Schedule 13G

-----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, Uusqy9rLD/e3xzFPziJEhRg+F+aaZIzF8SYe8Au1JCGWmn6X/R0JoD1f6RkqQI82 +LeTHNIcW4/dWbrPwkngjA== 0001193125-08-029726.txt : 20080214 0001193125-08-029726.hdr.sgml : 20080214 20080213205748 ACCESSION NUMBER: 0001193125-08-029726 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080213 GROUP MEMBERS: CB OFFSHORE EQUITY FUND VI, L.P. GROUP MEMBERS: CHARLESBANK EQUITY COINVESTMENT FUND VI, LIMITED PARTNERSHIP GROUP MEMBERS: CHARLESBANK EQUITY FUND VI, LIMITED PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Animal Health International, Inc. CENTRAL INDEX KEY: 0001372813 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 710982698 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82855 FILM NUMBER: 08607557 BUSINESS ADDRESS: STREET 1: 7 VILLAGE CIRCLE CITY: WESTLAKE STATE: TX ZIP: 76262 BUSINESS PHONE: 817-859-3000 MAIL ADDRESS: STREET 1: 7 VILLAGE CIRCLE CITY: WESTLAKE STATE: TX ZIP: 76262 FORMER COMPANY: FORMER CONFORMED NAME: Walco International Holdings, Inc. DATE OF NAME CHANGE: 20060815 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHARLESBANK COINVESTMENT PARTNERS LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0001273276 IRS NUMBER: 043499681 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O CHARLESBANK CAPITAL PARTNERS LLC STREET 2: 600 ATLANTIC AVE 26TH FL CITY: BOSTON STATE: MA ZIP: 02210 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Animal Health International, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

03525N109

(CUSIP Number)

December 31, 2007

(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 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. 03525N109				2


(1)		Name of Reporting Person: Charlesbank Coinvestment Partners, Limited Partnership
(2)		Check the Appropriate Box if a Member of a Group: (a) x (b) ¨
(3)		SEC Use Only
(4)		Citizenship or Place of Organization: Massachusetts


Number of Shares Beneficially Owned By Each Reporting Person With		(5) Sole Voting Power 0
		(6) Shared Voting Power 6,273,892
		(7) Sole Dispositive Power 0
		(8) Shared Dispositive Power 6,273,892


9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 6,273,892
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:	¨
11.	Percent of Class Represented by Amount in Row (9): 25.78%
12.	Type of Reporting Person: PN


CUSIP No. 03525N109				3


(1)		Name of Reporting Person: Charlesbank Equity Coinvestment Fund VI, Limited Partnership
(2)		Check the Appropriate Box if a Member of a Group: (a) x (b) ¨
(3)		SEC Use Only
(4)		Citizenship or Place of Organization: Massachusetts


Number of Shares Beneficially Owned By Each Reporting Person With		(5) Sole Voting Power 0
		(6) Shared Voting Power 6,273,892
		(7) Sole Dispositive Power 0
		(8) Shared Dispositive Power 6,273,892


9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 6,273,892
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:	¨
11.	Percent of Class Represented by Amount in Row (9): 25.78%
12.	Type of Reporting Person: PN


CUSIP No. 03525N109				4


(1)		Name of Reporting Person: Charlesbank Equity Fund VI, Limited Partnership
(2)		Check the Appropriate Box if a Member of a Group: (a) x (b) ¨
(3)		SEC Use Only
(4)		Citizenship or Place of Organization: Massachusetts


Number of Shares Beneficially Owned By Each Reporting Person With		(5) Sole Voting Power 0
		(6) Shared Voting Power 6,273,892
		(7) Sole Dispositive Power 0
		(8) Shared Dispositive Power 6,273,892


9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 6,273,892
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:	¨
11.	Percent of Class Represented by Amount in Row (9): 25.78%
12.	Type of Reporting Person: PN


CUSIP No. 03525N109				5


(1)		Name of Reporting Person: CB Offshore Equity Fund VI, L.P.
(2)		Check the Appropriate Box if a Member of a Group: (a) x (b) ¨
(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 6,273,892
		(7) Sole Dispositive Power 0
		(8) Shared Dispositive Power 6,273,892


9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 6,273,892
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:	¨
11.	Percent of Class Represented by Amount in Row (9): 25.78%
12.	Type of Reporting Person: PN


				6

Item 1

(a).

Name of Issuer:

Animal Health International, Inc. (the “Company”)

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

7 Village Circle, Suite 200

Westlake, Texas 76262

Item 2

(a).

Name of Persons Filing:

The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

(i) Charlesbank Coinvestment Partners, Limited Partnership;

(ii) Charlesbank Equity Coinvestment Fund VI, Limited Partnership;

(iii) Charlesbank Equity Fund VI, L.P.; and

(iv) CB Offshore Equity Fund VI, L.P.

Charlesbank Equity Fund VI GP, Limited Partnership (“Charlesbank GP”), is the general partner of Charlesbank Equity Fund VI, Limited Partnership (“Fund VI”), Charlesbank Equity Coinvestment Fund VI, Limited Partnership (“Coinvest VI”), and CB Offshore Equity Fund VI, L.P. (“Offshore VI”). Charlesbank Capital Partners, LLC (“Charlesbank”) is the general partner of Charlesbank Coinvestment Partners, Limited Partnership (“Coinvest Partners”), and Charlesbank GP.

Item 2

(b).

Address of Principal Business Office:

For each Reporting Person:

c/o Charlesbank Capital Partners, LLC

200 Clarendon Street, 54th Floor

Boston, Massachusetts 02116

Item 2

(c).

Citizenship:

See row 4 of each Reporting Persons’ cover page.

Item 2

(d).

Title of Class of Securities:

Common Stock, $0.01 par value per share

Item 2

(e).

CUSIP Number:

03525N109

Item 3.

Not applicable.


				7


Item 4.	Ownership.

	For each Reporting Person:

	(a)	Amount beneficially owned:

		Coinvest Partners: 4,846 shares
		Coinvest VI: 239,984 shares
		Fund VI: 5,403,930 shares
		Offshore VI: 623,132 shares
		Total: 6,273,892 shares

	(b)	Percent of class:

		Coinvest Partners: 0.02%
		Coinvest VI: 0.99%
		Fund VI: 22.21%
		Offshore VI: 2.56%
		Total: 25.78%

		These percentages are based upon 24,329,670 shares of Common Stock issued and outstanding as of January 23, 2008 (as reported in the Company’s Quarterly Report on Form 10-Q filed February 7, 2008).

	(c)	Number of shares to which each Reporting Person has:

		(i)	Sole power to vote or direct the vote:

			-0-

		(ii)	Shared power to vote or direct the vote:

			6,273,892

		(iii)	Sole power to dispose or to direct the disposition of:

			-0-

		(iv)	Shared power to dispose of or direct the disposition of:

			6,273,892

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.

	The holders of interests in the Reporting Persons may have the right to participate in the receipt of dividends from or proceeds from the sale of, securities held by such partnerships.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company.

	Not Applicable.

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

	Exhibit A—Joint Filing Agreement, dated February 13, 2008 among the signatories to this Schedule 13G to file joint statement on Schedule 13G.

Item 9.	Notice of Dissolution of a Group.

	Not Applicable.

Item 10.	Certification.

	Not Applicable.

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 13, 2008


CHARLESBANK EQUITY FUND VI, LIMITED PARTNERSHIP

CHARLESBANK EQUITY COINVENSTMENT FUND VI, LIMITED PARTNERSHIP

CHARLESBANK COINVESTMENT PARTNERS, LIMITED PARTNERSHIP

CB OFFSHORE EQUITY FUND VI, L.P.

BY:		/s/ TAMI NASON
		Signature

		Tami Nason, Authorized Signatory
		Name/Title

Exhibit A

Joint Filing Agreement

This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date and any further amendments to the Schedule 13G with respect to beneficial ownership by the undersigned of shares of the Common Stock of Animal Health International, Inc. are being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: February 13, 2008


CHARLESBANK EQUITY FUND VI, LIMITED PARTNERSHIP

CHARLESBANK EQUITY COINVENSTMENT FUND VI, LIMITED PARTNERSHIP

CHARLESBANK COINVESTMENT PARTNERS, LIMITED PARTNERSHIP

CB OFFSHORE EQUITY FUND VI, L.P.

BY:		/s/ TAMI NASON
		Signature

		Tami Nason, Authorized Signatory
		Name/Title

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