0001104659-09-010052.txt : 20090217 0001104659-09-010052.hdr.sgml : 20090216 20090217141414 ACCESSION NUMBER: 0001104659-09-010052 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 GROUP MEMBERS: PER EQ MGMT, LLC WITH RESPECT SERIES PERF DIRECT INV I (FKA) GROUP MEMBERS: PERFORMANCE DIRECT INVESTMENT I, L.P(F/K/A GM CAP PARTI LP.) SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EnerSys CENTRAL INDEX KEY: 0001289308 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES [5063] IRS NUMBER: 233058564 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80416 FILM NUMBER: 09610176 BUSINESS ADDRESS: STREET 1: 2366 BERNVILLE ROAD CITY: READING STATE: PA ZIP: 19605 BUSINESS PHONE: (610) 208-1600 MAIL ADDRESS: STREET 1: 2366 BERNVILLE ROAD CITY: READING STATE: PA ZIP: 19605 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST PLAZA GROUP TRUST CENTRAL INDEX KEY: 0000943651 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 256295264 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O MELLON BANK NA STREET 2: ONE MELLON BANK NA ATTN BERNADETTE RIST CITY: PITTSBURGH STATE: PA ZIP: 15258-0001 BUSINESS PHONE: 4122346340 MAIL ADDRESS: STREET 1: C/O MELLON BANK NA STREET 2: ONE MELLON BANK NA ATTN BERNADETTE RIST CITY: PITTSBURGH STATE: PA ZIP: 15258-0001 SC 13G/A 1 a09-4681_1sc13ga.htm SC 13G/A

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	UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 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)

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

EnerSys

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

29275Y 10 2

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
ý	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. 29275Y 10 2						Page 2 of 8

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) JPMorgan Chase Bank, N.A. as Trustee for First Plaza Group Trust

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 228,186

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 228,186

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 228,186

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

	11.	Percent of Class Represented by Amount in Row (9) 0.5%

	12.	Type of Reporting Person (See Instructions) EP

CUSIP No. 29275Y 10 2						Page 3 of 8

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Performance Direct Investments I, L.P. (f/k/a GM Capital Partners I, L.P.)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	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 307,506

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 307,506

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 307,506

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

	11.	Percent of Class Represented by Amount in Row (9) 0.6%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 29275Y 10 2						Page 4 of 8

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Performance Equity Management, LLC, with respect to its Series Performance Direct Investors I

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	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 307,506

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 307,506

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 307,506

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

	11.	Percent of Class Represented by Amount in Row (9) 0.6%

	12.	Type of Reporting Person (See Instructions) OO

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The Reporting Persons' statement on Schedule 13G is hereby amended as follows:

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.
	The filing of this statement should not be construed as an admission by any person that such person is, for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this statement, other than the securities set forth in the cover page for such person, as referenced in the table in Item 4(c) below.

	(a)	Amount beneficially owned: The Reporting Persons, as of December 31, 2008, beneficially owned 535,692 shares of Stock of the Issuer.
	(b)	Percent of class: The Reporting Persons, as of December 31, 2008, beneficially owned approximately 1.1% of the shares of Stock of the Issuer, based upon 47,975,396 shares of Stock outstanding as of January 30, 2009, as reflected in the Issuer’s Form 10-Q for the quarterly period ended December 28, 2008.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote See the responses to Item 5 on the attached cover pages.
		(ii)	Shared power to vote or to direct the vote See the responses to Item 6 on the attached cover pages.
		(iii)	Sole power to dispose or to direct the disposition of See the responses to Item 7 on the attached cover pages.
		(iv)	Shared power to dispose or to direct the disposition of See the responses to Item 8 on the attached cover pages.

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Item 8.	Identification and Classification of Members of the Group
	Metalmark Capital LLC, Morgan Stanley, MSDW Capital Partners IV, Inc., MSDW Capital Partners IV, LLC, Morgan Stanley Dean Witter Capital Investors IV, L.P., Morgan Stanley Global Emerging Markets, Inc., MSGEM, LLC, Morgan Stanley Global Emerging Markets Private Investment Fund, L.P., Morgan Stanley Global Emerging Markets Private Investors, L.P. (each of the aforementioned parties, collectively the “MS Stockholders”), J.P. Morgan Direct Corporate Finance Institutional Investors LLC (“J.P. Morgan Institutional”), J.P. Morgan Direct Corporate Finance Private Investors LLC (“J.P. Morgan Private”), 522 Fifth Avenue Fund, L.P. (together with J.P. Morgan Institutional and J.P. Morgan Private, the “J.P. Morgan Funds”), First Plaza Group Trust and Performance Direct Investments I, L.P. have entered into a 2004 Securityholder Agreement dated as of July 26, 2004, which governs certain relationships among such parties as stockholders of the Issuer. The above-mentioned parties may be deemed to be a “group” for purposes of Section 13(d)(3) or Section 13(g)(3) of the Act and Rule 13d-5(b)(1) thereunder. Based solely upon information contained in recent filings with the Securities and Exchange Commission, the Reporting Persons believe that, as of December 31, 2008, the J.P. Morgan Funds beneficially held 624,978 shares, or 1.3%, of the outstanding shares of Stock, and the MS Stockholders beneficially held 6,344,206 shares, or 12.8%, of the outstanding shares of Stock.
	Each of the Reporting Persons expressly declares that the filings of this statement on Schedule 13G shall not be construed as an admission that any such person is, for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or otherwise, (i) the beneficial owner of any securities held by any other person, or (ii) the beneficial owner of any securities held or beneficially owned by any member of the Group other than such Reporting Person. The filing of this statement on Schedule 13G by each of the Reporting Persons shall not be considered an admission that such Reporting Person, for the purposes of Section 13(d) of the Securities Exchange Act of 1934, is the beneficial owner of any shares of Stock in which such Reporting Person does not have a pecuniary interest.

CUSIP No. 29275Y 10 2

Page 7 of 8

Signature

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. On executing the statement, the undersigned agrees, to the extent required by Rule 13d-1(k)(1), that this statement is being filed on behalf of each of the Reporting Persons herein.

Dated: February 17, 2009

	JP Morgan Chase Bank, N.A. as Trustee for First Plaza Group Trust


	By:	/s/ Edward J. Petrow
	Name: Edward J. Petrow
	Title: Vice President


	Performance Direct Investments I, L.P. (f/k/a GM Capital Partners I, L.P.)

	By: Performance Equity Management, LLC with respect to its Series Performance Direct Investors I, its general partner


	By:	/s/ Larry Rusoff
	Name: Larry Rusoff
	Title: Managing Director

CUSIP No. 29275Y 10 2

Page 8 of 8

Index Exhibit

SCHEDULE 13G

Exhibit Number		Exhibit Description
99.1		Joint Filing Agreement

EX-99.1 2 a09-4681_1ex99d1.htm EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the common stock of EnerSys beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.

Dated: February 17, 2009

	JPMorgan Chase Bank, N.A. as Trustee for First Plaza Group Trust

	By:	JPMorgan Chase Bank, N.A., as trustee for First Plaza Group Trust

	By:	/s/ Edward J. Petrow
	Name: Edward J. Petrow
	Title: Vice President


	Performance Direct Investments I, L.P. (f/k/a GM Capital Partners I, L.P.)

	Performance Equity Management, LLC with respect to its Series Performance Direct Investors I, its general partner


	By:	/s/ Larry Rusoff
	Name: Larry Rusoff
	Title: Managing Director