-----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, PkipUF3+aVmPsG++udK9BSWDD9CtHL7u3e/Gjm3ZWtHAOO3Y/dfROrE1ry6dwyeP NMY2WT/f2Kr+yyxPKMhHyw== 0000891618-02-002703.txt : 20020607 0000891618-02-002703.hdr.sgml : 20020607 20020605160735 ACCESSION NUMBER: 0000891618-02-002703 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020605 GROUP MEMBERS: MARLEY G.P., INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KKR ASSOCIATES CENTRAL INDEX KEY: 0000901651 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO LP STREET 2: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-750-8300 MAIL ADDRESS: STREET 1: C/O KOHLBER KVRAVIS ROBERTS & CO., L.P., STREET 2: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LAYNE CHRISTENSEN CO CENTRAL INDEX KEY: 0000888504 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 480920712 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43628 FILM NUMBER: 02671133 BUSINESS ADDRESS: STREET 1: 1900 SHAWNEE MISSION PKWY CITY: MISSION WOODS STATE: KS ZIP: 66205-2001 BUSINESS PHONE: 9133620510 MAIL ADDRESS: STREET 1: 1900 SHAWNEE MISSION PKWY CITY: MISSION WOODS STATE: KS ZIP: 66205-2001 FORMER COMPANY: FORMER CONFORMED NAME: LAYNE INC DATE OF NAME CHANGE: 19930328 SC 13D/A 1 f82200a2sc13dza.htm SCHEDULE 13D/A Amendment #2 to Schedule 13D
 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D
(RULE 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 2)

LAYNE CHRISTENSEN COMPANY

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

521050 10 4

(CUSIP Number)

WILLIAM J. JANETSCHEK
KKR ASSOCIATES, L.P.
MARLEY G.P., INC.
C/O KOHLBERG KRAVIS ROBERTS & CO.
9 WEST 57TH STREET
NEW YORK, NEW YORK 10019
(212) 750-8300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

COPY TO:

PETER KERMAN
LATHAM & WATKINS
135 COMMONWEALTH DRIVE
MENLO PARK, CALIFORNIA 94025
(650) 328-4600

June 4, 2002

(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 statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box   [   ].

 

 

         
CUSIP No. 521050 10 4 SCHEDULE 13D Page 2 of 5 Pages
                 
1   Name of Reporting Person

KKR Associates, L.P.
2 Check the Appropriate Box if a Member of a Group
(a)    [   ]
       
(b)    [X]
3 SEC Use Only

4 Source of Funds

OO
5

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

[   ]
6 Citizenship or Place of Organization

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

  7 Sole Voting Power

2,005,436 SHARES OF COMMON STOCK
  8 Shared Voting Power

-0- SHARES OF COMMON STOCK
  9 Sole Dispositive Power

2,005,436 SHARES OF COMMON STOCK
  10 Shared Dispositive Power

-0- SHARES OF COMMON STOCK
11   Aggregate Amount Beneficially Owned by Each Reporting Person

2,005,436 SHARES OF COMMON STOCK
12

Check Box if Aggregate Amount in Row (11) Excludes Certain Shares

  [   ]
13 Percent of Class Represented by Amount in Row (11)

17.1%
14 Type of Reporting Person

PN

 

 

         
CUSIP No. 521050 10 4 SCHEDULE 13D Page 3 of 5 Pages
                 
1   Name of Reporting Person

Marley G.P., Inc.
2 Check the Appropriate Box if a Member of a Group
(a)    [   ]
       
(b)    [X]
3 SEC Use Only

4 Source of Funds

OO
5

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

[   ]
6 Citizenship or Place of Organization

DELAWARE

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

  7 Sole Voting Power

-0- SHARES OF COMMON STOCK
  8 Shared Voting Power

-0- SHARES OF COMMON STOCK
  9 Sole Dispositive Power

-0- SHARES OF COMMON STOCK
  10 Shared Dispositive Power

-0- SHARES OF COMMON STOCK
11   Aggregate Amount Beneficially Owned by Each Reporting Person

-0- SHARES OF COMMON STOCK
12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

  [   ]
13 Percent of Class Represented by Amount in Row (11)

0.0%
14 Type of Reporting Person

CO

 

     KKR Associates, L.P., a New York limited partnership (“KKR Associates”), and Marley G.P., Inc., a Delaware corporation (“Marley” and, together with KKR Associates, the “Reporting Persons”) hereby amend, as set forth below, their Statement on Schedule 13D dated August 13, 1997 filed with the Securities and Exchange Commission (the “Commission”) on August 25, 1997 (the “Statement”), as amended by Amendment No. 1 to Statement on Schedule 13D dated May 24, 2002 filed with the Commission on May 28, 2002 (“Amendment No. 1”), relating to the common stock, par value $0.01 per share, of Layne Christensen Company, a Delaware corporation (the “Company”). Capitalized terms used herein that are not otherwise defined shall have the meanings given to them in the Statement and Amendment No. 1.

Item 5. Interest in Securities of the Company.

     The response to Item 5 is amended as follows:

     On June 4, 2002, KKR Associates sold an aggregate of 61,564 shares of Common Stock and Marley sold an aggregate of 53,436 shares of Common Stock, in each case at a per share price of $10.00 pursuant to the provisions of Rule 144 under the Securities Act of 1933, as amended. Each of these sales was effected on the Nasdaq National Market. As of June 4, 2002, Marley owned no shares of Common Stock and, as a result, ceased to be the beneficial owner of more than five percent of the Common Stock. The number of shares of Common Stock covered by the Registration Statement on Form S-3 filed by the Company on May 24, 2002 will be reduced by the 115,000 shares of Common Stock sold by the Reporting Persons, as described in this Item 5.

     Item 7. Materials to be Filed As Exhibits.

     1. Joint Filing Agreement, dated as of August 25, 1997 (incorporated herein by reference to Exhibit 1 of the Statement).

     2. Power of Attorney dated September 20, 1999 (incorporated herein by reference to Exhibit 2 of Amendment No. 1).

Page 4 of 5 Pages

 

SIGNATURES

     After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 5, 2002

         
    KKR ASSOCIATES, L.P.
 
    By:   *
       
    Name: Edward A. Gilhuly
Its: General Partner
 
    MARLEY G.P., INC.
 
    By:   /s/ William J. Janetschek
       
    Name: William J. Janetschek
Its: President

•     The undersigned, by signing his name hereto, does sign and execute this Amendment No. 2 pursuant to the Power of Attorney executed by Edward A. Gilhuly and filed with the Securities and Exchange Commission as Exhibit 2 to Amendment No. 1.

     
By:   /s/ William J. Janetschek
   
    William J. Janetschek
Attorney-in-fact

Page 5 of 5 Pages

 

EXHIBIT LIST

1.    Joint Filing Agreement, dated as of August 25, 1997 (incorporated herein by reference to Exhibit 1 of the Statement).
 
2.    Power of Attorney dated September 20, 1999 (incorporated herein by reference to Exhibit 2 of Amendment No. 1).

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