SC 13G

0000950123-06-002778.txt : 20060308 0000950123-06-002778.hdr.sgml : 20060308 20060308152709 ACCESSION NUMBER: 0000950123-06-002778 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060308 DATE AS OF CHANGE: 20060308 GROUP MEMBERS: CREDIT SUISSE, ON BEHALF OF THE INVESTMENT BANKING DIVISION GROUP MEMBERS: GRP II, L.P GROUP MEMBERS: GRP II, PARTNERS, L.P. GROUP MEMBERS: GRPVC, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DealerTrack Holdings, Inc. CENTRAL INDEX KEY: 0001333513 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 522336218 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81223 FILM NUMBER: 06672977 BUSINESS ADDRESS: STREET 1: 1111 MARCUS AVENUE STREET 2: SUITE M04 CITY: LAKE SUCCESS STATE: NY ZIP: 11042 BUSINESS PHONE: (516) 734-3600 MAIL ADDRESS: STREET 1: 1111 MARCUS AVENUE STREET 2: SUITE M04 CITY: LAKE SUCCESS STATE: NY ZIP: 11042 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRP Management Services Corp. CENTRAL INDEX KEY: 0001353708 IRS NUMBER: 954780590 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2121 AVENUE OF THE STARS STREET 2: SUITE 1630 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-785-5100 MAIL ADDRESS: STREET 1: 2121 AVENUE OF THE STARS STREET 2: SUITE 1630 CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13G 1 y18153sc13g.htm SCHEDULE 13G SC 13G


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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

Dealertrack Holdings, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

242309102

(CUSIP Number)

December 31, 2005

(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)

þ 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		242309102		Page		2		of		11


1	NAMES OF REPORTING PERSONS:

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	GRP Management Services Corp.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			2,091,913

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			2,091,913

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	2,091,913

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):

	6.2 %¹

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO


¹		Based on 33,849,099 shares of the Issuer’s Common Stock outstanding, as set forth in the Issuer’s prospectus dated December 13, 2005.


CUSIP No.		242309102		Page		3		of		11


1	NAMES OF REPORTING PERSONS:

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	GRPVC, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			2,091,913

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			2,091,913

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	2,091,913

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):

	6.2%²

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


²		Based on 33,849,099 shares of the Issuer’s Common Stock outstanding, as set forth in the Issuer’s prospectus dated December 13, 2005.


CUSIP No.		242309102		Page		4		of		11


1	NAMES OF REPORTING PERSONS:

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	GRP II, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			2,040,008

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			2,040,008

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	2,040,008

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):

	6.0%³

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


³		Based on 33,849,099 shares of the Issuer’s Common Stock outstanding, as set forth in the Issuer’s prospectus dated December 13, 2005.


CUSIP No.		242309102		Page		5		of		11


1	NAMES OF REPORTING PERSONS:

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	GRP II, Partners, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			51,905

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			51,905

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	51,905

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):

	0.2%⁴

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


⁴		Based on 33,849,099 shares of the Issuer’s Common Stock outstanding, as set forth in the Issuer’s prospectus dated December 13, 2005.


CUSIP No.		242309102		Page		6		of		11


1	NAMES OF REPORTING PERSONS:

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	Credit Suisse, on behalf of the Investment Banking division

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Switzerland

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			220,109

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			220,109

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	220,109

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):

	0.7%⁵

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	BK


⁵		Based on 33,849,099 shares of the Issuer’s Common Stock outstanding, as set forth in the Issuer’s prospectus dated December 13, 2005.

SCHEDULE 13G

Item 1.

	(a)		Name of Issuer:

			Dealertrack Holdings, Inc.

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

1111 Marcus Avenue
Suite M04
Lake Success, New York 11042

Item 2.

(a)

Name of Persons Filing:

(1) GRP Management Services Corp.

(2) GRPVC, L.P.

(3) GRP II, L.P.

(4) GRP II Partners, L.P.

(5) Credit Suisse, on behalf of the Investment Banking division.

(b)

Address of Principal Business Office:

GRP Management Services Corp., GRPVC, L.P., GRP II, L.P. and GRP II Partners, L.P.:

2121 Avenue of the Stars
Suite 1630
Los Angeles, California 90067

Credit Suisse, on behalf of the Investment Banking division:

Uetlibergstrasse 231
P.O. Box 900, CH-8070
Zurich, Switzerland

(c)

Citizenship:

GRP Management Services Corp., GRPVC, L.P., GRP II, L.P. and GRP II Partners, L.P.:

Delaware

Credit Suisse, on behalf of the Investment Banking division:

Switzerland

(d)

Title of Class of Securities:

Common Stock, $0.01 par value per share

(e)

CUSIP Number:

242309102


Item 3.		Statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c):

NOT APPLICABLE


Item 4.		Ownership:

Page 7 of 11 pages

See Item 5 through 9 and 11 of cover pages as to each reporting person

GRPVC, L.P. is the general partner of each of GRP II, L.P. and GRP II Partners, L.P. GRP Management Services Corp. is the general partner of GRPVC, L.P. Merchant Capital, Inc. is the general partner of GRP II Investors, L.P. (the direct owner of 145,589 shares of Dealertrack Holdings, Inc.) and is in turn an indirect wholly-owned subsidiary of Credit Suisse, a bank incorporated under the laws of Switzerland. In accordance with an advisory agreement among GRPVC, L.P., on the one hand, and Merchant Capital, Inc. and GRP II Investors, L.P., on the other hand, GRP II Investors, L.P. makes investment and voting decisions in respect of the Dealertrack Holdings, Inc. shares beneficially owned by it on a parallel basis with GRP Management Services Corp., GRPVC, L.P., GRP II, L.P. and GRP II Partners, L.P.

Credit Suisse Securities (USA) LLC (''CS Sec USA LLC''), a Delaware limited liability company and a registered broker-dealer that effects trades in many companies, including the Issuer, is the direct owner of 74,520 shares of Dealertrack Holdings, Inc. CS Sec USA LLC is an indirect wholly-owned subsidiary of Credit Suisse.


Item 5.		Ownership of Five Percent or Less of a Class:

NOT APPLICABLE


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:

NOT APPLICABLE


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

SEE ATTACHED EXHIBIT 2.


Item 9.		Notice of Dissolution of Group:

NOT APPLICABLE


Item 10.		Certification:

NOT APPLICABLE

Page 8 of 11 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: March 8, 2006	GRP MANAGEMENT SERVICES CORP.

	By:	/s/ Steven Dietz

		Name: Steven Dietz
		Its: Vice President

Dated: March 8, 2006	GRPVC, L.P.

	By:	GRP Management Services Corp., its General Partner

		By:	/s/ Steven Dietz

			Name: Steven Dietz
			Its: Vice President

Dated: March 8, 2006	GRP II, L.P.

	By:	GRPVC, L.P., its General Partner

		By:	GRP Management Services Corp., its General Partner

			By:	/s/ Steven Dietz

				Name: Steven Dietz Its: Vice President

Dated: March 8, 2006	GRP II PARTNERS, L.P.

	By:	GRPVC, L.P., its General Partner

		By:	GRP Management Services Corp., its General Partner

			By:	/s/ Steven Dietz

				Name: Steven Dietz Its: Vice President

Page 9 of 11 pages


Dated: March 8, 2006	CREDIT SUISSE, on behalf of the INVESTMENT BANKING division

	By:	/s/ Ivy Dodes

		Name: Ivy Dodes

Page 10 of 11 pages

EXHIBIT INDEX


Exhibit 1		Joint Filing Agreement, dated as of March 8, 2006


Exhibit 2		List of Group Members

Page 11 of 11 pages

EX-99.1 2 y18153exv99w1.htm EX-99.1: JOINT FILING AGREEMENT EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees to the joint filing with the other reporting persons of the attached statement on Schedule 13G (including all amendments thereto) with respect to the Common Stock of Dealertrack Holdings, Inc. and that this Agreement be included as an Exhibit to such joint filing.

IN WITNESS WHEREOF, the undersigned hereby executes this Agreement on March 8, 2006.

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: March 8, 2006	GRP MANAGEMENT SERVICES CORP.

	By:	/s/ Steven Dietz

		Name: Steven Dietz
		Its: Vice President

Dated: March 8, 2006	GRPVC, L.P.

	By:	GRP Management Services Corp., its General Partner

		By:	/s/ Steven Dietz

			Name: Steven Dietz
			Its: Vice President

Dated: March 8, 2006	GRP II, L.P.

	By:	GRPVC, L.P., its General Partner

		By:	GRP Management Services Corp., its General Partner

			By:	/s/ Steven Dietz

				Name: Steven Dietz Its: Vice President

Dated: March 8, 2006	GRP II PARTNERS, L.P.

	By:	GRPVC, L.P., its General Partner

		By:	GRP Management Services Corp., its General Partner

			By:	/s/ Steven Dietz

				Name: Steven Dietz Its: Vice President


Dated: March 8, 2006	CREDIT SUISSE, on behalf of the INVESTMENT BANKING division

	By:	/s/ Ivy Dodes

		Name: Ivy Dodes

EX-99.2 3 y18153exv99w2.htm EX-99.2: LIST OF GROUP MEMBERS EX-99.2

Exhibit 2

GROUP MEMBERS

(1) GRP Management Services Corp.

General Partner of GRPVC, L.P.

(2) GRPVC, L.P.

General Partner of GRP II, L.P. and GRP Partners, L.P.

(3) GRP II, L.P.

Direct owner of 2,040,008 shares of Dealertrack Holdings, Inc.

(4) GRP II Partners, L.P.

Direct owner of 51,905 shares of Dealertrack Holdings, Inc.

(5) Credit Suisse, on behalf of the Investment Banking division

Indirect owner of 220,109 shares of Dealertrack Holdings, Inc., as described in Item 4.

In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this Schedule 13G is being filed by Credit Suisse (the “Bank”), a Swiss bank, on behalf of its subsidiaries to the extent that they constitute the Investment Banking division (the “Investment Banking division”) (the “Credit Suisse Reporting Person”). The Credit Suisse Reporting Person provides financial advisory and capital raising services, sales and trading for users and suppliers of capital around the world and invests in and manages private equity and venture capital funds. The address of the Bank’s principal business and office is Uetlibergstrasse 231, P.O. Box 900, CH 8070 Zurich, Switzerland. The address of the Credit Suisse Reporting Person’s principal business and office in the United States is Eleven Madison Avenue, New York, New York 10010.

The ultimate parent company of the Bank is Credit Suisse Group (“CSG”), a corporation formed under the laws of Switzerland. CSG is a global financial services company, active in all major financial centers and providing a comprehensive range of banking and insurance products. CSG and its consolidated subsidiaries are comprised of the Bank and the Winterthur division (the “Winterthur division”). In addition to the Investment Banking division, the Bank is comprised of the Asset Management division (the “Asset Management division”) and the Private Banking division (the “Private Banking division”). The Asset Management division provides asset management and investment advisory services to institutional, mutual fund and private investors worldwide. The Private Banking division offers global private banking and corporate and retail banking services in Switzerland. The Winterthur division provides life and non-life insurance and pension products to private and corporate clients worldwide. CSG’s business address is Paradeplatz 8, P.O. Box 1, CH 8070 Zurich, Switzerland.

CSG, for purposes of the federal securities laws, may be deemed ultimately to control the Bank and the Credit Suisse Reporting Person. CSG, its executive officers and directors, and its direct and indirect subsidiaries (including those subsidiaries that constitute the Asset Management division, the Private Banking division and the Winterthur division) may beneficially own securities to which this statement relates (the “Shares”) and such Shares are not reported in this statement. CSG disclaims beneficial ownership of Shares beneficially owned by its direct and indirect subsidiaries, including the Credit Suisse Reporting Person. Each of the Asset Management division, the Private Banking division and the Winterthur division disclaims beneficial ownership of Shares beneficially owned by the Credit Suisse Reporting Person. The Credit Suisse Reporting Person disclaims beneficial ownership of Shares beneficially owned by CSG, the Asset Management division, the Private Banking division and the Winterthur division.