-----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, Jdu4wJfSapojU+1TjwepgcTqxJCa/gtwYfHe/iO2JASJrAUp6GpMHNG3u5eTjFai 13DZg7x+3FzR26NFVFZ5hA== 0000950123-09-061825.txt : 20091112 0000950123-09-061825.hdr.sgml : 20091111 20091112170343 ACCESSION NUMBER: 0000950123-09-061825 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091112 DATE AS OF CHANGE: 20091112 GROUP MEMBERS: CLAYTON MANAGEMENT COMPANY GROUP MEMBERS: WOODBOURNE PARTNERS. L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEIL JOHN D CENTRAL INDEX KEY: 0000904314 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 200 N BROADWAY SUITE 825 CITY: ST LOUIS STATE: MO ZIP: 63102 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHBURY FINANCIAL INC CENTRAL INDEX KEY: 0001335249 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 203187008 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81379 FILM NUMBER: 091177930 BUSINESS ADDRESS: STREET 1: 999 EIGHTEENTH STREET STREET 2: SUITE 3000 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-893-2899 MAIL ADDRESS: STREET 1: 999 EIGHTEENTH STREET STREET 2: SUITE 3000 CITY: DENVER STATE: CO ZIP: 80202 SC 13D/A 1 c54645sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Highbury Financial Inc.
(Name of Issuer)
Common Stock, par value $ 0.0001 per share
(Title of Class of Securities)
42982Y109
(CUSIP Number)
Phillip R. Stanton, Esq.
Greensfelder, Hemker & Gale, P.C.
Ten South Broadway, Suite 2000
St. Louis, Missouri 63102
(314) 241-9090
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 1, 2009
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. þ

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 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.
  
42982Y109 
   13D   Page  
2 
   of   
7 
   pages

 

           
1   NAME OF REPORTING PERSON

Woodbourne Partners, L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  PF
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Missouri
       
  7   SOLE VOTING POWER
     
NUMBER OF   - 0 -
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,368,000 SUBJECT TO THE DISCLAIMER IN ITEM 5.
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   - 0 -
       
WITH 10   SHARED DISPOSITIVE POWER
     
    1,368,000 SUBJECT TO THE DISCLAIMER IN ITEM 5.
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,368,000
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  9.2%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN

 

                         
CUSIP No.
  
42982Y109 
   13D   Page  
3 
   of   
7 
   pages

 

           
1   NAME OF REPORTING PERSON

Clayton Management Company
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  AF
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Missouri
       
  7   SOLE VOTING POWER
     
NUMBER OF   - 0 -
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,368,000 SUBJECT TO THE DISCLAIMER IN ITEM 5.
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   - 0 -
       
WITH 10   SHARED DISPOSITIVE POWER
     
    1,368,000 SUBJECT TO THE DISCLAIMER IN ITEM 5.
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,368,000 SUBJECT TO THE DISCLAIMER IN ITEM 5.
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  9.2%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

 

                         
CUSIP No.
  
42982Y109 
   13D   Page  
4 
   of   
7 
   pages

 

           
1   NAME OF REPORTING PERSON

John D. Weil
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  AF
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Missouri
       
  7   SOLE VOTING POWER
     
NUMBER OF   1,368,000 SUBJECT TO THE DISCLAIMER IN ITEM 5.
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   - 0 -
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,368,000 SUBJECT TO THE DISCLAIMER IN ITEM 5.
       
WITH 10   SHARED DISPOSITIVE POWER
     
    - 0 -
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,368,000 SUBJECT TO THE DISCLAIMER IN ITEM 5.
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  9.2%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN

 

                         
CUSIP No.
  
42982Y109 
   13D   Page  
5 
   of   
7 
   pages
     This Amendment No. 1 to Schedule 13D (this “Amendment”) amends a Schedule 13D filed on November 6, 2009 (the “Schedule 13D”) relating to the beneficial ownership of the common stock, par value $0.0001 per share (the “Common Stock”), of Highbury Financial Inc., a Delaware corporation (the “Issuer”), by Woodbourne Partners, L.P., a Missouri limited partnership (“Woodbourne”), Clayton Management Company, a Missouri corporation (“Clayton Management”) and John D. Weil (“Mr. Weil” and collectively with Woodbourne and Clayton Management, the “Reporting Persons”). This Amendment amends and supplements information set forth below in Items 4, 5, 6 and 7. All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. This Amendment amends the Schedule 13D only as expressly set forth herein.
Item 4. Purpose of Transaction.
     The shares of Common Stock described in this Schedule 13D were acquired for the purpose of investment.
     On July 1, 2009, Mr. Weil, as representative of Woodbourne and Clayton Management, met with Richard S. Foote, the President and Chief Executive Officer of the Issuer, and representatives of three of the other largest stockholders of the issuer (the “Other Stockholders”). At that that meeting, one or more of the representatives of the Other Stockholders requested that the Issuer’s board of directors be reconstituted to include a representative of each of the four stockholders and one representative of management. Mr. Weil joined in that request during the meeting.
     On July 22, 2009, Mr. Weil and the Other Stockholders participated in a call with a special committee of the board of directors of the Issuer. During that call, the Other Stockholders renewed the request that the Issuer’s Board of Directors be reconstituted to include a representative of each of the four largest stockholders and one representative of management. Mr. Weil again joined in that request during the conference call.
     Except as described herein, the Reporting Persons currently have no present plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change to the present capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer’s business or corporate structure, (g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) any actions similar to any of those enumerated above.

 

 

                         
CUSIP No.
  
42982Y109 
   13D   Page  
6 
   of   
7 
   pages
Item 5. Interest in Securities of the Issuer.
     The percentages of outstanding shares of Common Stock of the Issuer reported in this Item 5 are based on the assumption that there are 15,039,244 shares of Common Stock outstanding as of October 7, 2009 as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on October 8, 2009.
                         
          Clayton        
    Woodbourne     Management     Weil  
Amount beneficially owned:
     1,368,000 (1)     1,368,000 (1)     1,368,000 (1)
 
                        
Percent of class:
     9.2 %     9.2 %     9.2 %
 
(1)   Consists of 1,368,000 shares of Common Stock held of record by Woodbourne. Woodbourne and Clayton Management share voting and dispositive power with Mr. Weil, who has sole voting and dispositive power over such shares.
     Other than the transactions described in this Schedule 13D, no Reporting Person has effected any transactions in the Common Stock during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
     Pursuant to Rule 13d-1(k)(1) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this Schedule 13D, and any amendments hereto, a copy of which has been filed as an Exhibit to this Schedule 13D and is incorporated herein by this reference.
     Except as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between such persons and any other person with respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
     The Filing Agreement among the Reporting Persons, dated as of November 11, 2009, is filed herewith.

 

 

                         
CUSIP No.
  
42982Y109 
   13D   Page  
7 
   of   
7 
   pages
Signature
     After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: November 11, 2009
         
  WOODBOURNE PARTNERS, L.P.
by its general partner, Clayton Management Company
 		  
  /s/ John D. Weil    
  John D. Weil, President   
     
 
  CLAYTON MANAGEMENT COMPANY
 		  
  /s/ John D. Weil    
  John D. Weil, President   
     
 
  JOHN D. WEIL
 		  
  /s/ John D. Weil    
  John D. Weil   
     

 

 

         
EXHIBIT
FILING AGREEMENT
     Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required on Schedule 13D (including any amendments) need be filed with respect to ownership by each of the undersigned of shares of the common stock of Highbury Financial Inc.
     This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
     Dated: November 11, 2009
         
  WOODBOURNE PARTNERS, L.P.
by its general partner, Clayton Management Company
 		  
  /s/ John D. Weil    
  John D. Weil, President   
     
 
  CLAYTON MANAGEMENT COMPANY
 		  
  /s/ John D. Weil    
  John D. Weil, President   
     
 
  JOHN D. WEIL
 		  
  /s/ John D. Weil    
  John D. Weil   
     
 

 

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