-----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, LHW+/SxHNiMbvSOt11hf+pfO5rGjQ2MR9/7RKWSi9eJuN8YkPLn1kjDPaLaSgvnO rZf7B32rP/z7eC0uofRH1w== 0000950134-05-003098.txt : 20050214 0000950134-05-003098.hdr.sgml : 20050214 20050214173112 ACCESSION NUMBER: 0000950134-05-003098 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 GROUP MEMBERS: DAVID EINHORN GROUP MEMBERS: GREENLIGHT CAPIAL ADVISORS LLC GROUP MEMBERS: GREENLIGHT CAPITAL INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WASHINGTON GROUP INTERNATIONAL INC CENTRAL INDEX KEY: 0000906469 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 330565601 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46235 FILM NUMBER: 05613043 BUSINESS ADDRESS: STREET 1: 720 PARK BLVD STREET 2: MORRISON KNUDSEN PLAZA CITY: BOISE STATE: ID ZIP: 83729 BUSINESS PHONE: 2083865000 MAIL ADDRESS: STREET 1: P O BOX 73 CITY: BOISE STATE: ID ZIP: 83729 FORMER COMPANY: FORMER CONFORMED NAME: KASLER HOLDING CO DATE OF NAME CHANGE: 19930604 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENLIGHT CAPITAL LLC CENTRAL INDEX KEY: 0001040272 IRS NUMBER: 133886851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129731900 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 d22500jsc13gza.htm AMENDMENT NO. 5 TO SCHEDULE 13G sc13gza
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

WASHINGTON GROUP INTERNATIONAL, INC.


(Name of Issuer)

Shares of Common Stock, $0.01 per share


(Title of Class of Securities)

938862208


(CUSIP Number)

December 31, 2004


(Date of Event Which Requires Filing of this 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 the disclosures provided in a prior cover page.

The information required in 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 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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13G/A
CUSIP No. 938862208

  1. Name of Reporting Person:
Greenlight Capital, L.L.C.
I.R.S. Identification Nos. of above persons (entities only):
13-3886851

  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) o  

  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:
1,293,112

6. Shared Voting Power:
0

7. Sole Dispositive Power:
1,293,112

8.Shared Dispositive Power:
0

  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,293,112

  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o

  11.Percent of Class Represented by Amount in Row (9):
5.0%**

  12.Type of Reporting Person*:
OO

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b)

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13G/A
CUSIP No. 938862208

  1. Name of Reporting Person:
Greenlight Capital, Inc.
I.R.S. Identification Nos. of above persons (entities only):
13-3871632

  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) o  

  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:
1,286,900

6. Shared Voting Power:
0

7. Sole Dispositive Power:
1,286,900

8.Shared Dispositive Power:
0

  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,286,900

  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o

  11.Percent of Class Represented by Amount in Row (9):
4.9%

  12.Type of Reporting Person*:
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b)

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13G/A
CUSIP No. 938862208

  1. Name of Reporting Person:
Greenlight Capital Advisors, L.L.C.
I.R.S. Identification Nos. of above persons (entities only):
20-1365209

  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) o  

  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:
35,600

6. Shared Voting Power:
0

7. Sole Dispositive Power:
35,600

8.Shared Dispositive Power:
0

  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
35,600

  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o

  11.Percent of Class Represented by Amount in Row (9):
0.2%**

  12.Type of Reporting Person*:
OO

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b)

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13G/A
CUSIP No. 938862208

  1. Name of Reporting Person:
David Einhorn
I.R.S. Identification Nos. of above persons (entities only):

  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) o  

  3. SEC Use Only:

  4. Citizenship or Place of Organization:
U. S. Citizen

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
2,615,612

6. Shared Voting Power:
0

7. Sole Dispositive Power:
2,615,612

8.Shared Dispositive Power:
0

  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,615,612

  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o

  11.Percent of Class Represented by Amount in Row (9):
9.8%**

  12.Type of Reporting Person*:
IN

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b)

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AMENDMENT NO. 2 TO SCHEDULE 13G

     This Amendment No. 2 to Schedule 13G (this “Amendment”) is being filed as an amendment to the statement on Schedule 13G as filed with the Securities and Exchange Commission (the “Commission”) on July 29, 2004 (the “Original 13G”) as amended by Amendment No. 1, filed with the Commission on August 3, 2004 (the “Amendment No. 1”) on behalf of Greenlight Capital, L.L.C., a Delaware limited liability company (“Greenlight LLC”), Greenlight Capital, Inc., a Delaware corporation, Greenlight Capital Advisors, L.L.C., a Delaware limited liability company (“Greenlight Advisors,” and together with Greenlight LLC and Greenlight Inc., “Greenlight”), and Mr. David Einhorn, principal of Greenlight (collectively, with Greenlight, the “Reporting Persons”).

     This Amendment relates to the Common Stock of Washington Group International, Inc., a Delaware corporation (the “Common Shares”), and warrants exercisable into Common Shares purchased by Greenlight for the account of (i) Greenlight Capital, L.P. (“Greenlight Fund”), of which Greenlight LLC is the general partner, (ii) Greenlight Capital Qualified, L.P. (“Greenlight Qualified”), of which Greenlight LLC is the general partner, (iii) Greenlight Capital Offshore, Ltd. (“Greenlight Offshore”), to which Greenlight Inc. acts as investment advisor and any managed accounts for which Greenlight Advisors acts as investment advisor.

     The Original 13G is hereby amended and restated in its entirety as follows:

     
Item 1(a)   Name of Issuer.
     
    Washington Group International, Inc.
     
Item 1(b)   Address of Issuer’s Principal Executive Offices.
     
    720 Park Boulevard
Boise, Idaho 83712
     
Item 2(a)   Name of Person Filing.
     
    Greenlight Capital, L.L.C., Greenlight Capital, Inc., Greenlight Advisors, L.L.C. and David Einhorn
     
Item 2(b)   Address of Principal Business Office, or, if none, Residence.
     
    140 East 45th Street
24th Floor
New York, New York 10017
     
Item 2(c)   Citizenship or Place of Organization.
     
    Greenlight LLC and Greenlight Advisors are each a limited liability company organized under the laws of the State of Delaware. Greenlight Inc is a corporation

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  organized under the laws of the state of Delaware. David Einhorn is the principal of Greenlight and a United States citizen.
     

Item 2(d)

  Title of Class of Securities.
     
    Common Stock

   

Item 2(e)

  CUSIP Number.
     
    938862208

   

Item 3

  Reporting Person.
     
    Inapplicable.
       

Item 4     

  Ownership  
     
    (a)   Greenlight and Mr. Einhorn are the beneficial owners of 2,615,612 Common Shares including warrants.

   
    (b) Greenlight and Mr. Einhorn are the beneficial owners of 9.8% of the outstanding Common Shares. This percentage is determined by dividing 2,615,612 by 26,674,017, which includes 25,469,005 of Common Shares issued and outstanding as of October 29, 2004, as reported in the Form 10-Q filed on November 11, 2004 with the Securities and Exchange Commission plus 1,205,012 warrants.

   
    (c) Greenlight has the sole power to vote and dispose of the 2,615,612 Common Shares beneficially owned by it. As the principal of Greenlight, Mr. Einhorn may direct the vote and disposition of the 2,615,612 Common Shares beneficially owned by Greenlight.

   
    The filing of this Schedule 13G shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the 2,615,612 shares of Common Stock owned by Greenlight Fund, Greenlight Qualified, Greenlight Offshore or any managed accounts managed by Greenlight Advisors. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership.
     

Item 5

  Ownership of Five Percent or Less of a Class.
     
    Inapplicable.
     

Item 6

  Ownership of More Than Five Percent on Behalf of Another Person.
     
    Inapplicable.

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Item 7   Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding
    Company.
     
    Inapplicable.
     
Item 8   Identification and Classification of Members of the Group.
     
    Inapplicable.
     
Item 9   Notice of Dissolution of Group.
     
    Inapplicable.
     
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.
     
Exhibits   Exhibit 1
     
    Joint Filing Agreement dated February 14, 2005, between Greenlight and David Einhorn.

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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.

     Date: February 14, 2005

         
    Greenlight Capital, L.L.C.
 
       
 
       
  By:   /S/ DAVID EINHORN
       
      David Einhorn, Senior Managing Member
 
       
 
       
 
       
    Greenlight Capital, Inc.
 
       
 
       
  By:   /S/ DAVID EINHORN
       
      David Einhorn, President
 
       
 
       
 
       
    Greenlight Capital Advisors, L.L.C.
 
       
 
       
  By:   /S/ DAVID EINHORN
       
      David Einhorn, Senior Managing Member
 
       
 
       
 
       
    /S/ DAVID EINHORN
     
    David Einhorn

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EX-99.1 2 d22500jexv99w1.htm JOINT FILING AGREEMENT exv99w1
 

EXHIBIT 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Shares of Common Stock, $ .01 per share, of Washington Group International, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

     The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

     This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2005.

         
    Greenlight Capital, L.L.C.
 
       
 
       
  By:   /S/ DAVID EINHORN
       
      David Einhorn, Senior Managing Member
 
       
 
       
 
       
    Greenlight Capital, Inc.
 
       
 
       
  By:   /S/ DAVID EINHORN
       
      David Einhorn, President
 
       
 
       
 
       
    Greenlight Capital Advisors, L.L.C.
 
       
 
       
  By:   /S/ DAVID EINHORN
       
      David Einhorn, Senior Managing Member
 
       
 
       
 
       
    /S/ DAVID EINHORN
     
    David Einhorn

 

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