-----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, RZYD39fmGr4xKaH8ulCUykhDinRXQLJoUdLEu5XpIIn6yLU35aD56G+Vl+cxvx6N BDafCxKOt1trn3kJk2jEHA== 0001104659-10-046782.txt : 20100831 0001104659-10-046782.hdr.sgml : 20100831 20100831172942 ACCESSION NUMBER: 0001104659-10-046782 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100831 DATE AS OF CHANGE: 20100831 GROUP MEMBERS: CHARLES R. KAYE GROUP MEMBERS: JOSEPH P. LANDY GROUP MEMBERS: PP HOLDING, LLC GROUP MEMBERS: WARBURG PINCUS & CO. GROUP MEMBERS: WARBURG PINCUS INTERNATIONAL PARTNERS, L.P. GROUP MEMBERS: WARBURG PINCUS LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Polypore International, Inc. CENTRAL INDEX KEY: 0001292556 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 432049334 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83091 FILM NUMBER: 101050825 BUSINESS ADDRESS: BUSINESS PHONE: (704) 588-5310 MAIL ADDRESS: STREET 1: 11430 N. COMMUNITY ROAD, SUITE 350 CITY: CHARLOTTE STATE: NC ZIP: 28277 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WARBURG PINCUS PRIVATE EQUITY VIII L P CENTRAL INDEX KEY: 0001157334 IRS NUMBER: 134161869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 a10-16679_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)

 

Polypore International, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

73179V103

(CUSIP Number)

August 18, 2010

(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)

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).

 



 

CUSIP No. 73179V103

13G

 

 

 

1

Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Warburg Pincus Private Equity VIII, L.P.

I.R.S. #13-4161869

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

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
14,040,979

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
14,040,979

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
14,040,979

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* N/A

 

 

11

Percent of Class Represented by Amount in Row 9
31.5%

 

 

12

Type of Reporting Person*
PN

 


*SEE INSTRUCTION BEFORE FILLING OUT!

 

2



 

CUSIP No. 73179V103

13G

 

 

 

1

Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Warburg Pincus International Partners, L.P.

I.R.S. #13-4104745

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

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
14,166,521

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
14,166,521

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
14,166,521

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* N/A

 

 

11

Percent of Class Represented by Amount in Row 9
31.8%

 

 

12

Type of Reporting Person*
PN

 


*SEE INSTRUCTION BEFORE FILLING OUT!

 

3



 

CUSIP No. 73179V103

13G

 

 

 

1

Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
PP Holding, LLC

I.R.S. #43-2049330

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

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
10,440,658

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
10,440,658

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
10,440,658

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* N/A

 

 

11

Percent of Class Represented by Amount in Row 9
23.4%

 

 

12

Type of Reporting Person*
OO

 


*SEE INSTRUCTION BEFORE FILLING OUT!

 

4



 

CUSIP No. 73179V103

13G

 

 

 

1

Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Warburg Pincus & Co.

I.R.S. #13-6358475

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

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
17,766,842

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
17,766,842

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
17,766,842

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* N/A

 

 

11

Percent of Class Represented by Amount in Row 9
39.9%

 

 

12

Type of Reporting Person*
PN

 


*SEE INSTRUCTION BEFORE FILLING OUT!

 

5



 

CUSIP No. 73179V103

13G

 

 

 

 

 

1

Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Warburg Pincus LLC

I.R.S. #13-3536050

 

 

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

 

(a)

o

 

 

(b)

x

 

 

 

 

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
17,766,842

 

 

 

7

Sole Dispositive Power
0

 

 

 

8

Shared Dispositive Power
17,766,842

 

 

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
17,766,842

 

 

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* N/A

 

 

 

 

11

Percent of Class Represented by Amount in Row 9
39.9%

 

 

 

 

12

Type of Reporting Person*
OO

 

 


*SEE INSTRUCTION BEFORE FILLING OUT!

 

6



 

CUSIP No. 73179V103

13G

 

 

 

1

Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Warburg Pincus Partners LLC

I.R.S. #13-4069737

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

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
17,766,842

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
17,766,842

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
17,766,842

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* N/A

 

 

11

Percent of Class Represented by Amount in Row 9
39.9%

 

 

12

Type of Reporting Person*
OO

 


*SEE INSTRUCTION BEFORE FILLING OUT!

 

7



 

CUSIP No. 73179V103

13G

 

 

 

1

Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Charles R. Kaye

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

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
17,766,842

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
17,766,842

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
17,766,842

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* N/A

 

 

11

Percent of Class Represented by Amount in Row 9
39.9%

 

 

12

Type of Reporting Person*
IN

 


*SEE INSTRUCTION BEFORE FILLING OUT!

 

8



 

CUSIP No. 73179V103

13G

 

 

 

1

Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Joseph P. Landy

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

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
17,766,842

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
17,766,842

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
17,766,842

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* N/A

 

 

11

Percent of Class Represented by Amount in Row 9
39.9%

 

 

12

Type of Reporting Person*
IN

 


*SEE INSTRUCTION BEFORE FILLING OUT!

 

9


 

 


 

Item 1(a):                                      Name of Issuer:

 

Polypore International, Inc. (the “Company”)

 

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

 

11430 North Community House Road

Suite 350

Charlotte, North Carolina  28277

 

Item 2(a):                                      Name of Person Filing:

 

This Schedule 13G/A is filed by Warburg Pincus Private Equity VIII, L.P. (“WP VIII”), Warburg Pincus International Partners, L.P. (“WPIP”) and PP Holding, LLC.  The sole general partner of WP VIII and of WPIP is Warburg Pincus Partners LLC (“WPP LLC”).  Warburg Pincus & Co. (“WP”) is the sole member of WPP LLC.  Warburg Pincus LLC (“WP LLC”) manages WP VIII and WPIP.  Charles R. Kaye (“Mr. Kaye”) and Joseph P. Landy (“Mr. Landy”) are each Managing General Partners of WP and Co-Presidents and Managing Members of WP LLC.  Each of WP, WPP LLC, WP LLC, Mr. Kaye and Mr. Landy disclaim beneficial ownership of the Common Stock (defined below) except to the extent of any indirect pecuniary interest therein.  Mr. Kaye and Mr. Landy may be deemed to control WP VIII, WPIP, WPP LLC, WP and WP LLC.  WP VIII, WPIP, WPP LLC, WP, WP LLC, Mr. Kaye and Mr. Landy are sometimes collectively referred to herein as the “Warburg Pincus Reporting Persons” and together with PP Holding, LLC, the “Reporting Persons.”

 

On August 18, 2010, (i) WPIP distributed an aggregate of 1,649,991 shares of Common Stock (as defined below) to its limited partners on a pro rata basis with no consideration being paid to WPIP in connection therewith and (ii) WP VIII distributed an aggregate of 1,775,533 shares of Common Stock to its limited partners on a pro rata basis with no consideration being paid to WP VIII in connection therewith (collectively, the “WP Distributions”).  On April 28, 2010, PP Holding, LLC distributed an aggregate of 1,474 shares of Common Stock to one of its withdrawing members, which distribution was made with no consideration being paid to PP Holding, LLC in connection therewith  (the “LLC Distribution”).  Following the WP Distributions and the LLC Distribution, WP VIII is the direct record holder of 3,600,321 shares of Common Stock and WPIP is the direct record owner of 3,725,863 shares of Common Stock of the Company and, by virtue of their position as the managing members of PP Holding, LLC they may each be deemed to be the beneficial owner of an additional 10,440,658 shares of Common Stock held by PP Holding, LLC.  WP VIII and WPIP own approximately 99% of PP Holding, LLC.  The Warburg Pincus Reporting Persons disclaim beneficial ownership of any shares to which they do not have a pecuniary interest.

 

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

 

The address of the principal business office of the Reporting Persons is c/o Warburg Pincus & Co., 466 Lexington Avenue, New York, New York 10017.

 

Item 2(c):                                       Citizenship:

 

WP VIII is a Delaware limited partnership, WPIP is a Delaware limited partnership, PP Holding, LLC is a Delaware limited liability company, WPP LLC is a New York limited liability company, WP is a New York general partnership and WP LLC is a New York limited liability company.

 

10



 

Item 2(d):                                      Title of Class of Securities:

 

Common Stock, par value $0.01 per share (“Common Stock”)

 

Item 2(e):                                       CUSIP Number

 

73179V103

 

Item 3:                                                     If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 

A.            o Broker or dealer registered under Section 15 of the Act,

 

B.            o Bank as defined in Section 3(a)(6) of the Act,

 

C.            o Insurance Company as defined in Section 3(a)(19) of the Act,

 

D.            o Investment Company registered under Section 8 of the Investment Company Act of 1940,

 

E.             o Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),

 

F.              o Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),

 

G.            o Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),

 

H.           o Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

 

I.                o Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,

 

J.                o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

Item 4:                                                     Ownership:

 

The information required by Items 4(a) - (c) is set forth in Rows 4 - 11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.

 

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: o

 

Item 6:                                                     Ownership of More than Five Percent on Behalf of Another Person:

 

Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, in excess of 5% of the total outstanding Common Stock.

 

Item 7:                                                     Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

 

N/A

 

11



 

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

 

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.  Each of the Reporting Persons disclaims beneficial ownership of all of the shares of Common Stock, other than those reported herein as being owned by it.

 

Item 9:                                                     Notice of Dissolution of Group:

 

N/A

 

Item 10:                                              Certification:

 

N/A

 

12



 

SIGNATURES

 

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.

 

Dated: August 31, 2010

WARBURG PINCUS PRIVATE EQUITY VIII, L.P.

 

 

By:

Warburg Pincus Partners LLC,

 

 

 

its General Partner

 

 

 

 

 

 

By:

Warburg Pincus & Co.,

 

 

 

its Managing Member

 

 

 

 

 

 

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name: Scott A. Arenare

 

 

Title: Partner

 

 

 

Dated: August 31, 2010

WARBURG PINCUS INTERNATIONAL PARTNERS, L.P.

 

 

By:

Warburg Pincus Partners LLC,

 

 

 

its General Partner

 

 

 

 

 

 

By:

Warburg Pincus & Co.,

 

 

 

its Managing Member

 

 

 

 

 

 

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name: Scott A. Arenare

 

 

Title: Partner

 

 

Dated: August 31, 2010

WARBURG PINCUS PARTNERS LLC

 

 

By:

Warburg Pincus & Co.,

 

 

 

its Managing Member

 

 

 

 

 

 

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name: Scott A. Arenare

 

 

Title: Partner

 

 

 

 

Dated: August 31, 2010

WARBURG PINCUS & CO.

 

 

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name: Scott A. Arenare

 

 

Title: Partner

 

13



 

Dated: August 31, 2010

WARBURG PINCUS LLC

 

 

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name: Scott A. Arenare

 

 

Title: Managing Director

 

 

Dated: August 31, 2010

 

 

 

 

/s/ Scott A. Arenare

 

Charles R. Kaye

 

By:

Scott A. Arenare

 

 

as Attorney-in-Fact

 

 

 

Dated: August 31, 2010

 

 

 

 

/s/ Scott A. Arenare

 

Joseph P. Landy

 

By:

Scott A. Arenare

 

 

as Attorney-in-Fact

Dated: August 31, 2010

 

 

PP HOLDING, LLC

 

By:  Warburg Pincus Private Equity VIII, L.P. and Warburg Pincus International Partners, L.P., its Managing Members

 

 

By:

Warburg Pincus Partners LLC,

 

 

its General Partner

 

 

 

 

By:

Warburg Pincus & Co., its Managing Member

 

 

 

By:

/s/ Scott A. Arenare

 

Name: Scott A. Arenare

 

Title: Partner

 

14


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