-----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, SSXUK6t42w0RqAtKldwOORYyWd3HS4Ggt8guAphrSMe2aqWPjZW60ynihmTuTjkp eDZlRv11cV/XB3XsJ2qrYA== 0000902664-07-000399.txt : 20070208 0000902664-07-000399.hdr.sgml : 20070208 20070208143132 ACCESSION NUMBER: 0000902664-07-000399 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070208 DATE AS OF CHANGE: 20070208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EBS PENSION LLC CENTRAL INDEX KEY: 0001065923 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 421466520 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55837 FILM NUMBER: 07591942 BUSINESS ADDRESS: STREET 1: C/O NORWEST BANK MINNESOTA NA STREET 2: SIXTH & MARQUETTE CITY: MINNEAPOLIS STATE: MN ZIP: 55479-0069 BUSINESS PHONE: 6126674803 MAIL ADDRESS: STREET 1: C/O NORWEST BANK MINNESOTA NA STREET 2: SIXTH & MARQUETTE CITY: MINNEAPOLIS STATE: MN ZIP: 55479-0069 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGENS WATERFALL VINTIADIS & CO INC CENTRAL INDEX KEY: 0001016150 IRS NUMBER: 132674766 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 600 FIFTH AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127050500 MAIL ADDRESS: STREET 1: 600 FIFTH AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 SC 13G/A 1 sc13ga.txt EBS PENSION, L.L.C. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- SCHEDULE 13G (Rule 13d-102) ---------------- INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* EBS Pension, L.L.C. (Name of Issuer) Class A Membership Units (Title of Class of Securities) Not Applicable (CUSIP Number) December 31, 2006 (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) (Page 1 of 8 Pages) - ----------- * 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 ("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). Schedule 13G/A PAGE 2 of 8 CUSIP No. N/A (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morgens, Waterfall, Vintiadis & Co., Inc. 13-2674766 - ------------------------------------------------------------------------ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------------------------------------------------------------------------ (3) SEC USE ONLY - ------------------------------------------------------------------------ (4) CITIZENSHIP OR PLACE OF ORGANIZATION New York - ------------------------------------------------------------------------ NUMBER OF (5) SOLE VOTING POWER 0 SHARES --------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 0 OWNED BY --------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING --------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% - ------------------------------------------------------------------------ (12) TYPE OF REPORTING PERSON IA - ------------------------------------------------------------------------ Schedule 13G/A PAGE 3 of 8 CUSIP No. N/A (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Edwin H. Morgens ###-##-#### - ------------------------------------------------------------------------ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------------------------------------------------------------------------ (3) SEC USE ONLY - ------------------------------------------------------------------------ (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------ NUMBER OF (5) SOLE VOTING POWER 0 SHARES --------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 0 OWNED BY --------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING --------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% - ------------------------------------------------------------------------ (12) TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------ Schedule 13G/A PAGE 4 of 8 CUSIP No. N/A (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John C. Waterfall ###-##-#### - ------------------------------------------------------------------------ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------------------------------------------------------------------------ (3) SEC USE ONLY - ------------------------------------------------------------------------ (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------ NUMBER OF (5) SOLE VOTING POWER 0 SHARES --------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 0 OWNED BY --------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING --------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% - ------------------------------------------------------------------------ (12) TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------ Schedule 13G/A PAGE 5 of 8 CUSIP No. N/A The Schedule 13G/A filed on March 8, 2004 is hereby amended and restated by this Amendment No. 2 to the Schedule 13G/A. ITEM 1(a). NAME OF ISSUER: EBS Pension, L.L.C. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: Wells Fargo Bank Minnesota, N.A., Sixth and Marquette: N9303-120, Minneapolis, Minnesota 55479 ITEM 2(a). NAME OF PERSON FILING: This Schedule 13G is filed jointly by (a) Morgens, Waterfall, Vintiadis & Company, Inc. ("Morgens Waterfall"), (b) Edwin H. Morgens ("Morgens") and (c) John C. Waterfall ("Waterfall" and together with the persons listed in paragraphs (a) through (c), the "Reporting Persons"). ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE: The business address of each of the Reporting Persons is 600 Fifth Avenue, 27th Floor, New York NY 10020. ITEM 2(c). CITIZENSHIP: Morgens Waterfall is a corporation organized under the laws of the State of New York. Each of Morgens and Waterfall are United States citizens. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Class A Membership Units ITEM 2(e). CUSIP NUMBER: Not Applicable. ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940 (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d- 1(b)(1)(ii)(E) (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with Rule 13d- 1(b)(ii)(G); Schedule 13G/A PAGE 6 of 8 CUSIP No. N/A (h) [ ] Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; (j) [x] 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. [ ] ITEM 4. OWNERSHIP. A. Morgens, Waterfall, Vintiadis & Co., Inc. (a) Amount beneficially owned: 0 (b) Percent of class: 0% (c)(i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 0 B. Edwin H. Morgens (a) Amount beneficially owned: 0 (b) Percent of class: 0% (c)(i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 0 C. John C. Waterfall (a) Amount beneficially owned: 0 (b) Percent of class: 0% (c)(i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 0 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. Morgens Waterfall is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, as amended. The business of Morgens Waterfall is the rendering of financial services and as such it provides discretionary investment advisory services to each of the Advisory Clients. In such capacity, Morgens Waterfall holds for the accounts of the Advisory Clients, the foregoing shares of Class A Membership Units. Under the rules promulgated by the Securities and Exchange Commission, Morgens Waterfall and its principals may be considered "beneficial owners" of securities Schedule 13G/A PAGE 7 of 8 CUSIP No. N/A acquired by the Advisory Clients. There is no agreement or understanding among such Advisory Clients to act together for the purpose of acquiring, holding, voting or disposing of any such securities. Each such Advisory Client has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities held in such person's account. No such Advisory Client has any foregoing rights with respect to more than five percent of the class of securities identified in Item 2(d). Morgens is the Chairman and is also a Director of Morgens Waterfall. Waterfall is the President of Morgens Waterfall and is also a Director. Morgens Waterfall has no other officers and one additional director. The primary occupations of Morgens and Waterfall are to act as the principals in the business of Morgens Waterfall. 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. (if filing pursuant to Rule 13d-1(b)) By signing below each Reporting Person certifies that, to the best of its 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 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. Schedule 13G/A PAGE 8 of 8 CUSIP No. N/A SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: February 7, 2007 ------------------------------ Edwin H. Morgens, as attorney-in-fact for the Reporting Persons -----END PRIVACY-ENHANCED MESSAGE-----