-----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, Wn7KRHiyIbrjDiRsm5VnvCPfprIxqQhTPln+KhHuCjwLOiRI87IFA5QXZ9m29jmX WD1kQtFN8kweUnO7kOYl4A== 0000950123-04-001711.txt : 20040213 0000950123-04-001711.hdr.sgml : 20040213 20040213101401 ACCESSION NUMBER: 0000950123-04-001711 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040213 GROUP MEMBERS: EXEL INTERNATIONAL HOLDINGS (NETHERLANDS 2) B V SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIRVA INC CENTRAL INDEX KEY: 0001181232 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 522070058 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79576 FILM NUMBER: 04595234 BUSINESS ADDRESS: STREET 1: 700 OAKMONT LANE CITY: WESTMONT STATE: IL ZIP: 60559 BUSINESS PHONE: 6304684743 MAIL ADDRESS: STREET 1: 700 OAKMONT LANE CITY: WESTMONT STATE: IL ZIP: 60559 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EXEL PLC CENTRAL INDEX KEY: 0001271204 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: OCEAN HOUSE, THE RING STREET 2: BRACKNELL COUNTY: BERKSHIRE CITY: UNITED KINGDON STATE: X0 ZIP: RG121AN SC 13G 1 y93799sc13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)* SIRVA, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 82967Y104 (CUSIP Number) December 1, 2003 (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) [X] 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). Page 1 of 7 pages CUSIP No.: 82967Y104 Page 2 of 7 pages 1. Name Of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Exel plc - -------------------------------------------------------------------------------- 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 Kingdom - -------------------------------------------------------------------------------- Number of 5. Sole Voting Power 0 Shares Bene- -------------------------------------------------------------- ficially by 6. Shared Voting Power 9,075,777 Owned by Each -------------------------------------------------------------- Reporting 7. Sole Dispositive Power 0 Person With -------------------------------------------------------------- 8. Shared Dispositive Power 9,075,777 - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 9,075,777 - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 12.4% - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) HC - -------------------------------------------------------------------------------- CUSIP No.: 82967Y104 Page 3 of 7 pages 1. Name Of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Exel International Holdings (Netherlands 2) B.V. - -------------------------------------------------------------------------------- 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 The Netherlands - -------------------------------------------------------------------------------- Number of 5. Sole Voting Power 0 Shares Bene- -------------------------------------------------------------- ficially by 6. Shared Voting Power 9,075,777 Owned by Each -------------------------------------------------------------- Reporting 7. Sole Dispositive Power 0 Person With -------------------------------------------------------------- 8. Shared Dispositive Power 9,075,777 - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 9,075,777 - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 12.4% - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- CUSIP No.: 82967Y104 Page 4 of 7 pages ITEM 1(A). NAME OF ISSUER: SIRVA, Inc. ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 700 Oakmont Lane, Westmont, Illinois 60559 ITEM 2(A). NAME OF PERSON FILING: (i) Exel plc (ii) Exel International Holdings (Netherlands 2) B.V. ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: With respect to reporting person (i): Ocean House, The Ring Bracknell Berkshire, United Kingdom With respect to reporting person (ii): Huygensweg 10 5460 AC Veghel, The Netherlands ITEM 2(C). CITIZENSHIP: With respect to reporting person (i): United Kingdom With respect to reporting person (ii): The Netherlands ITEM 2(D). TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.01 per share ITEM 2(E). CUSIP NUMBER: 82967Y104 ITEM 3. TYPE OF FILING PERSON: Not applicable. CUSIP No.: 82967Y104 Page 5 of 7 pages ITEM 4. OWNERSHIP: (a) Amount beneficially owned: With respect to reporting persons (i) and (ii): 9,075,777 (See Note 1) Note 1: Exel International Holdings (Netherlands 2) B.V. ("Holdings") is a direct wholly-owned subsidiary of Exel International Holdings (Netherlands 1) B.V., which is a direct wholly-owned subsidiary of Realcause Ltd., which is a direct wholly-owned subsidiary of Exel International Holdings Ltd., which is a direct wholly-owned subsidiary of Exel Investments Ltd., which is a direct wholly-owned subsidiary of Exel plc ("Exel"). Holdings is the record owner of 6,302,661 outstanding shares of Common Stock ("Common Stock"), par value $0.01 per share, of SIRVA, Inc. (the "Company") and may be deemed to be the owner of 2,773,116 additional shares of Common Stock that are issuable upon exercise of a Common Stock Purchase Warrant No. 1 (the "Warrant") owned of record by Holdings. The Warrant is currently exercisable. The Warrant exercise price is $12.62 per share of Common Stock. Exel does not own directly any shares of Common Stock of the Company. Exel may be deemed to have an indirect beneficial ownership interest in the 6,302,661 outstanding shares of Common Stock owned of record by Holdings and in the 2,773,116 additional shares of Common Stock issuable upon exercise of the Warrant. This statement shall not be an admission that the reporting person is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Securities and Exchange Act of 1934 or for any other purpose. (b) Percent of class: 12.4% (See Note 2) Note 2: The shares of Common Stock owned of record by Holdings (including the 2,773,116 shares issuable upon exercise of the Warrant) constitute 12.4% of the outstanding shares of Common Stock, based upon a total of 73,213,483 shares of Common Stock (including the 2,773,116 shares issuable upon exercise of the Warrant), reported to be outstanding by the Company upon consummation of the Company's initial public offering, completed December 1, 2003, as stated by the Company in its Prospectus, dated November 24, 2003, and filed with the Securities and Exchange Commission ("SEC") pursuant to Rule 424(b)(4) of the Securities Act of 1933 (the "Securities Act") on November 25, 2003. The shares of Common Stock as to which Exel may be deemed to have an indirect beneficial ownership interest (including the 2,773,116 shares issuable upon exercise of the Warrant) constitute 12.4% of the shares of Common Stock of the Company, based upon a total of 73,213,483 shares of Common Stock (including the 2,773,116 shares issuable upon exercise of the Warrant), reported to be outstanding by the Company upon consummation of the Company's initial public offering completed December 1, 2003, as stated by the Company in its Prospectus, dated November 24, 2003, and filed with the SEC pursuant to Rule 424(b)(4) of the Securities Act on November 25, 2003. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: With respect to reporting persons (i) and (ii): 0 (ii) Shared power to vote or to direct the vote: With respect to reporting persons (i) and (ii): 9,075,777 (iii) Sole power to dispose or to direct the disposition of: With respect to reporting persons (i) and (ii): 0 (iv) Shared power to dispose or to direct the disposition of: With respect to reporting persons (i) and (ii): 9,075,777 CUSIP No.: 82967Y104 Page 6 of 7 pages 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 [ ]. 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. CERTIFICATIONS: Not applicable. CUSIP No.: 82967Y104 Page 7 of 7 pages SIGNATURE AND POWER OF ATTORNEY 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. EXEL PLC Date: February 13, 2004. Signature: /s/ Douglas George Evans ------------------------ Name: Douglas George Evans Title: Secretary EXEL INTERNATIONAL HOLDINGS (NETHERLANDS 2) B.V. Date: February 13, 2004. Signature: /s/ Douglas George Evans ------------------------ Name: Douglas George Evans by Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Douglas George Evans and John Bernard Coghlan his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this Schedule 13G on behalf of Exel International Holdings (Netherlands 2) B.V. and any and all amendments to the Schedule 13G, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. EXEL INTERNATIONAL HOLDINGS (NETHERLANDS 2) B.V. Date: February 13, 2004. Signature: /s/ Ian Degnan ------------------------ Name: Ian Degnan Title: Director EXHIBIT A JOINT FILING AGREEMENT THIS JOINT FILING AGREEMENT is made as of this 13th day of February, 2004 by and among the undersigned parties. In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the shares of the Common Stock, par value $0.01 per share, of SIRVA, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the date first written above. EXEL PLC. Signature: /s/ Douglas George Evans ------------------------ Name: Douglas George Evans Title: Secretary EXEL INTERNATIONAL HOLDINGS (NETHERLANDS 2) B.V. Signature: /s/ Douglas George Evans ------------------------ Name: Douglas George Evans by Power of Attorney -----END PRIVACY-ENHANCED MESSAGE-----