-----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, A2uUEnziGEyjBFDX9WhiqJ2ixjpZrvHuzNEAKJjqpnten+atnOD6y3fp04tG8cna Dsz2ldPPH8b4kVbiHoIcWw== 0000950123-08-010919.txt : 20080911 0000950123-08-010919.hdr.sgml : 20080911 20080911165545 ACCESSION NUMBER: 0000950123-08-010919 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080911 DATE AS OF CHANGE: 20080911 GROUP MEMBERS: KBC ASSET MANAGEMENT NV GROUP MEMBERS: KBC BANK NV GROUP MEMBERS: KBC GROUP NV 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43628 FILM NUMBER: 081067676 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KBC Asset Management Ltd. CENTRAL INDEX KEY: 0001410251 IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: JOSHUA DAWSON HOUSE STREET 2: DAWSON STREET CITY: DUBLIN STATE: L2 ZIP: 2 BUSINESS PHONE: 353 1 438 4492 MAIL ADDRESS: STREET 1: JOSHUA DAWSON HOUSE STREET 2: DAWSON STREET CITY: DUBLIN STATE: L2 ZIP: 2 SC 13G 1 y71059sc13g.htm SCHEDULE 13G SC 13G
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
Layne Christensen Co.
 
(Name of Issuer)
Common Stock, par value $0.01 per share
 
(Title of Class of Securities)
521050104
 
(CUSIP Number)
August 29, 2008
Date of Event Which Requires Filing of the Statement
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o   Rule 13d-1(b)
 
þ   Rule 13d-1(c)
 
o   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).
 
 


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Item 1(a) Name of Issuer: Layne Christensen Co.
Item 1(b) Address of Issuer’s Principal Executive Offices
Item 2(a) Name of Person Filing
Item 2(b) Address of Principal Business Office
Item 2(c) Citizenship
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a
Item 4 Ownership
Item 5 Ownership of Five Percent or Less of a Class
Item 6 Ownership of More than Five Percent on Behalf of Another Person
Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
Item 8 Identification and Classification of Members of the Group
Item 9 Notice of Dissolution of Group
Item 10 Certification
INDEX TO EXHIBITS
EX-99.1: JOINT FILING AGREEMENT
EX-99.2: DECLARATION GRANTING OFFICER AUTHORITY


Table of Contents

                     
CUSIP No.
 
521050104 
13G Page  
  of   
10 

 

           
1   NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

KBC Asset Management Ltd.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Ireland
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   976,631 shares of Common Stock
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER
     
    976,631 shares of Common Stock
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  976,631 shares of Common Stock
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  Approximately 5.07% as of the date of this filing (based on shares of Common Stock issued and outstanding as of August 20, 2008)
     
12   TYPE OF REPORTING PERSON
   
  IA

Page 2 of 10


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CUSIP No.
 
521050104 
13G Page  
  of   
10 

 

           
1   NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

KBC Group NV
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Belgium
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   976,631 shares of Common Stock
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER
     
    976,631 shares of Common Stock
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  976,631 shares of Common Stock
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  Approximately 5.07% as of the date of this filing (based on 19,231,950 shares of Common Stock issued and outstanding as of August 20, 2008)
     
12   TYPE OF REPORTING PERSON
   
  HC

Page 3 of 10


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CUSIP No.
 
521050104 
13G Page  
  of   
10 

 

           
1   NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

KBC Asset Management NV
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Belgium
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   976,631 shares of Common Stock
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER
     
    976,631 shares of Common Stock
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  976,631 shares of Common Stock
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  Approximately 5.07% as of the date of this filing (based on 19,231,950 shares of Common Stock issued and outstanding as of August 20, 2008)
     
12   TYPE OF REPORTING PERSON
   
  IA/HC

Page 4 of 10


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CUSIP No.
 
521050104 
13G Page  
  of   
10 

 

           
1   NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

KBC Bank NV
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Belgium
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   976,631 shares of Common Stock
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER
     
    976,631 shares of Common Stock
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  976,631 shares of Common Stock
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  Approximately 5.07% as of the date of this filing (based on 19,231,950 shares of Common Stock issued and outstanding as of August 20, 2008)
     
12   TYPE OF REPORTING PERSON
   
  BK/HC

Page 5 of 10


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Cusip No. 521050104   13G   Page 6 of 10
Item 1(a)   Name of Issuer: Layne Christensen Co.
Item 1(b) Address of Issuer’s Principal Executive Offices:
1900 Shawnee Mission Pkwy
Mission Woods, Kansas 66205-2001
Item 2(a) Name of Person Filing
Item 2(b) Address of Principal Business Office
Item 2(c) Citizenship
KBC Asset Management Ltd.
Joshua Dawson House
Dawson Street
Dublin 2
Ireland
KBC Group NV
Havenlaan 2
1080 Brussels
Belgium
KBC Asset Management NV
Havenlaan 2,
1080 Brussels
Belgium
KBC Bank NV
Havenlaan 2,
1080 Brussels
Belgium
2(d) Title of Class of Securities:
Common Stock, par value $0.01 per share
2(e) CUSIP Number: 521050104
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
  (a)   o    Broker or dealer registered under Section 15 of the Exchange Act;
 
  (b)   o    Bank as defined in Section 3(a)(6) of the Exchange Act;

Page 6 of 10


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Cusip No. 521050104   13G   Page 7 of 10
  (c)   o    Insurance company as defined in Section 3(a)(19) of the Exchange Act;
 
  (d)   o    Investment company registered under Section 8 of the Investment Company Act;
 
  (e)   o    An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
  (f)   o    An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
  (g)   o    A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
  (h)   o    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
  (i)   o    A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
 
  (j)   o    Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. : þ
Item 4 Ownership:
     (a) Amount beneficially owned:
     Incorporated by reference to Item 9 of the cover page pertaining to each reporting person.
     (b) Percent of Class:
     Incorporated by reference to Item 11 of the cover page pertaining to each reporting person.
     (c) Number of shares as to which such person has:
     (i) sole power to vote or to direct the vote:
Incorporated by reference to Item 5 of the cover page pertaining to each reporting person.
     (ii) shared power to vote or to direct the vote:
Incorporated by reference to Item 6 of the cover page pertaining to each reporting person.

Page 7 of 10


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Cusip No. 521050104   13G   Page 8 of 10
     (iii) sole power to dispose or to direct the disposition of:
Incorporated by reference to Item 7 of the cover page pertaining to each reporting person.
     (iv) shared power to dispose or to direct the disposition of:
Incorporated by reference to Item 8 of the cover page pertaining to each reporting person.
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:
Not Applicable.
Item 9 Notice of Dissolution of Group:
Not Applicable.
Item 10 Certification:
     By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 8 of 10


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Cusip No. 521050104   13G   Page 9 of 10
     After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated this 11th day of September, 2008.
                 
KBC Group NV   KBC Asset Management NV    
 
               
By:
Name:
  /s/ Noel O’Halloran
 
Noel O’Halloran
  By:
Name:
  /s/ Noel O’Halloran
 
Noel O’Halloran
   
Its:
  Executive Director and Chief   Its:   Executive Director and Chief    
 
  Investment Officer of KBC Asset       Investment Officer of KBC Asset    
 
  Management Ltd.       Management Ltd.    
 
               
KBC Asset Management Ltd.   KBC Bank NV    
 
               
By:
  /s/ Noel O’Halloran   By:   /s/ Noel O’Halloran    
 
               
Name:
  Noel O’Halloran   Name:   Noel O’Halloran    
Its:
  Executive Director and Chief   Its:   Executive Director and Chief    
 
  Investment Officer       Investment Officer of KBC Asset    
 
          Management Ltd.    
INDEX TO EXHIBITS
     
Exhibit No.   Exhibit
 
   
99.1
  Joint Filing Agreement
 
   
99.2
  Declaration Granting Officer Authority

Page 9 of 10

EX-99.1 2 y71059exv99w1.htm EX-99.1: JOINT FILING AGREEMENT EX-99.1
Cusip No. 521050104   13G   Page 10 of 10
EXHIBIT 99.1
September 11th, 2008
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, KBC GROUP NV, KBC ASSET MANAGEMENT NV, KBC ASSET MANAGEMENT LTD., KBC BANK NV each hereby agree to the joint filing of this statement on Schedule 13G (including any and all amendments hereto). In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. A copy of this Agreement shall be attached as an exhibit to the Statement on Schedule 13G filed on behalf of each of the parties hereto, to which this Agreement relates.
This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument.
         
KBC GROUP NV    
 
       
By:
Name:
  /s/ Noel O’Halloran
 
Noel O’Halloran
   
Its:
  Executive Director and Chief    
 
  Investment Officer of KBC Asset    
 
  Management Ltd.    
 
       
KBC ASSET MANAGEMENT NV    
 
By:
Name:
  /s/ Noel O’Halloran
 
Noel O’Halloran
   
Its:
  Executive Director and Chief    
 
  Investment Officer of KBC Asset    
 
  Management Ltd.    
 
       
KBC ASSET MANAGEMENT LTD.    
 
       
By:
Name:
  /s/ Noel O’Halloran
 
Noel O’Halloran
   
Its:
  Executive Director and Chief    
 
  Investment Officer    
 
       
KBC BANK NV    
 
       
By:
Name:
  /s/ Noel O’Halloran
 
Noel O’Halloran
   
Its:
  Executive Director and Chief    
 
  Investment Officer of KBC Asset    
 
  Management Ltd.    

Page 10 of 10

EX-99.2 3 y71059exv99w2.htm EX-99.2: DECLARATION GRANTING OFFICER AUTHORITY EX-99.2

DECLARATION : GRANTING AN OFFICER OF
KBC ASSET MANAGEMENT LTD
AUTHORITY TO SIGN AND FILE THE REQUIRED DISCLOSURES WITH
THE SEC ON BEHALF OF

KBC ASSET MANAGEMENT NV
IN RELATION TO THE FOLLOWING STOCK:
Layne Christensen Company                     LAYN US
I, the undersigned, signing on behalf of KBC Asset Management NV (“the entity”), hereby grant Noel O’Halloran an officer of KBC Asset Management Ltd (Title: Executive Director and Chief Investment Officer of KBC Asset Management Ltd), permission to sign on behalf of the aforementioned entity, relating to the filing of Securities Exchange Commission (SEC) forms, disclosing that:
  the KBC Asset Management Ltd and KBC Asset Management NV controlled holding in the aforementioned US listed security
Represents over 5% of the outstanding shares of that specific stock.
This permission relates to the above mentioned security, and the filing of reports in relation to:
  Holding >5% of shares outstanding — SEC SCHEDULE 13G (Rule 13d-102) [Information Statement Pursuant to Rules 13d-l and 13d-2 Under the Securities Exchange Act of 1934]
  Holding > 10% of shares outstanding — All additional SEC required filings, including but not limited to FORM 3 [Initial Statement Of Beneficial Ownership Of Securities Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934], and including the obtaining of CIK codes, for access to the SEC EDGAR system for filing on behalf of the entity.
Signed for KBC Asset Management NV
         
/s/ Ignace Van Oortegem
  /s/ Erwin Schoeters    
 
Ignace Van Oortegem
 
 
Erwin Schoeters
   
Executive Director
  Executive Director    
Date:
  Date:    


 

DECLARATION : GRANTING AN OFFICER OF
KBC ASSET MANAGEMENT LTD
AUTHORITY TO SIGN AND FILE THE REQUIRED DISCLOSURES WITH
THE SEC ON BEHALF OF

KBC BANK AND KBC GROUP
IN RELATION TO THE FOLLOWING STOCK:
Layne Christensen Company                     LAYN US
I, the undersigned, signing on behalf of KBC Bank NV, and KBC Group NV (“the entities”), hereby grant Noel O’ Halloran an officer of KBC Asset Management Ltd (Title: Executive Director and Chief Investment Officer of KBC Asset Management Ltd), permission to sign on behalf of the aforementioned entities, relating to the filing of Securities Exchange Commission (SEC) forms, disclosing that:
  the KBC Asset Management Ltd and KBC Asset Management NV controlled holding in the aforementioned US listed security
  Plus the holdings controlled by the aforementioned entities
Represents over 5% of the outstanding shares of that specific stock.
This permission relates to the above mentioned security, and the filing of reports in relation to:
  Holding >5% of shares outstanding — SEC SCHEDULE 13G (Rule 13d-102) [Information Statement Pursuant to Rules 13d-l and 13d-2 Under the Securities Exchange Act of 1934]
  Holding > 10% of shares outstanding — All additional SEC required filings, including but not limited to FORM 3 [Initial Statement Of Beneficial Ownership Of Securities Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934], and including the obtaining of CIK codes, for access to the SEC EDGAR system for filing on behalf of the entities.
Signed For
             
KBC Group
  KBC Bank
 
           
/s/ André Bergen
  /s/ Christian Defrancq   /s/ Jan Vanhevel   /s/ Danny De Raymaeker
 
           
André Bergen
  Christian Defrancq   Jan Vanhevel   Danny De Raymaeker
Executive Director
  Executive Director   Executive Director   Executive Director
Date: 9 September 2008

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