-----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, P4ab/R8fmnRf7Tfaxqp3ZCi82Jn66vF1ApgkqHDKD5aXmUz9e236/+9kpsIUMfYt uOPDQzM6V5w10AnrlzBXrA== 0000921530-02-000200.txt : 20020415 0000921530-02-000200.hdr.sgml : 20020415 ACCESSION NUMBER: 0000921530-02-000200 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020311 GROUP MEMBERS: JOHN M. ANGELO GROUP MEMBERS: MICHAEL L. GORDON FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELO GORDON & CO LP/NY CENTRAL INDEX KEY: 0000860662 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 245 PARK AVE 26TH FL CITY: NEW YORK STATE: NY ZIP: 10167 MAIL ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALDERWOODS GROUP INC CENTRAL INDEX KEY: 0000927914 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 521522627 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-77918 FILM NUMBER: 02572658 BUSINESS ADDRESS: STREET 1: 11TH FLOOR, ATRIA III STREET 2: 2225 SHEPPARD AVENUE EAST CITY: TORONTO, ONTARIO STATE: A6 ZIP: M2J 5C2 BUSINESS PHONE: 513-768-7400 MAIL ADDRESS: STREET 1: 11TH FLOOR, ATRIA III STREET 2: 2225 SHEPPARD AVENUE EAST CITY: TORONTO, ONTARIO STATE: A6 ZIP: M2J 5C2 FORMER COMPANY: FORMER CONFORMED NAME: LOEWEN GROUP INTERNATIONAL INC DATE OF NAME CHANGE: 19940803 SC 13G 1 alderwoods_13g-011602.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* ALDERWOODS GROUP, INC. ---------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 014383103 --------- (CUSIP Number) January 16, 2002 ---------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [_] Rule 13d-1(c) [_] 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 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). Continued on following pages Page 1 of 10 Pages Exhibit Index: Page 9 SCHEDULE 13G CUSIP No. 014383103 Page 2 of 10 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) ANGELO, GORDON & CO., L.P. 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 5 Sole Voting Power Number of 5,222,295 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 5,222,295 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 5,222,295 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11 Percent of Class Represented By Amount in Row (9) 12.60% 12 Type of Reporting Person (See Instructions) BD, IA, PN SCHEDULE 13G CUSIP No. 014383103 Page 3 of 10 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) JOHN M. ANGELO 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 UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 5,222,295 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 5,222,295 9 Aggregate Amount Beneficially Owned by Each Reporting Person 5,222,295 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11 Percent of Class Represented By Amount in Row (9) 12.60% 12 Type of Reporting Person (See Instructions) IN, HC SCHEDULE 13G CUSIP No. 014383103 Page 4 of 10 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) MICHAEL L. GORDON 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 UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 5,222,295 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 5,222,295 9 Aggregate Amount Beneficially Owned by Each Reporting Person 5,222,295 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11 Percent of Class Represented By Amount in Row (9) 12.60% 12 Type of Reporting Person (See Instructions) IN, HC Page 5 of 10 Pages Item 1(a) Name of Issuer: Alderwoods Group, Inc. (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 311 Elm Street, Suite 1000, Cincinnati, Ohio 45202 Item 2(a) Name of Person Filing: The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Angelo, Gordon & Co., L.P. ("Angelo, Gordon"); ii) John M. Angelo, in his capacities as a general partner of AG Partners, L.P., the sole general partner of Angelo, Gordon, as the chief executive officer of Angelo, Gordon ("Mr. Angelo"); and iii) Michael L. Gordon, in his capacities as the other general partner of AG Partners, L.P., the sole general partner of Angelo, Gordon, as the chief operating officer of Angelo, Gordon ("Mr. Gordon"). This statement relates to Shares (as defined herein) held for the accounts of Angelo, Gordon and nineteen private investment funds for which Angelo, Gordon acts as general partner and/or investment adviser. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of the Reporting Persons is 245 Park Avenue, New York, New York 10167. Item 2(c) Citizenship: 1) Angelo, Gordon is a Delaware limited partnership; 2) Mr. Angelo is a citizen of the United States; and 3) Mr. Gordon is a citizen of the United States. Item 2(d) Title of Class of Securities: Common Stock, par value $.01 per share (the "Shares"). Item 2(e) CUSIP Number: 014383103 Page 6 of 10 Pages Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: i) Angelo, Gordon is a broker-dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. ii) Mr. Angelo is a control person of Angelo, Gordon. iii) Mr. Gordon is a control person of Angelo, Gordon. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of March 11, 2002, each of the Reporting Persons may be deemed the beneficial owner of 5,222,295 Shares. This number consists of (i) 51,754 Shares held for the account of Angelo, Gordon, (ii) 3,733,209 Shares held for the account of nineteen private investment funds for which Angelo, Gordon acts a general manager and/or investment adviser, and (iii) 1,437,332 Shares issuable upon the conversion of the 12 1/4% Convertible Subordinated Notes due 1/2/2012 (the "Debentures"), held for the account of four private investment funds for which Angelo, Gordon acts as a general manager and/or investment adviser. Item 4(b) Percent of Class: Assuming the conversion of all of the Debentures held for the account of four investment funds for which Angelo, Gordon acts as general manager and/or investment adviser, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 12.60% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: Angelo, Gordon -------------- (i) Sole power to vote or direct the vote: 5,222,295 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 5,222,295 (iv) Shared power to dispose or to direct the disposition of 0 Mr. Angelo - ---------- (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 5,222,295 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 5,222,295 Page 7 of 10 Pages Mr. Gordon - ---------- (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 5,222,295 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 5,222,295 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: The partners of Angelo, Gordon have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of Angelo, Gordon in accordance with their partnership interests in Angelo, Gordon. The limited partners of (or investors in) each of the nineteen private investment funds for which Angelo, Gordon acts as general partner and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Angelo, Gordon is the relevant entity for which Mr. Angelo and Mr. Gordon may each be considered a control person. Angelo, Gordon is a broker-dealer registered under Section 15 of the Act and an investment adviser registered under the Investment Advisers Act of 1940. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. Page 8 of 10 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: March 11, 2002 ANGELO, GORDON & CO., L.P. By: AG Partners, L.P. Its General Partner By: /S/ Michael L. Gordon ------------------------------------ Name: Michael L. Gordon, Jr. Title: General Partner Date: March 11, 2002 JOHN M. ANGELO /S/ John M. Angelo ---------------------------------------- Date: March 11, 2002 MICHAEL L. GORDON /S/ Michael L. Gordon ---------------------------------------- Page 9 of 10 Pages EXHIBIT INDEX Page No. A. Joint Filing Agreement, dated as of March 11, 2002, by and among Angelo, Gordon & Co., L.P., John M. Angelo and Michael L. Gordon......................10 EX-99 3 alderwoods_13ga1-011602.txt EXHIBIT A - JOINT FILING AGREEMENT Page 10 of 10 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Alderwoods Group, Inc., dated as of March 11, 2002, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Date: March 11, 2002 ANGELO, GORDON & CO., L.P. By: AG Partners, L.P. Its General Partner By: /S/ Michael L. Gordon ------------------------------------ Name: Michael L. Gordon, Jr. Title: General Partner Date: March 11, 2002 JOHN M. ANGELO /S/ John M. Angelo ---------------------------------------- Date: March 11, 2002 MICHAEL L. GORDON /S/ Michael L. Gordon ---------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----