-----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, IYFesnced+9nfeQUxhw0XgHHXNYPt7cEnLWTdRZRXPAPi3w0zjkncUA/PZ56+3br st9qSFHC7j0f1xXzK2TAig== 0000919574-06-002616.txt : 20060605 0000919574-06-002616.hdr.sgml : 20060605 20060605163717 ACCESSION NUMBER: 0000919574-06-002616 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060605 DATE AS OF CHANGE: 20060605 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENCORE CAPITAL GROUP INC CENTRAL INDEX KEY: 0001084961 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 481090909 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58347 FILM NUMBER: 06886643 BUSINESS ADDRESS: STREET 1: 8875 AERO DRIVE, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92123 BUSINESS PHONE: 8007590327 MAIL ADDRESS: STREET 1: 8875 AERO DRIVE, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92123 FORMER COMPANY: FORMER CONFORMED NAME: MCM CAPITAL GROUP INC DATE OF NAME CHANGE: 19990430 FORMER COMPANY: FORMER CONFORMED NAME: MIDLAND CORP OF KANSAS DATE OF NAME CHANGE: 19990423 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SECOND CURVE CAPITAL LLC CENTRAL INDEX KEY: 0001136704 IRS NUMBER: 134096446 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 PARK AVENUE SUITE 3300 CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2128083546 MAIL ADDRESS: STREET 1: 200 PARK AVENUE SUITE 3300 CITY: NEW YORK STATE: NY ZIP: 10166 SC 13G/A 1 d675697_13g-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1) Encore Capital Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 292554102 - -------------------------------------------------------------------------------- (CUSIP Number) May 26, 2006 - -------------------------------------------------------------------------------- (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 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. 292554102 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Second Curve Capital, LLC 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,657,900 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,657,900 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,657,900 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.7% 12. TYPE OF REPORTING PERSON* OO ________________________________________________________________________________ CUSIP No. 292554102 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Thomas K. Brown 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,657,900 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,657,900 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,657,900 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.7% 12. TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ CUSIP No. 292554102 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Second Curve Opportunity Fund, LP 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,251,307 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,251,307 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,251,307 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.5% 12. TYPE OF REPORTING PERSON* PN CUSIP No. 292554102 Item 1(a). Name of Issuer: Encore Capital Group, Inc. -------------------------------------------------------------------- Item 1(b). Address of Issuer's Principal Executive Offices: 8875 Aero Drive, Suite 200 San Diego, CA 92123 -------------------------------------------------------------------- Item 2(a). Name of Persons Filing: Second Curve Capital, LLC Thomas K. Brown Second Curve Opportunity Fund, LP -------------------------------------------------------------------- Item 2(b). Address of Principal Business Office, or if None, Residence: 405 Lexington Avenue, 52nd Floor New York, New York 10174 -------------------------------------------------------------------- Item 2(c). Citizenship: Second Curve Capital, LLC - Delaware Limited Liability Company Thomas K. Brown - United States of America Second Curve Opportunity Fund, LP - Delaware Limited Partnership -------------------------------------------------------------------- Item 2(d). Title of Class of Securities: Common Stock, $0.01 par value -------------------------------------------------------------------- Item 2(e). CUSIP Number: 292554102 -------------------------------------------------------------------- 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). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Second Curve Capital, LLC - 2,657,900 shares Thomas K. Brown - 2,657,900 shares Second Curve Opportunity Fund, LP - 1,251,307 ---------------------------------------------------------------------- (b) Percent of class: Second Curve Capital, LLC - 11.7% Thomas K. Brown - 11.7% Second Curve Opportunity Fund, LP - 5.5% ---------------------------------------------------------------------- (c) Number of shares as to which Second Curve Capital, LLC has: (i) Sole power to vote or to direct the vote 0 shares with sole power to vote or to direct the vote, (ii) Shared power to vote or to direct the vote 2,657,900 shares with shared power to vote or to direct the vote. (iii) Sole power to dispose or to direct the disposition of 0 shares with sole power to dispose or to direct the disposition of, (iv) Shared power to dispose or to direct the disposition of 2,657,900 shares with shared power to dispose or to direct the disposition of. (c) Number of shares as to which Thomas K. Brown has: (i) Sole power to vote or to direct the vote 0 shares with sole power to vote or to direct the vote, (ii) Shared power to vote or to direct the vote 2,657,900 shares with shared power to vote or to direct the vote. (iii) Sole power to dispose or to direct the disposition of 0 shares with sole power to dispose or to direct the disposition of, (iv) Shared power to dispose or to direct the disposition of 2,657,900 shares with shared power to dispose or to direct the disposition of. (c) Number of shares as to which Second Curve Opportunity Fund, LP has: (i) Sole power to vote or to direct the vote 0 shares with sole power to vote or to direct the vote, (ii) Shared power to vote or to direct the vote 1,251,307 shares with shared power to vote or to direct the vote. (iii) Sole power to dispose or to direct the disposition of 0 shares with sole power to dispose or to direct the disposition of, (iv) Shared power to dispose or to direct the disposition of 1,251,307 shares with shared power to dispose or to direct the disposition of. 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 [ ]. N/A ----------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A ----------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A ----------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A ----------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ----------------------------------------------------------------------- Item 10. Certifications. By signing below we certify that, to the best of our 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 such purpose or effect. 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. June 5, 2006 (Date) SECOND CURVE CAPITAL, LLC** (Signature) By: /s/ Thomas K. Brown - ----------------------------------- (Name/Title) Thomas K. Brown, Managing Member /s/ Thomas K. Brown** - ----------------------------------- Thomas K. Brown SECOND OPPORTUNITY FUND, LP** By: SECOND CURVE MANAGEMENT, LLC, its general partner (Signature) By: /s/ Thomas K. Brown - ----------------------------------- Name/Title) Thomas K. Brown, Managing Member 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 for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). ** The reporting persons disclaim beneficially ownership of the securities reported herein, except to the extent of their pecuniary interest therein. Exhibit A AGREEMENT The undersigned agree that this schedule 13G dated June 5, 2006 relating to the Common Stock, $0.01 par value of Encore Capital Group, Inc. shall be filed on behalf of the undersigned. /s/ Thomas K. Brown - ----------------------------------- Thomas K. Brown Second Curve Capital, LLC By: /s/ Thomas K. Brown - ----------------------------------- Thomas K. Brown, Managing Member SECOND OPPORTUNITY FUND, LP** By: SECOND CURVE MANAGEMENT, LLC, its general partner By: /s/ Thomas K. Brown - ----------------------------------- Thomas K. Brown, Managing Member SK 21989 0003 675697 6/5/06 01:48 PM -----END PRIVACY-ENHANCED MESSAGE-----