-----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, Afx1ls0uJU5tMHxAMJQykYvEXEy0P1C6NKRdezijszj0M81tFO6CK1rkhucRn1YL rkvj0ziwHEK2BEPijcIDQg== 0000921530-04-000142.txt : 20040225 0000921530-04-000142.hdr.sgml : 20040225 20040225152234 ACCESSION NUMBER: 0000921530-04-000142 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040225 GROUP MEMBERS: AP-ST, LLC GROUP MEMBERS: APOLLO ADVISORS V, L.P. GROUP MEMBERS: APOLLO GERMAN PARTNERS V GMBH & CO. KG GROUP MEMBERS: APOLLO INVESTMENT FUND V, L.P. GROUP MEMBERS: APOLLO MANAGEMENT V, L.P. GROUP MEMBERS: APOLLO NETHERLANDS PARTNERS V (A), L.P. GROUP MEMBERS: APOLLO NETHERLANDS PARTNERS V (B), L.P. GROUP MEMBERS: APOLLO OVERSEAS PARTNERS V, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUPERIOR ESSEX INC CENTRAL INDEX KEY: 0001271193 STANDARD INDUSTRIAL CLASSIFICATION: NONFERROUS FOUNDRIES (CASTINGS) [3360] IRS NUMBER: 200282396 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79696 FILM NUMBER: 04627522 BUSINESS ADDRESS: STREET 1: 150 INTERSTATE NORTH PARKWAY CITY: ATLANTA STATE: GA ZIP: 30339 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AP ST LLC CENTRAL INDEX KEY: 0001269133 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: TWO MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9146948000 SC 13G 1 superioressex_13g-020904.txt SUPERIOR ESSEX 13G 2/9/04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SUPERIOR ESSEX INC. ------------------- (Name of Issuer) Common Stock, Par Value $0.01 Per Share --------------------------------------- (Title of Class of Securities) 86815V105 --------- (CUSIP Number) February 9, 2004 ---------------- (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 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). Continued on following pages Page 1 of 18 Pages Exhibit List: Page 16 SCHEDULE 13G CUSIP No. 86815V105 Page 2 of 18 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) AP-ST, LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 2,477,287 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 2,477,287 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,477,287 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) 15.01% 12 Type of Reporting Person (See Instructions) OO SCHEDULE 13G CUSIP No. 86815V105 Page 3 of 18 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) APOLLO INVESTMENT FUND V, L.P. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 2,477,287 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 2,477,287 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,477,287 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) 15.01% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 86815V105 Page 4 of 18 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) APOLLO OVERSEAS PARTNERS V, L.P. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 2,477,287 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 2,477,287 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,477,287 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) 15.01% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 86815V105 Page 5 of 18 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) APOLLO NETHERLANDS PARTNERS V (A), L.P. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 2,477,287 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 2,477,287 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,477,287 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) 15.01% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 86815V105 Page 6 of 18 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) APOLLO NETHERLANDS PARTNERS V (B), L.P. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 2,477,287 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 2,477,287 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,477,287 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) 15.01% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 86815V105 Page 7 of 18 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) APOLLO GERMAN PARTNERS V GMBH & CO. KG 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization GERMANY 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 2,477,287 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 2,477,287 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,477,287 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) 15.01% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 86815V105 Page 8 of 18 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) APOLLO MANAGEMENT V, L.P. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 2,477,287 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 2,477,287 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,477,287 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) 15.01% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 86815V105 Page 9 of 18 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) APOLLO ADVISORS V, L.P. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 2,477,287 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 2,477,287 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,477,287 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) 15.01% 12 Type of Reporting Person (See Instructions) PN Page 10 of 18 Pages Item 1(a) Name of Issuer: Superior Essex Inc. (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 150 Interstate North Parkway, Suite 300, Atlanta, Georgia 30339. Item 2(a) Name of Person Filing: This Schedule 13D is filed jointly by (i) AP-ST, LLC, a Delaware limited liability company ("AP-ST"), (ii) Apollo Investment Fund V, L.P., a Delaware limited partnership ("Investment V"), (iii) Apollo Overseas Partners V, L.P., a limited partnership registered in the Cayman Islands ("Overseas V"), (iv) Apollo Netherlands Partners V (A), L.P., a limited partnership registered in the Cayman Islands ("Netherlands A"), (v) Apollo Netherlands Partners V (B), L.P., a limited partnership registered in the Cayman Islands ("Netherlands B"), (vi) Apollo German Partners V Gmbh & Co. KG, a limited partnership registered in Germany ("German V," and collectively with Investment V, Overseas V, Netherlands A and Netherlands B, the "Funds"), (vii) Apollo Management V, L.P., a Delaware limited partnership ("Management"), and (viii) Apollo Advisors V, L.P., a Delaware limited partnership ("Advisors V"). AP-ST, the Funds, Management and Advisors V are referred to collectively as the "Reporting Persons." Management serves as manager of the Funds and Advisors V serves as the general partner of the Funds. AIF V Management, Inc., a Delaware corporation ("AIFVM"), is the general partner of Management. Apollo Capital Management V, Inc., a Delaware corporation ("Capital Management V"), is the general partner of Advisors V. Each of Management, Advisors V, AIF VM and Capital Management V disclaim beneficial ownership of the indicated number of securities in excess of their pecuniary interests in such Funds. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal office of each of the Reporting Persons is Two Manhattanville Road, Purchase, New York 10577. Item 2(c) Citizenship: 1) AP-ST is a Delaware limited liability company. 2) Investment V is a Delaware limited partnership. 3) Overseas V is a Cayman Islands limited partnership. 4) Netherlands A is a Cayman Islands limited partnership. 5) Netherlands B is a Cayman Islands limited partnership. 6) German V is a German limited partnership. 7) Management is a Delaware limited partnership. 8) Advisors V is a Delaware limited partnership. Item 2(d) Title of Class of Securities: Common stock, par value $0.01 per share (the "Shares"). Page 11 of 18 Pages Item 2(e) CUSIP Number: 86815V105 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: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: Each of AP-ST, the Funds, Management and Advisors V may be deemed the beneficial owner of 2,477,287 Shares held for the account of AP-ST. Item 4(b) Percent of Class: The number of Shares of which each of AP-ST, the Funds, Management and Advisors V may be deemed to beneficially own constitutes 15.01% of the total number of Shares outstanding (based upon information provided by the Issuer in its most amendment to its Form 10 filed on February 11, 2004, the number of Shares outstanding was 16,500,000). Item 4(c) Number of shares as to which such person has: AP-ST - ----- (i) Sole power to vote or direct the vote: 2,477,287 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 2,477,287 (iv) Shared power to dispose or to direct the disposition of 0 Investment V - ------------ (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 2,477,287 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 2,477,287 Overseas V - ---------- (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 2,477,287 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 2,477,287 Page 12 of 18 Pages Netherlands A - ------------- (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 2,477,287 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 2,477,287 Netherlands B - ------------- (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 2,477,287 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 2,477,287 German V - -------- (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 2,477,287 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 2,477,287 Management - ---------- (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 2,477,287 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 2,477,287 Advisors V - ---------- (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 2,477,287 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 2,477,287 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: This Item 6 is not applicable. Page 13 of 18 Pages Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: This Item 10 is not applicable. Page 14 of 18 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 25, 2004 AP-ST, LLC By: APOLLO MANAGEMENT V, L.P., Its Manager By: AIF V MANAGEMENT, INC., Its General Partner By: /s/ Michael D. Weiner --------------------- Name: Michael D. Weiner Title: Vice President Date: February 25, 2004 APOLLO INVESTMENT FUND V, L.P. By: APOLLO ADVISORS V, L.P., Its General Partner By: APOLLO CAPITAL MANAGEMENT V, INC. Its General Partner By: /s/ Michael D. Weiner --------------------- Name: Michael D. Weiner Title: Vice President Date: February 25, 2004 APOLLO OVERSEAS PARTNERS V, L.P. By: APOLLO ADVISORS V, L.P., Its General Partner By: APOLLO CAPITAL MANAGEMENT V, INC. Its General Partner By: /s/ Michael D. Weiner --------------------- Name: Michael D. Weiner Title: Vice President Date: February 25, 2004 APOLLO NETHERLANDS PARTNERS V (A), L.P. By: APOLLO ADVISORS V, L.P., Its General Partner By: APOLLO CAPITAL MANAGEMENT V, INC. Its General Partner By: /s/ Michael D. Weiner --------------------- Name: Michael D. Weiner Title: Vice President Page 15 of 18 Pages Date: February 25, 2004 APOLLO NETHERLANDS PARTNERS V (B), L.P. By: APOLLO ADVISORS V, L.P., Its General Partner By: APOLLO CAPITAL MANAGEMENT V, INC. Its General Partner By: /s/ Michael D. Weiner --------------------- Name: Michael D. Weiner Title: Vice President Date: February 25, 2004 APOLLO GERMAN PARTNERS V GMBH KG & CO. By: APOLLO ADVISORS V, L.P., Its General Partner By: APOLLO CAPITAL MANAGEMENT V, INC. Its General Partner By: /s/ Michael D. Weiner --------------------- Name: Michael D. Weiner Title: Vice President Date: February 25, 2004 APOLLO MANAGEMENT V, L.P. By: AIF V MANAGEMENT, INC., Its General Partner By: /s/ Michael D. Weiner --------------------- Name: Michael D. Weiner Title: Vice President Date: February 25, 2004 APOLLO ADVISORS V, L.P. By: APOLLO CAPITAL MANAGEMENT V, INC., Its General Partner By: /s/ Michael D. Weiner --------------------- Name: Michael D. Weiner Title: Vice President Page 16 of 18 Pages EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement, dated as of February 25, 2004, by and among AP-ST, LLC, Apollo Investment Fund V, L.P., Apollo Overseas Partners V, L.P., Apollo Netherlands Partners V (A), L.P., Apollo Netherlands Partners V (B), L.P., Apollo German Partners V GMBH & CO., KG, Apollo Management V, L.P., and Apollo Advisors V, L.P.............................................................. 17 Page 17 of 18 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that this statement on Schedule 13G with respect to the common stock of Superior Essex Inc., dated as of February 25, 2004, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Date: February 25, 2004 AP-ST, LLC By: APOLLO MANAGEMENT V, L.P., Its Manager By: AIF V MANAGEMENT, INC., Its General Partner By: /s/ Michael D. Weiner --------------------- Name: Michael D. Weiner Title: Vice President Date: February 25, 2004 APOLLO INVESTMENT FUND V, L.P. By: APOLLO ADVISORS V, L.P., Its General Partner By: APOLLO CAPITAL MANAGEMENT V, INC. Its General Partner By: /s/ Michael D. Weiner --------------------- Name: Michael D. Weiner Title: Vice President Date: February 25, 2004 APOLLO OVERSEAS PARTNERS V, L.P. By: APOLLO ADVISORS V, L.P., Its General Partner By: APOLLO CAPITAL MANAGEMENT V, INC. Its General Partner By: /s/ Michael D. Weiner --------------------- Name: Michael D. Weiner Title: Vice President Page 18 of 18 Pages Date: February 25, 2004 APOLLO NETHERLANDS PARTNERS V (A), L.P. By: APOLLO ADVISORS V, L.P., Its General Partner By: APOLLO CAPITAL MANAGEMENT V, INC. Its General Partner By: /s/ Michael D. Weiner --------------------- Name: Michael D. Weiner Title: Vice President Date: February 25, 2004 APOLLO NETHERLANDS PARTNERS V (B), L.P. By: APOLLO ADVISORS V, L.P., Its General Partner By: APOLLO CAPITAL MANAGEMENT V, INC. Its General Partner By: /s/ Michael D. Weiner --------------------- Name: Michael D. Weiner Title: Vice President Date: February 25, 2004 APOLLO GERMAN PARTNERS V GMBH KG & CO. By: APOLLO ADVISORS V, L.P., Its General Partner By: APOLLO CAPITAL MANAGEMENT V, INC. Its General Partner By: /s/ Michael D. Weiner --------------------- Name: Michael D. Weiner Title: Vice President Date: February 25, 2004 APOLLO MANAGEMENT V, L.P. By: AIF V MANAGEMENT, INC., Its General Partner By: /s/ Michael D. Weiner --------------------- Name: Michael D. Weiner Title: Vice President Date: February 25, 2004 APOLLO ADVISORS V, L.P. By: APOLLO CAPITAL MANAGEMENT V, INC., Its General Partner By: /s/ Michael D. Weiner --------------------- Name: Michael D. Weiner Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----