0000909518-13-000073.txt : 20130214 0000909518-13-000073.hdr.sgml : 20130214 20130214155436 ACCESSION NUMBER: 0000909518-13-000073 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: THL ADVISORS (ALTERNATIVE) V L.P. GROUP MEMBERS: THL WC (CAYMAN) L.P. GROUP MEMBERS: THL WC (DUTCH) B.V. GROUP MEMBERS: THL WC (LUXEMBOURG) S.A.R.L. GROUP MEMBERS: THOMAS H. LEE (ALTERNATIVE) V LTD L.P. GROUP MEMBERS: THOMAS H. LEE ADVISORS (ALTERNATIVE) V LTD LDC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Warner Chilcott plc CENTRAL INDEX KEY: 0001323854 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 980626948 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82588 FILM NUMBER: 13613335 BUSINESS ADDRESS: STREET 1: 1 GRAND CANAL SQUARE CITY: DOCKLANDS, DUBLIN 2, IRELAND STATE: L2 ZIP: 00000 BUSINESS PHONE: 353 1 897 2000 MAIL ADDRESS: STREET 1: 1 GRAND CANAL SQUARE CITY: DOCKLANDS, DUBLIN 2, IRELAND STATE: L2 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: Warner Chilcott Ltd DATE OF NAME CHANGE: 20060914 FORMER COMPANY: FORMER CONFORMED NAME: Warner Chilcott Holdings Co Ltd DATE OF NAME CHANGE: 20050414 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS H LEE ALTERNATIVE FUND V LP CENTRAL INDEX KEY: 0001250489 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 SC 13G/A 1 mm02-1413warchil_sc13ga3.htm AMENDMENT NO.3 mm02-1413warchil_sc13ga3.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 3)
 
 
Warner Chilcott Public Limited Company
(Name of Issuer)
 
 
Ordinary Shares, par value $0.01 per share
(Title of Class of Securities)
 
 
G94368100
(CUSIP Number)
 
 
December 31, 2012
(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 12 pages
 


CUSIP No. G94368100
SCHEDULE 13G
Page 2 of 12 pages  


1
NAMES OF REPORTING PERSONS
 
THL WC (Dutch) B.V.
 
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
 
Netherlands
 
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
6
SHARED VOTING POWER
 
 
11,491,622*
7
SOLE DISPOSITIVE POWER
 
 
0
8
SHARED DISPOSITIVE POWER
 
 
11,491,622*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,491,622*
  
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
4.6%*
  
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
 
  

*As of October 31, 2012. See Item 4.
 

 
Page 2 of 12 pages
 


CUSIP No. G94368100
SCHEDULE 13G
Page 3 of 12 pages  

 
1
NAMES OF REPORTING PERSONS
 
THL WC (Luxembourg) S.a.r.l.
 
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
 
Luxembourg
 
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
6
SHARED VOTING POWER
 
 
11,491,622*
7
SOLE DISPOSITIVE POWER
 
 
0
8
SHARED DISPOSITIVE POWER
 
 
11,491,622*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,491,622*
  
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
4.6%*
  
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
 
  

* As of October 31, 2012.  Includes all ordinary shares of Issuer beneficially owned by THL WC (Dutch) B.V.  See Item 4.
 

 
Page 3 of 12 pages
 


CUSIP No. G94368100
SCHEDULE 13G
Page 4 of 12 pages  

 
1
NAMES OF REPORTING PERSONS
 
THL WC (Cayman), 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
 
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
6
SHARED VOTING POWER
 
 
11,491,622*
7
SOLE DISPOSITIVE POWER
 
 
0
8
SHARED DISPOSITIVE POWER
 
 
11,491,622*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,491,622*
  
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
4.6%*
  
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
 
  

* As of October 31, 2012.  Includes all ordinary shares of Issuer beneficially owned by THL WC (Dutch) B.V.  See Item 4.


 
Page 4 of 12 pages
 


CUSIP No. G94368100
SCHEDULE 13G
Page 5 of 12 pages  


1
NAMES OF REPORTING PERSONS
 
Thomas H. Lee (Alternative) 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
 
Cayman Islands
 
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
6
SHARED VOTING POWER
 
 
11,491,622*
7
SOLE DISPOSITIVE POWER
 
 
0
8
SHARED DISPOSITIVE POWER
 
 
11,491,622*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,491,622*
  
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
4.6%*
  
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
 
  

* As of October 31, 2012.  Includes all ordinary shares of Issuer beneficially owned by THL WC (Dutch) B.V.  See Item 4.


 
Page 5 of 12 pages
 


CUSIP No. G94368100
SCHEDULE 13G
Page 6 of 12 pages  


1
NAMES OF REPORTING PERSONS
 
THL Advisors (Alternative) 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
 
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
6
SHARED VOTING POWER
 
 
11,491,622*
7
SOLE DISPOSITIVE POWER
 
 
0
8
SHARED DISPOSITIVE POWER
 
 
11,491,622*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,491,622*
  
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
4.6%*
  
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
 
  

* As of October 31, 2012.  Includes all ordinary shares of Issuer beneficially owned by THL WC (Dutch) B.V.  See Item 4.
 

 
Page 6 of 12 pages
 


CUSIP No. G94368100
SCHEDULE 13G
Page 7 of 12 pages  

1
NAMES OF REPORTING PERSONS
 
Thomas H. Lee Advisors (Alternative) V Limited, LDC
 
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
 
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
6
SHARED VOTING POWER
 
 
11,491,622*
7
SOLE DISPOSITIVE POWER
 
 
0
8
SHARED DISPOSITIVE POWER
 
 
11,491,622*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,491,622*
  
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
4.6%*
  
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
 
  

* As of October 31, 2012.  Includes all ordinary shares of Issuer beneficially owned by THL WC (Dutch) B.V.  See Item 4.
 
 

 
 
Page 7 of 12 pages
 


Item 1(a).         Name of Issuer:

Warner Chilcott Public Limited Company (the “Issuer”)

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

1 Grand Canal Square
Docklands
Dublin 2, Ireland

Item 2(a)          Name of Persons Filing:

THL WC (Dutch) B.V. (“THL Dutch”)
THL WC (Luxembourg) S.a.r.l. (“THL Lux”)
THL WC (Cayman), L.P. (“THL Cayman”)
Thomas H. Lee (Alternative) Fund V, L.P. (“THL Alternative V”)
THL Advisors (Alternative) V, L.P. (“THL Advisors”)
Thomas H. Lee Advisors (Alternative) V Limited, LDC (“THL LDC”)

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

c/o Thomas H. Lee Partners, L.P.
100 Federal Street, 35th Floor
Boston, MA 02110


Item 2(c)          Citizenship:

THL Dutch – Netherlands
THL Lux – Luxembourg
THL Cayman – Cayman Islands
THL Alternative V – Cayman Islands
THL Advisors – Cayman Islands
THL LDC – Cayman Islands

Item 2(d)          Title of Class of Securities:

Ordinary Shares, par value $0.01 per share (“Ordinary Shares”)

Item 2(e)          CUSIP Number:

G94368100
 
 
 
Page 8 of 12 pages
 
 

 
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:

 
Not Applicable

 
(a)
¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
(b)
¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
(c)
¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
(d)
¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
(e)
¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f)
¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)
¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
(h)
¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
 
(j)
¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
(k)
¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Not applicable

Item 4.             Ownership

(a)-(c)  The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages to this Schedule 13G/A are incorporated herein by reference.  As of December 31, 2012, THL Dutch is the direct beneficial owner of 11,491,622 Ordinary Shares, representing approximately 4.6% of the outstanding Ordinary Shares (based on 250,474,140 shares outstanding as of October 31, 2012, as disclosed in the Issuer’s Form 10-Q filed November 6, 2012).  All of the equity interests of THL Dutch are held by THL Lux and all of the equity interests of THL Lux are held by THL Cayman.  The majority of the limited partnership interests of THL Cayman are owned by THL Alternative V.  The general partner of both THL Cayman and THL Alternative V is THL Advisors.  THL LDC is the general partner of THL Advisors.

 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 x.
 
 
 
 
Page 9 of 12 pages
 
 

 

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

Not Applicable.  See Item 4(a) above.

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.


 
Page 10 of 12 pages
 

SIGNATURE

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:  February 14, 2013
  
 
THL WC (DUTCH) B.V.
     
     
 
By:
/s/  Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Director A
     
     
 
By:
/s/  Bart de Sonnaville
 
Name:
Bart de Sonnaville
 
Title:
Director B
     
     
 
THL WC (LUXEMBOURG) S.A.R.L.
     
     
 
By:
/s/  Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Director A
     
     
 
By:
/s/  Wim Rits
 
Name:
Wim Rits
 
Title:
Director B
     
     
 
THL WC (CAYMAN), L.P.
     
     
 
By:
/s/  Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Authorized Signatory


 
Page 11 of 12 pages
 


 
THL ADVISORS (ALTERNATIVE) V, L.P.
 
By:
Thomas H. Lee Advisors (Alternative) V Limited, LDC,
its General Partner
     
 
By:
/s/  Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Assistant Treasurer
     
 
THOMAS H. LEE (ALTERNATIVE) FUND V, L.P.
     
 
By:
THL Advisors (Alternative) V, L.P.,
its General Partner
 
By:
Thomas H. Lee Advisors (Alternative) V Limited, LDC,
its General Partner
     
 
By:
/s/  Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Assistant Treasurer
     
     
 
THOMAS H. LEE (ALTERNATIVE) V LIMITED, LDC
     
 
By:
/s/  Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Assistant Treasurer
 


 

Page 12 of 12 pages