-----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, L1LqKjwFs2IO3JAHChzQUXpiss4U/r9qCoTfG58/SYfzmCsi2HUceHSCQnSz/r6i 8u5hQxSP45gGqx5/5O55aQ== 0001125282-04-002912.txt : 20040622 0001125282-04-002912.hdr.sgml : 20040622 20040621201830 ACCESSION NUMBER: 0001125282-04-002912 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040622 GROUP MEMBERS: D.E. SHAW & CO., L.P. GROUP MEMBERS: D.E. SHAW INVESTMENT GROUP, L.L.C. GROUP MEMBERS: DAVID E. SHAW SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY SECURITIES TRUST II CENTRAL INDEX KEY: 0001161676 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-62459 FILM NUMBER: 04873448 BUSINESS ADDRESS: STREET 1: C/O PUGLISI & ASSOCIATES STREET 2: 850 LIBRARY AVENUE SUITE 204 CITY: NEWARK STATE: DE ZIP: 19711 FORMER COMPANY: FORMER CONFORMED NAME: DECS TRUST VIII DATE OF NAME CHANGE: 20011030 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: D. E. Shaw Valence Portfolios, L.L.C. CENTRAL INDEX KEY: 0001294704 IRS NUMBER: 134046559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 120 W. 45TH STREET STREET 2: 39 FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 478-0000 MAIL ADDRESS: STREET 1: 120 W. 45TH STREET STREET 2: 39 FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G 1 b332712_13g.txt EQUITY SECURITIES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Equity Securities Trust II -------------------------- (Name of Issuer) Equity Trust Securities ----------------------- (Title of Class of Securities) 29477Q204 --------- (CUSIP Number) June 10, 2004 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which the 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 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. 29477Q204 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) D. E. Shaw Valence Portfolios, L.L.C. 13-4046559 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 708,100 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 708,100 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 708,100 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.3% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP NO. 29477Q204 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) D. E. Shaw & Co., L.P. 13-3695715 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 833,000 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 833,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 833,000 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN CUSIP NO. 29477Q204 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) D. E. Shaw Investment Group, L.L.C. 13-3544420 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 124,900 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 124,900 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 124,900 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.5% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP NO. 29477Q204 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David E. Shaw 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 833,000 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 833,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 833,000 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN ITEM 1. (A) NAME OF ISSUER Equity Securities Trust II (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES c/o The Bank of New York 101 Barclay Street New York, New York 10286 ITEM 2. (A) NAME OF PERSON FILING D. E. Shaw Valence Portfolios, L.L.C. D. E. Shaw & Co., L.P. D. E. Shaw Investment Group, L.L.C. David E. Shaw (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE The business address for each reporting person is: 120 W. 45th Street, Tower 45, 39th Floor New York, NY 10036 (C) CITIZENSHIP D. E. Shaw Valence Portfolios, L.L.C. is a limited liability company organized under the laws of the state of Delaware. D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware. D. E. Shaw Investment Group, L.L.C. is a limited liability company organized under the laws of the state of Delaware. David E. Shaw is a citizen of the United States of America. (D) TITLE OF CLASS OF SECURITIES Equity Trust Securities (E) CUSIP NUMBER 29477Q204 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: D. E. Shaw & Co., L.P is an investment adviser in accordance with rule 13d-1(b) (1)(ii)(E) ITEM 4. OWNERSHIP. (a) Amount beneficially owned: D. E. Shaw Valence Portfolios, L.L.C.: 708,100 shares This includes (i) 552,500 shares in the name of D. E. Shaw Valence Portfolios, L.L.C. and (ii) 155,600 shares in the name of a swap counterparty to which D. E. Shaw Valence Portfolios, L.L.C. has exposure D. E. Shaw & Co., L.P.: 833,000 shares This includes (i) 552,500 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 155,600 shares in the name of a swap counterparty to which D. E. Shaw Valence Portfolios, L.L.C. has exposure, (iii) 97,500 shares in the name of D. E. Shaw Investment Group, L.L.C. and (iv) 27,400 shares in the name of a swap counterparty to which D. E. Shaw Investment Group, L.L.C. has exposure D. E. Shaw Investment Group, L.L.C.: 124,900 shares This includes (i) 97,500 shares in the name of D. E. Shaw Investment Group, L.L.C. and (ii) 27,400 shares in the name of a swap counterparty to which D. E. Shaw Investment Group, L.L.C. has exposure. David E. Shaw: 833,000 shares This includes (i) 552,500 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 155,600 shares in the name of a swap counterparty to which D. E. Shaw Valence Portfolios, L.L.C. has exposure, (iii) 97,500 shares in the name of D. E. Shaw Investment Group, L.L.C. and (iv) 27,400 shares in the name of a swap counterparty to which D. E. Shaw Investment Group, L.L.C. has exposure. (b) Percent of class: D. E. Shaw Valence Portfolios, L.L.C.: 8.3% D. E. Shaw & Co., L.P.: 9.8% D. E. Shaw Investment Group, L.L.C.: 1.5% David E. Shaw: 9.8% (c) Number of shares to which the person has: (i) Sole power to vote or to direct the vote: D. E. Shaw Valence Portfolios, L.L.C.: -0- shares D. E. Shaw & Co., L.P.: -0- shares D. E. Shaw Investment Group, L.L.C.: -0- shares David E. Shaw: -0- shares (ii) Shared power to vote or to direct the vote: D. E. Shaw Valence Portfolios, L.L.C.: 708,100 shares D. E. Shaw & Co., L.P.: 833,000 shares D. E. Shaw Investment Group, L.L.C.: 124,900 shares David E. Shaw: 833,000 shares For further details on shares refer 4 (a) above. (i) Sole power to dispose or to direct the disposition of: D. E. Shaw Valence Portfolios, L.L.C. -0- shares D. E. Shaw & Co., L.P.: -0- shares D. E. Shaw Investment Group, L.L.C. -0- shares David E. Shaw: -0- shares (ii) Shared power to dispose or to direct the disposition of: D. E. Shaw Valence Portfolios, L.L.C. 708,100 shares D. E. Shaw & Co., L.P.: 833,000 shares D. E. Shaw Investment Group, L.L.C. 124,900 shares David E. Shaw: 833,000 shares For further details on shares refer 4 (a) above. The amount reported as beneficially owned by D. E. Shaw & Co., L.P. ("DESCO LP"), D. E. Shaw Valence, L.L.C. ("Valence"), D. E. Shaw Investment Group,L.L.C. ("Investment Group"), and David E. Shaw (each a "Reporting Person" and collectively the "Reporting Persons") includes exposure to shares held in the name of a swap counterparty and therefore not directly or indirectly owned by the Reporting Persons. The exposure to shares held in the name of a swap counterparty for each Reporting Person is as follows: Valence has exposure to 155,600 shares constituting 1.8% of outstanding shares; Investment Group has exposure to 27,400 shares constituting 0.3% of outstanding shares; DESCO LP, as investment adviser to Valence and Investment Group and managing member of Valence and Investment Group, has indirect exposure to 183,000 shares constituting 2.1% of outstanding shares; and David E. Shaw by virtue of his position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, has indirect exposure to the aggregate 183,000 shares constituting 2.1% of outstanding shares. The Reporting Persons may have the shared power to dispose or direct the disposition of, the applicable shares held in the name of the swap counterparty, including to themselves and, therefore, the Reporting Persons may be deemed to be the beneficial owner of such shares. The Reporting Persons disclaim beneficial ownership of their respective amounts of such shares. David E. Shaw does not own any shares directly. By virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, which in turn is the investment adviser of and managing member of Valence and Investment Group, David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 833,000 shares as described above constituting 9.8% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 833,000 shares. 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 Not Applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not Applicable ITEM 10. CERTIFICATION By signing below, each of D. E. Shaw & Co., L.P., D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw Investment Group, L.L.C., and David E. Shaw certify that, to the best of such reporting person's 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 such purposes or effect. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. A Power of Attorney dated February 24, 2004, granted by David E. Shaw in favor of Eric Wepsic (and others), is attached hereto. Dated: June 21, 2004 D. E. Shaw Valence Portfolios, L.L.C. By: D. E. Shaw & Co., L.P., as managing member By: /s/ Eric Wepsic --------------------------- Eric Wepsic Managing Director D. E. Shaw & Co., L.P. By: /s/ Eric Wepsic ----------------------------------- Eric Wepsic Managing Director D. E. Shaw Investment Group, L.L.C. By: D. E. Shaw & Co., L.P., as managing member By: /s/ Eric Wepsic --------------------------- Eric Wepsic Managing Director David E. Shaw By: /s/ Eric Wepsic ----------------------------------- Eric Wepsic Attorney-in-Fact for David E. Shaw EXHIBIT 1 POWER OF ATTORNEY FOR CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, David E. Shaw, hereby make, constitute and appoint each of: Anne Dinning, Julius Gaudio, Lou Salkind, Stuart Steckler, and Eric Wepsic, acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L. P. and general partner or managing member of other entities, any which in turn may be acting for itself or other entities) all documents, certificates, instruments, statement, other filings, and amendments to the forgoing (collectively, "documents") determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F, and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person's execution, delivery, furnishing, and/or filing of the applicable document. This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled. IN WITNESS HEREOF, I have executed this instrument as of the date set forth below. Date: February 24, 2004 DAVID E. SHAW, as President of D. E. Shaw & Co., Inc. /s/David E. Shaw New York, New York EXHIBIT 2 JOINT FILING AGREEMENT ---------------------- In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Equity Trust Securities of Equity Securities Trust II, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement this 21st day of June, 2004. D. E. Shaw Valence Portfolios, L.L.C. By: D.E. Shaw & Co., L.P., as managing member By: /s/ Eric Wepsic ---------------------------- Eric Wepsic Managing Director D. E. Shaw & Co., L.P. By: /s/ Eric Wepsic ------------------------------------ Eric Wepsic Managing Director D. E. Shaw Investment Group, L.L.C. By: D. E. Shaw & Co., L.P., as managing member By: /s/ Eric Wepsic ----------------------------- Eric Wepsic Managing Director David E. Shaw By: /s/ Eric Wepsic ------------------------------------ Eric Wepsic Attorney-in-Fact for David E. Shaw -----END PRIVACY-ENHANCED MESSAGE-----