTA MESA STATE: CA ZIP: 92626 FORMER COMPANY: FORMER CONFORMED NAME: RC TRANSACTION CORP DATE OF NAME CHANGE: 20000824 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EVERCORE CAPITAL OFFSHORE PARTNERS LP CENTRAL INDEX KEY: 0001166446 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 65 EAST 55TH ST STREET 2: 33RD FL. CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128573100 MAIL ADDRESS: STREET 1: 65 EAST 55TH ST STREET 2: 33RD FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 sched13g.txt STATEMENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1) Resources Connection, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 76122Q105 - ------------------------------------------------------------------------------- (CUSIP Number) December 31, 2001 - ------------------------------------------------------------------------------- (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) 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). SCHEDULE 13G CUSIP No. 76122Q105 Page 2 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person: Evercore Capital Partners L.P. 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 5 Sole Voting Power SHARES 589,677 BENEFICIALLY 6 Shared Voting Power OWNED BY EACH 0 REPORTING PERSON 7 Sole Dispositive Power WITH 589,677 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 589,677 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |_| 11 Percent of Class Represented by Amount in Row (9) 2.78% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 76122Q105 Page 3 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person: Evercore Capital Partners (NQ) L.P. 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 5 Sole Voting Power SHARES 142,094 BENEFICIALLY 6 Shared Voting Power OWNED BY EACH 0 REPORTING PERSON 7 Sole Dispositive Power WITH 142,094 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 142,094 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |_| 11 Percent of Class Represented by Amount in Row (9) 0.670% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 76122Q105 Page 4 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person: Evercore Co-Investment Partnership L.P. 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 5 Sole Voting Power SHARES 61,363 BENEFICIALLY 6 Shared Voting Power OWNED BY EACH 0 REPORTING PERSON 7 Sole Dispositive Power WITH 61,363 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 61,363 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |_| 11 Percent of Class Represented by Amount in Row (9) .290% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 76122Q105 Page 5 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person: Evercore Capital Offshore Partners L.P. 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 5 Sole Voting Power SHARES 155,446 BENEFICIALLY 6 Shared Voting Power OWNED BY EACH 0 REPORTING PERSON 7 Sole Dispositive Power WITH 155,446 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 155,446 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |_| 11 Percent of Class Represented by Amount in Row (9) 0.734% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 76122Q105 Page 6 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person: Evercore Partners L.L.C. 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 5 Sole Voting Power SHARES 948,580 BENEFICIALLY 6 Shared Voting Power OWNED BY EACH 0 REPORTING PERSON 7 Sole Dispositive Power WITH 948,580 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 948,580 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |_| 11 Percent of Class Represented by Amount in Row (9) 4.47% 12 Type of Reporting Person (See Instructions) CO SCHEDULE 13G Item 1(a). Name of Issuer: Resources Connection, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 695 Town Center Drive, Suite 600 Costa Mesa, California 92626 Item 2(a). Name of Persons Filing: Evercore Capital Partners L.P. Evercore Capital Partners (NQ) L.P. Evercore Co-Investment Partnership L.P. Evercore Capital Offshore Partners L.P. Evercore Partners L.L.C. Item 2(b). Address of Principal Business Office or, if None, Residence: c/o Evercore Partners L.L.C. 65 East 55th Street, 33rd Floor New York, NY 10022 Item 2(c). Citizenship: See Item 4 of each cover page. Item 2(d). Title of Class of Securities: Common Stock, par value $0.01 per share Item 2(e). CUSIP Number: 76122Q105 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); If this statement is filed pursuant to Rule 13d-1(c), check this box.|X| Item 4. Ownership. (a) Amount Beneficially Owned Evercore Capital Partners L.P. holds directly, and has sole voting and dispositive power with respect to 589,677 shares of Common Stock. Evercore Capital Partners (NQ) L.P. holds directly, and has sole voting and dispositive power with respect to 142,094 shares of Common Stock. Evercore Co-Investment Partnership L.P. holds directly, and has sole voting and dispositive power with respect to 61,363 shares of Common Stock. Evercore Capital Offshore Partners L.P. holds directly, and has sole voting and dispositive power with respect to 155,446 shares of Common Stock. As the general partner with voting and investment control of Evercore Partners L.P., Evercore Capital Partners (NQ) L.P., Evercore Capital Offshore Partners L.P. and Evercore Co-Investment Partnership L.P., Evercore Capital Partners L.L.C. may be deemed to be the beneficial owner of the shares of Common Stock held by Evercore Partners L.P., Evercore Capital Partners (NQ) L.P., Evercore Capital Offshore Partners L.P and Evercore Co-Investment Partnership L.P.. (b) Percent of Class See Item 11 of each cover page, which is based upon Item 5 of each cover page. See Item 4(a). (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote See Item 5 of each cover page. (ii) shared power to vote or to direct the vote See Item 6 of each cover page. (iii) sole power to dispose or to direct the disposition of See Item 7 of each cover page. (iv) shared power to dispose or to direct the disposition of See Item 8 of each cover page. 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 [X]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. 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 that purpose or effect. SIGNATURES 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. EVERCORE CAPITAL PARTNERS L.P. By: Evercore Partners L.L.C., general partner By: /s/ David G. Offensend Name: David G. Offensend Title: Managing Member EVERCORE CAPITAL PARTNERS (NQ) L.P. By: Evercore Partners L.L.C., general partner By: /s/ David G. Offensend Name: David G. Offensend Title: Managing Member EVERCORE CO-INVESTMENT PARTNERSHIP L.P. By: Evercore Partners L.L.C., general partner By: /s/ David G. Offensend Name: David G. Offensend Title: Managing Member EVERCORE CAPITAL OFFSHORE PARTNERS L.P. By: Evercore Partners L.L.C., general partner By: /s/ David G. Offensend Name: David G. Offensend Title: Managing Member EVERCORE PARTNERS L.L.C. By: /s/ David G. Offensend Name: David G. Offensend Title: Managing Member January 31, 2002 EXHIBITS Exhibit A - Joint Filing Agreement JOINT FILING AGREEMENT We, the signatories of the statement on Schedule 13G to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us. EVERCORE CAPITAL PARTNERS L.P. By: Evercore Partners L.L.C., general partner By: /s/ David G. Offensend Name: David G. Offensend Title: Managing Member EVERCORE CAPITAL PARTNERS (NQ) L.P. By: Evercore Partners L.L.C., general partner By: /s/ David G. Offensend Name: David G. Offensend Title: Managing Member EVERCORE CO-INVESTMENT PARTNERSHIP L.P. By: Evercore Partners L.L.C., general partner By: /s/ David G. Offensend Name: David G. Offensend Title: Managing Member EVERCORE CAPITAL OFFSHORE PARTNERS L.P. By: Evercore Partners L.L.C., general partner By: /s/ David G. Offensend Name: David G. Offensend Title: Managing Member EVERCORE PARTNERS L.L.C. By: /s/ David G. Offensend Name: David G. Offensend Title: Managing Member January 31, 2002 -----END PRIVACY-ENHANCED MESSAGE-----