UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Encore Capital Group, Inc.
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(Name of Issuer)
Common Stock ($.01 par value)
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(Title of Class of Securities)
292554102
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(CUSIP Number)
John M. Allen, Esq.
Debevoise & Plimpton
919 Third Avenue
New York, NY 10022
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 29, 2003
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), (f) or (g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* 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 purposes 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).
CUSIP No. 292554102 13D
(1) NAME OF REPORTING PERSON Robert Michael Whyte
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
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(2) CHECK THE APPROPRIATE BOX IF A (a)
MEMBER OF A GROUP --------------------------
(b)
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS PF
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(5) CHECK BOX IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION Australian
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Number of Shares (7) SOLE VOTING POWER 1,284,100
Beneficially --------------------------------------------------------
Owned by Each (8) SHARED VOTING POWER None
Reporting Person --------------------------------------------------------
With (9) SOLE DISPOSITIVE POWER 1,284,100
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(10) SHARED DISPOSITIVE POWER None
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(11) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,284,100
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN [ ]
ROW (11) EXCLUDES CERTAIN SHARES
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(13) PERCENT OF CLASS REPRESENTED BY 15.2%
AMOUNT IN ROW (11)
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(14) TYPE OF REPORTING PERSON IN
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CUSIP No. 292554102 13D
SCHEDULE 13D
Amendment No. 2 to Schedule 13D
This Amendment No. 2 to Schedule 13D is filed by Robert
Michael Whyte ("Mr. Whyte") to further supplement and amend the Schedule 13D
originally filed by Mr. Whyte on March 4, 2002, as supplemented and amended by
Amendment No. 1, dated April 18, 2002 (the "Schedule 13D"). Items 1, 4, 5, 6,
and 7 are hereby supplemented and amended. Unless otherwise indicated, all
capitalized terms shall have the same meaning as provided in the Schedule 13D.
Item 1. Security and Issuer.
Item 1 is amended in its entirety to read as follows:
The class of equity securities to which this statement relates
is the common stock, par value $.01 per share (the "Common Stock"), of Encore
Capital Group, Inc. (formerly known as MCM Capital Group, Inc.), a corporation
organized under the laws of the State of Delaware (the "Company"), which has its
principal executive offices at 5775 Roscoe Court, San Diego, CA 92123.
Item 4. Purpose of Transaction.
Item 4 is supplemented as follows:
On August 29, 2003, the Company filed a Form S-1 with the
Securities and Exchange Commission, relating to a proposed offering (the
"Offering") of up to 5,750,000 shares of the Company's common stock, including
up to 750,000 shares to cover over-allotments. A portion of the shares included
in the Offering may come from selling stockholders, including Mr. Whyte,
although the number of shares to be sold and the category of sellers will depend
on the Offering price and market conditions at the time of sale. The
underwriters in connection with the Offering have informed the Company that the
Series A Preferred Stock will need to be converted to shares of the Company's
common stock in conjunction with the Offering. Accordingly, Mr. Whyte and each
of the remaining holders of Series A Preferred Stock have entered into a
Preferred Stock Conversion Agreement, dated as of August 29, 2003, pursuant to
which each Series A Preferred share will be converted into ten shares of the
Company's common stock effective as of the closing of the Offering. Mr. Whyte
and the other converting stockholders will not be required to pay any
consideration in connection with the conversion, but will receive accrued and
unpaid dividends on their Series A Preferred shares through the closing date.
The Preferred Stock Conversion Agreement will terminate if the closing of the
Offering has not occurred by November 30, 2003 or the Offering is sooner
terminated.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and supplemented as follows:
(a) Pursuant to Rule 13d-3 of the Exchange Act, Mr. Whyte may
be deemed the beneficial owner of 1,284,100 shares of Common Stock, including
the 284,100 shares he previously acquired and 1,000,000 shares of Common Stock
issuable on conversion of the Series A Senior Cumulative Participating
Convertible Preferred Stock. Assuming conversion of the Series A
Page 3 of 5
CUSIP No. 292554102 13D
preferred stock into 1,000,000 shares of the Company's Common Stock, Mr. Whyte
may be deemed to beneficially own approximately 15.2% of the Company's
outstanding shares of Common Stock (computed on the basis of 7,431,000 shares of
Common Stock outstanding, as reported in the Company's Form 10-Q , filed with
the Securities and Exchange Commission on August 13, 2003).
(b) Mr. Whyte has sole voting and dispositive power with
respect to the 284,100 shares of Common Stock, and the 1,000,000 shares of
Common Stock issuable upon conversion of the Series A preferred stock.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Item 6 is supplemented as follows:
See Item 4 for a description of the Preferred Stock Conversion
Agreement, dated as of August 29, 2003.
Item 7. Materials to Be Filed as Exhibits.
Item 7 is supplemented by adding the following:
Exhibit 9 Preferred Stock Conversion Agreement, dated as of August 29,
2003.
Page 4 of 5
CUSIP No. 292554102 13D
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement with respect
to the undersigned is true, complete and correct.
Date: August 29, 2003
Robert Michael Whyte
By /s/ Robert Michael Whyte
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