Form SC 13G

-----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, OhF/wk0vWN5jDOEPlBq14SqsnOyGKYS7ePy1d8+oNUY8vVIK1zmnAlpB+cs3Igik EMRSYb4YBq1nv5pV+mK2IA== 0001012870-03-000738.txt : 20030214 0001012870-03-000738.hdr.sgml : 20030214 20030214134935 ACCESSION NUMBER: 0001012870-03-000738 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030214 GROUP MEMBERS: SILVER LAKE INVESTORS LP GROUP MEMBERS: SLIVER LAKE TECHNOLOGY INVESTORS LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SILVER LAKE PARTNERS LP CENTRAL INDEX KEY: 0001088186 IRS NUMBER: 943345401 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2725 SAND HILL RD STREET 2: STE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 MAIL ADDRESS: STREET 1: 2725 SAND HILL ROAD STE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INSTINET GROUP INC CENTRAL INDEX KEY: 0001132327 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134134098 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78064 FILM NUMBER: 03565801 BUSINESS ADDRESS: STREET 1: 3 TIME SQUARE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123109500 MAIL ADDRESS: STREET 1: 3 TIME SQUARE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: INSTINCT GROUP LLC DATE OF NAME CHANGE: 20010110 FORMER COMPANY: FORMER CONFORMED NAME: INSTINET GROUP LLC DATE OF NAME CHANGE: 20010207 SC 13G 1 dsc13g.htm FORM SC 13G Form SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Instinet Group Incorporated

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

457750107

(CUSIP Number)

December 31, 2002

(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)

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 the disclosures provided in a prior cover page.

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 (“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. 457750107				Page 2 of 12 Pages


1.		Name of Reporting Persons: Silver Lake Partners, L.P., a Delaware limited partnership I.R.S. Identification Nos. of above persons (entities only): Not Required

2.		Check the Appropriate Box if a Member of a Group (a) x (b) ¨

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: 10,026,229*

7. Sole Dispositive Power: 0

8. Shared Dispositive Power: 10,026,229*

9.		Aggregate Amount Beneficially Owned by Each Reporting Person: 10,026,229*

10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x

11.		Percent of Class Represented by Amount in Row (9): 3%

12.		Type of Reporting Person (See Instructions): PN

Includes shares owned by a group of investment funds affiliated with Silver Lake Partners, L.P. (“SLP”), including (i) 9,540,028 shares owned by SLP, (ii) 275,133 shares owned by Silver Lake Investors, L.P. (“SLI”) and (iii) 211,068 shares owned by Silver Lake Technology Investors, L.L.C. (“SLTI”). The number reported in Items 6, 8 and 9 does not include the 240,264,678 shares held by the other parties to the Stockholders Agreement, dated June 9, 2002. SLP, SLI and SLTI and the other parties to the Stockholders Agreement own in the aggregate 250,290,907 shares of the Issuer’s Common Stock. Each of SLP, SLI and SLTI disclaims beneficial ownership of the 240,264,678 shares held by such other parties to the Stockholders Agreement.

Percentage ownership has been determined based on 329,495,961 shares of Common Stock outstanding as of September 30, 2002 based on the Issuer’s quarterly report filed on Form 10-Q.


CUSIP No. 457750107				Page 3 of 12 Pages


1.		Name of Reporting Persons: Silver Lake Investors, L.P., a Delaware limited partnership I.R.S. Identification Nos. of above persons (entities only): Not Required

2.		Check the Appropriate Box if a Member of a Group (a) x (b) ¨

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: 10,026,229*

7. Sole Dispositive Power: 0

8. Shared Dispositive Power: 10,026,229*

9.		Aggregate Amount Beneficially Owned by Each Reporting Person: 10,026,229*

10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x

11.		Percent of Class Represented by Amount in Row (9): 3%

12.		Type of Reporting Person (See Instructions): PN

Percentage ownership has been determined based on 329,495,961 shares of Common Stock outstanding as of September 30, 2002 based on the Issuer’s quarterly report filed on Form 10-Q.


CUSIP No. 457750107				Page 4 of 12 Pages


1.		Name of Reporting Persons: Silver Lake Technology Investors, L.L.C., a Delaware limited liability company I.R.S. Identification Nos. of above persons (entities only): Not Required

2.		Check the Appropriate Box if a Member of a Group (a) x (b) ¨

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: 10,026,229*

7. Sole Dispositive Power: 0

8. Shared Dispositive Power: 10,026,229*

9.		Aggregate Amount Beneficially Owned by Each Reporting Person: 10,026,229*

10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x

11.		Percent of Class Represented by Amount in Row (9): 3%

12.		Type of Reporting Person (See Instructions): OO

Percentage ownership has been determined based on 329,495,961 shares of Common Stock outstanding as of September 30, 2002 based on the Issuer’s quarterly report filed on Form 10-Q.


Item 1(a).		Name of Issuer:

		Instinet Group Incorporated

Item 1(b).		Address of Issuer’s Principal Executive Offices:

		3 Times Square, 10th Floor, New York, NY 10036

Item 2(a).		Name of Person(s) Filing:

		The persons filing this Schedule are (i) Silver Lake Partners, L.P., a Delaware limited partnership (“SLP”), (ii) Silver Lake Investors, L.P., a Delaware limited partnership (“SLI”) and (iii) Silver Lake Technology Investors, L.L.C., a Delaware limited liability company (“SLTI”).

Item 2(b).		Address of Principal Business Office or, if None, Residence:

		For purposes of this filing, the address of the principal business office of (i) SLP is c/o Silver Lake Technology Associates, L.L.C., 320 Park Avenue, 33rd Floor, New York, NY 10022, (ii) SLI is c/o Silver Lake Technology Associates, L.L.C., 320 Park Avenue, 33rd Floor, New York, NY 10022 and (iii) SLTI is c/o Silver Lake Technology Management, L.L.C., 320 Park Avenue, 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:

		457750107

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:

		Not applicable.

Item 4.		Ownership.

		(a) Amount beneficially owned: See Item 9 of each cover page.

		(b) Percent of class: See Item 11 of each cover page. (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.

		Not applicable.

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 or Control Person.

		Not applicable.

Item 8.		Identification and Classification of Members of the Group.

		SLP, SLI and SLTI are parties to a Stockholders Agreement, dated as of June 9, 2002, between the Issuer, Reuters Limited, Reuters C Corp., Reuters Holdings Switzerland SA, entities affiliated with Bain Capital and entities affiliated with TA Associates, Inc. An Exhibit B listing each party to the Stockholders Agreement is attached hereto. The Stockholders Agreement requires the parties to vote their Common Stock for directors that are designated in accordance with the provisions of the Stockholders Agreement. In addition, the Stockholders Agreement requires, under certain circumstances, the parties to vote their shares of Common Stock in favor of certain equity issuances by the Issuer and imposes certain restrictions on sales of Common Stock by the parties. The aggregate number of shares of Common Stock owned by the parties to the Stockholders Agreement, based on information provided to SLP, SLI and SLTI by the other parties to the Stockholders Agreement, is 250,290,907 shares. The share ownership reported for SLP, SLI and SLTI does not include any shares owned by the other parties to the Stockholders Agreement. SLP, SLI and SLTI disclaim beneficial ownership of any shares of Common Stock owned by the other parties to the Stockholders Agreement.

Item 9.		Notice of Dissolution of Group.

		Not applicable.

Item 10.		Certifications.

		Not applicable.

SIGNATURES

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

Dated: 2/14/03

SILVER LAKE PARTNERS, L.P.

By:	Silver Lake Technology Associates, L.L.C., its General Partner

	By:	/s/ GLENN HUTCHINS
	Name:	Glenn Hutchins
	Title:	Managing Director

SILVER LAKE INVESTORS, L.P.

By:	Silver Lake Technology Associates, L.L.C., its General Partner

	By:	/s/ GLENN HUTCHINS
	Name:	Glenn Hutchins
	Title:	Managing Director

SILVER LAKE TECHNOLOGY INVESTORS, L.L.C.

By:	Silver Lake Technology Management, L.L.C., its Managing Member

	By:	/s/ GLENN HUTCHINS
	Name:	Glenn Hutchins
	Title:	Managing Director

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

EXHIBIT INDEX

Exhibit

Exhibit A:		Agreement of Joint Filing

Exhibit B:		Parties to the Stockholders Agreement

Exhibit A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Instinet Group Incorporated shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

Dated: 2/14/03

SILVER LAKE PARTNERS, L.P.

By:	Silver Lake Technology Associates, L.L.C., its General Partner

	By:	/s/ GLENN HUTCHINS
	Name:	Glenn Hutchins
	Title:	Managing Director

SILVER LAKE INVESTORS, L.P.

By:	Silver Lake Technology Associates, L.L.C., its General Partner

	By:	/s/ GLENN HUTCHINS
	Name:	Glenn Hutchins
	Title:	Managing Director

SILVER LAKE TECHNOLOGY INVESTORS, L.L.C.

By:	Silver Lake Technology Management, L.L.C., its Managing Member

	By:	/s/ GLENN HUTCHINS
	Name:	Glenn Hutchins
	Title:	Managing Director

Exhibit B

Parties to the Stockholders Agreement

Instinet Group Incorporated

Reuters Limited

Reuters C Corp.

Reuters Holdings Switzerland SA

Bain Capital Fund VII, LLC

Bain Capital VII Coinvestment Fund, LLC

BCI Datek Investors, LLC

BCIP Associates II

BCIP Associates II-B

10.

BCIP Trust Associates II

11.

BCIP Trust Associates II-B

12.

Silver Lake Partners, L.P.

13.

Silver Lake Investors, L.P.

14.

Silver Lake Technology Investors, L.L.C.

15.

TA/Advent VIII, L.P.

16.

TA Executives Fund, LLC

17.

TA Investors, LLC

18.

TA Atlantic & Pacific IV, L.P.

19.

TA IX, L.P.

20.

Advent Atlantic & Pacific III, L.P.

21.

1998 GPH Fund, LLC

22.

GPH DT Partners

23.

2000 Exchange Place Fund, LLC

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