-----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, LpBvqOaoakD9l20paCbLMGk+Gbo/I9MSi7jlY4viB/5cQrPDYJ/q+TeQMADFyWC9 7kKAsGBnclz9UCog1JYIww== 0001193125-09-230247.txt : 20091110 0001193125-09-230247.hdr.sgml : 20091110 20091110094812 ACCESSION NUMBER: 0001193125-09-230247 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091110 DATE AS OF CHANGE: 20091110 GROUP MEMBERS: GENWORTH FINANCIAL, INC. GROUP MEMBERS: GENWORTH NORTH AMERICA CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fifth Street Finance Corp CENTRAL INDEX KEY: 0001414932 IRS NUMBER: 261219283 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84069 FILM NUMBER: 091170545 BUSINESS ADDRESS: STREET 1: 10 BANK STREET STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: (914) 286-6800 MAIL ADDRESS: STREET 1: 10 BANK STREET STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Genworth Life Insurance CO CENTRAL INDEX KEY: 0001437475 IRS NUMBER: 916027719 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 6620 WEST BROAD STREET CITY: RICHMOND STATE: VA ZIP: 23230 BUSINESS PHONE: (804) 281-6000 MAIL ADDRESS: STREET 1: 6620 WEST BROAD STREET CITY: RICHMOND STATE: VA ZIP: 23230 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Fifth Street Finance Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

31678A103

(CUSIP Number)

November 6, 2009

(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. 31678A103

 

  1)   

Names of Reporting Persons:

 

Genworth Life Insurance Company

  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

 

    Delaware

Number of

Shares

Beneficially

Owned by

Each)

Person

With

   5)    

Sole Voting Power

 

    0 (See Item 4 of this Schedule 13G.)

   6)   

Shared Voting Power

 

    1,472,379 (See Item 4 of this Schedule 13G.)

   7)   

Sole Dispositive Power

 

    0 (See Item 4 of this Schedule 13G.)

   8)   

Shared Dispositive Power

 

    1,472,379 (See Item 4 of this Schedule 13G.)

  9)

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    1,472,379 shares (See Item 4 of this Schedule 13G.)

10)

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11)

 

Percent of Class Represented by Amount in Item 9

 

    4.6% (See Item 4 of this Schedule 13G.)

12)

 

Type of Reporting Person (See Instructions)

 

    IC

 

Page 2 of 7


 

CUSIP No. 31678A103

 

  1)   

Names of Reporting Persons:

 

Genworth North America Corporation

  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

 

    Washington

Number of

Shares

Beneficially

Owned by

Each)

Person

With

   5)    

Sole Voting Power

 

    0 (See Item 4 of this Schedule 13G.)

   6)   

Shared Voting Power

 

    1,472,379 (See Item 4 of this Schedule 13G.)

   7)   

Sole Dispositive Power

 

    0 (See Item 4 of this Schedule 13G.)

   8)   

Shared Dispositive Power

 

    1,472,379 (See Item 4 of this Schedule 13G.)

  9)

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    1,472,379 shares (See Item 4 of this Schedule 13G.)

10)

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11)

 

Percent of Class Represented by Amount in Item 9

 

    4.6% (See Item 4 of this Schedule 13G.)

12)

 

Type of Reporting Person (See Instructions)

 

    HC

 

Page 3 of 7


 

CUSIP No. 31678A103

 

  1)   

Names of Reporting Persons:

 

Genworth Financial, Inc.

  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

 

    Delaware

Number of

Shares

Beneficially

Owned by

Each)

Person

With

   5)    

Sole Voting Power

 

    0 (See Item 4 of this Schedule 13G.)

   6)   

Shared Voting Power

 

    1,472,379 (See Item 4 of this Schedule 13G.)

   7)   

Sole Dispositive Power

 

    0 (See Item 4 of this Schedule 13G.)

   8)   

Shared Dispositive Power

 

    1,472,379 (See Item 4 of this Schedule 13G.)

  9)

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    1,472,379 shares (See Item 4 of this Schedule 13G.)

10)

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11)

 

Percent of Class Represented by Amount in Item 9

 

    4.6% (See Item 4 of this Schedule 13G.)

12)

 

Type of Reporting Person (See Instructions)

 

    HC

 

Page 4 of 7


ITEM 1.  

(A)

   NAME OF ISSUER:      
     Fifth Street Finance Corp.      
 

(B)

   ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICE      
    

10 Bank Street

Suite 1210

White Plains, NY 10606

     
ITEM 2.  

(A)

   NAME OF PERSONS FILING:      
    

Genworth Life Insurance Company (“GLIC”)

Genworth North America Corporation (“GNA Corp.”)

Genworth Financial, Inc. (“Genworth Financial”)

     
  GNA Corp. is the direct parent of GLIC and Genworth Financial is the direct parent of GNA Corp. and the indirect parent of GLIC. An agreement among GLIC, GNA Corp. and Genworth Financial that this statement be filed on behalf of each of them is attached hereto as Exhibit 99.1.      
 

(B)

   ADDRESS OF PRINCIPAL BUSINESS OFFICE OR IF NONE, RESIDENCE:      
    

Genworth Life Insurance Company

6620 West Broad Street

Richmond, VA 23230

     
    

Genworth North America Corporation

6620 West Broad Street

Richmond, VA 23230

     
    

Genworth Financial, Inc.

6620 West Broad Street

Richmond, VA 23230

     
 

(C)

   CITIZENSHIP OR PLACE OF ORGANIZATION:      
    

Genworth Life Insurance Company – Delaware

Genworth North America Corporation – Washington

Genworth Financial, Inc. – Delaware

     
 

(D)

   TITLE OF CLASS OF SECURITIES:      
     Common Stock, par value $0.01 per share (“Common Stock”)      
 

(E)

   CUSIP NUMBER      
     31678A103      
ITEM 3.   If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:   
  (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 of 1940 (15 U.S.C. 80a-3).
  (j)    ¨    Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

 

Page 5 of 7


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 which relate to the beneficial ownership of the Common Stock of the Issuer are incorporated by reference.      
   As of the date of this report, GLIC was the direct beneficial owner of 1,472,379 shares of Common Stock of the Issuer, representing approximately 4.6% of the shares of Common Stock outstanding (based on 32,302,097 shares reported as outstanding as of July 31, 2009 by the Issuer in its quarterly report on Form 10-Q filed on August 5, 2009).      
   GNA Corp., as the direct parent of GLIC, and Genworth Financial, as the direct parent of GNA Corp. and indirect parent of GLIC, may be deemed to beneficially own the shares of Common Stock directly owned by GLIC.      
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.   
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      
   Not Applicable.      
ITEM 9.    NOTICE OF DISSOLUTION OF GROUP      
ITEM 10.    CERTIFICATION      
   Not Applicable.      

 

Page 6 of 7


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: November 10, 2009

 

Genworth Life Insurance Company

By:   /S/    PATRICIA MERRILL*        
Name:   Patricia Merrill
  As Attorney-in-Fact

Genworth North America Corporation

By:   /S/    PATRICIA MERRILL**        
Name:   Patricia Merrill
  As Attorney-in-Fact

Genworth Financial, Inc.

By:   /S/    PATRICIA MERRILL***        
Name:   Patricia Merrill
  As Attorney-in-Fact

 

* Evidence of Power of Attorney was filed as Exhibit 24.3 with the Form 3 filed on June 11, 2008 and is incorporated by reference into this filing.
** Evidence of Power of Attorney was filed as Exhibit 24.2 with the Form 3 filed on June 11, 2008 and is incorporated by reference into this filing.
*** Evidence of Power of Attorney was filed as Exhibit 24.1 with the Form 3 filed on June 11, 2008 and is incorporated by reference into this filing.

 

Page 7 of 7

EX-99.1 2 dex991.htm EXHIBIT 99.1 JOINT FILING AGREEMENT Exhibit 99.1 Joint Filing Agreement

Exhibit 99.1

Joint Filing Agreement

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.

Dated: January 29, 2009

 

Genworth Life Insurance Company
By:  

/s/ Patricia Merrill*

  Name: Patricia Merrill
  As Attorney-in-Fact
Genworth North America Corporation
By:  

/s/ Patricia Merrill**

  Name: Patricia Merrill
  As Attorney-in-Fact
Genworth Financial, Inc.
By:  

/s/ Patricia Merrill***

  Name: Patricia Merrill
  As Attorney-in-Fact

 

* Evidence of Power of Attorney was filed as Exhibit 24.3 with the Form 3 filed on June 11, 2008 and is incorporated by reference into this filing.
** Evidence of Power of Attorney was filed as Exhibit 24.2 with the Form 3 filed on June 11, 2008 and is incorporated by reference into this filing.
*** Evidence of Power of Attorney was filed as Exhibit 24.1 with the Form 3 filed on June 11, 2008 and is incorporated by reference into this filing.
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