UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
TITAN INTERNATIONAL, INC.
| (Name of Issuer) |
Common Stock, no par value
| (Title and Class of Securities) |
88830M102
| (CUSIP Number) |
ONE EQUITY PARTNERS LLC
320 Park Avenue
18th Floor
New York, NY 10022
Attention: Erin E. Quinn
(212) 277-1500
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
With Copies to:
Dechert LLP
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103
Attention: Carmen J. Romano, Esq.
(215) 994-4000
October 11, 2005
| (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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(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 §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 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 13D
| CUSIP NO. 745769109 | Page 2 of 26 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
One Equity Partners LLC IRS Identification No. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
OO |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 | |
| 8 SHARED VOTING POWER
0 | ||
| 9 SOLE DISPOSITIVE POWER
0 | ||
| 10 SHARED DISPOSITIVE POWER
0 |
| CUSIP NO. 745769109 | Page 3 of 26 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO — Limited Liability Company |
SCHEDULE 13D
| CUSIP NO. 745769109 | Page 4 of 26 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
OEP Co-Investors LLC
IRS Identification No. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
OO |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 | |
| 8 SHARED VOTING POWER
0 | ||
| 9 SOLE DISPOSITIVE POWER
0 | ||
| 10 SHARED DISPOSITIVE POWER
0 |
| CUSIP NO. 745769109 | Page 5 of 26 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO — Limited Liability Company |
SCHEDULE 13D
| CUSIP NO. 745769109 | Page 6 of 26 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
OEP Holding Corporation
IRS Identification No. |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
Not applicable |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 | |
| 8 SHARED VOTING POWER
0 | ||
| 9 SOLE DISPOSITIVE POWER
0 | ||
| 10 SHARED DISPOSITIVE POWER
0 |
| CUSIP NO. 745769109 | Page 7 of 26 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO, HC |
SCHEDULE 13D
| CUSIP NO. 745769109 | Page 8 of 26 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bank One Investment Corporation
IRS Identification No. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
Not applicable |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 | |
| 8 SHARED VOTING POWER
0 | ||
| 9 SOLE DISPOSITIVE POWER
0 | ||
| 10 SHARED DISPOSITIVE POWER
0 |
| CUSIP NO. 745769109 | Page 9 of 26 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO |
SCHEDULE 13D
| CUSIP NO. 745769109 | Page 10 of 26 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JP Morgan Capital Corporation
IRS Identification No. |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
Not applicable |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 | |
| 8 SHARED VOTING POWER
0 | ||
| 9 SOLE DISPOSITIVE POWER
0 | ||
| 10 SHARED DISPOSITIVE POWER
0 |
| CUSIP NO. 745769109 | Page 11 of 26 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO |
SCHEDULE 13D
| CUSIP NO. 745769109 |
Page 12 of 26 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Banc One Financial LLC
IRS Identification No. |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
Not applicable |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 | |
| 8 SHARED VOTING POWER
0 | ||
| 9 SOLE DISPOSITIVE POWER
0 | ||
| 10 SHARED DISPOSITIVE POWER
0 |
| CUSIP NO. 745769109 |
Page 13 of 26 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO — Limited Liability Company |
SCHEDULE 13D
| CUSIP NO. 745769109 |
Page 14 of 26 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JPMorgan Chase & Co.
IRS Identification No. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
Not applicable |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
x | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 | |
| 8 SHARED VOTING POWER
0 | ||
| 9 SOLE DISPOSITIVE POWER
0 | ||
| 10 SHARED DISPOSITIVE POWER
0 |
| CUSIP NO. 745769109 |
Page 15 of 26 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
HC |
SCHEDULE 13D
| CUSIP NO. 745769109 | Page 16 of 26 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard M. Cashin Jr.
IRS Identification No. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
PF |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
113,429 | |
| 8 SHARED VOTING POWER
0 | ||
| 9 SOLE DISPOSITIVE POWER
113,429 | ||
| 10 SHARED DISPOSITIVE POWER
0 |
| CUSIP NO. 745769109 | Page 17 of 26 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,429 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6% |
|||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN |
SCHEDULE 13D
| CUSIP NO. 745769109 | Page 18 of 26 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Maurice M. Taylor Jr.
IRS Identification No. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
PF |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
809,076 | |
| 8 SHARED VOTING POWER
1,004,300 | ||
| 9 SOLE DISPOSITIVE POWER
809,076 | ||
| 10 SHARED DISPOSITIVE POWER
1,004,300 |
| CUSIP NO. 745769109 | Page 19 of 26 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,813,376 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2% |
|||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN |
SCHEDULE 13D
This Statement on Schedule 13D relates to the common stock, no par value per share (the “Common Stock”) of Titan International, Inc., an Illinois corporation (the “Company”).
| Item 1. | SECURITY AND ISSUER |
This Statement relates to the Company’s Common Stock. The address of the principal executive offices of the Company is:
2701 Spruce Street
Quincy, IL 62301
| Item 2. | IDENTITY AND BACKGROUND |
(a) – (c), (f) Name, Address, Principal Business, Citizenship
This Schedule 13D is filed by the following Reporting Persons:
| Reporting Persons |
Principal Business |
Address of Principal Office | ||
| One Equity Partners LLC | To make private equity investments on behalf of JPMorgan Chase & Co. | 320 Park Avenue, 18th Floor New York, New York 10022 | ||
| OEP Co-Investors LLC | To hold and manage investments for certain employees of JPMorgan Chase & Co. | 320 Park Avenue, 18th Floor New York, New York 10022 | ||
| OEP Holding Corporation | To act as a holding company for JPMorgan Chase & Co. in making private equity investments. | 320 Park Avenue, 18th Floor New York, New York 10022 | ||
| Bank One Investment Corporation | To act as a holding company for JPMorgan Chase & Co. in making private equity investments. | 1 Bank One Plaza Chicago, IL 60670 | ||
| JPMorgan Capital Corporation | To act as a holding company for JPMorgan Chase & Co. in making private equity, structured finance and other investments. | 1 Bank One Plaza Chicago, IL 60670 | ||
Page 20 of 26
| Banc One Financial LLC | To act as a holding company for JPMorgan Chase & Co. in making private equity, structured finance and other investments. | 1 Bank One Plaza Chicago, IL 60670 | ||
| JPMorgan Chase & Co. | To provide general financial services. | 270 Park Avenue New York, New York 10017 | ||
| Reporting Persons | Business Address | |||
| Richard M. Cashin Jr. | 320 Park Avenue, 18th Floor New York, New York 10022 |
|||
| Maurice M. Taylor Jr. | 2701 Spruce Street Quincy, IL 62301 |
|||
OEP Holding Corporation (“OEP Holding”) controls the managing members of One Equity Partners, LLC (“OEP”) and OEP Co-Investors LLC (“OEP Co-Investors”); Bank One Investment Corporation (“BOI”) owns all of the outstanding capital stock of OEP Holding; JPMorgan Capital Corporation (“JPM CC”) owns all of the outstanding capital stock of BOI; Bank One Financial LLC (“BOF LLC”) owns all of the outstanding capital stock of JPM CC; and JPMorgan Chase & Co. (“JPMC”) owns all of the outstanding stock of BOF LLC. OEP Holding, OEP, OEP Co-Investors, BOI, JPM CC, BOF LLC and JPMC are organized in Delaware. Information concerning the executive officers and directors of OEP Holding, OEP, OEP Co-Investors, BOI, JPM CC, BOF LLC and JPMC, including their principal occupations and beneficial ownership, is provided in Annex I to this Schedule 13D.
Richard M Cashin Jr. is the managing partner of OEP and a director of the Company. Maurice M. Taylor Jr. is chief executive officer and chairman of the board of directors of the Company. Mr. Cashin and Mr. Taylor are citizens of the United States.
The reporting persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act. Each of the aforementioned reporting persons has entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13D as Exhibit 1, pursuant to which such persons have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act.
Page 21 of 26
Information in this Schedule 13D with respect to each of the reporting persons is given solely by such reporting person, and no reporting person assumes responsibility for the accuracy or completeness of information provided by another reporting person.
| (d) – | (e) Legal Proceedings |
Except as noted below, during the last five years, none of the Reporting Persons or the executive officers and directors of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The Securities and Exchange Commission (“SEC”) alleged that during the period of December 1997 to September 2001, JPMC aided and abetted Enron Corp.’s violation of the antifraud provisions of the Federal Securities Laws, Section 10(b) of the Securities Exchange Act of 1934 and Exchange Act Rule 10b-5. The complaint alleged that Enron Corp. manipulated its reported financial results through a series of commodity derivatives transactions known as prepays which were entered into with JPMC. On July 28, 2003, JPMC consented, without admitting or denying the allegations of the complaint, to the entry by the United States District Court for the Southern District of Texas of a final judgment: (1) enjoining JPMC, its agents, servants, employees, attorneys, assigns and all persons in active concert or participation with them who receive actual notice of the final judgment by personal service or otherwise from violating, directly or indirectly, Section 10(b) of the Exchange Act and Rule 10b 5 promulgated thereunder; and (2) ordering JPMC to pay a total of $135,000,000: $65,000,000 representing disgorgement, prejudgment interest thereon in the amount of $5,000,000, and a civil penalty of $65,000,000 pursuant to Section 21(d) of the Exchange Act. No portion of the penalty was waived. JPMC made payment of $135,000,000 on July 28, 2003.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
The shares of Common Stock owned by each of Mr. Cashin and Mr. Taylor were acquired with personal funds. In accordance with Rule 13d-1(a) of the Exchange Act, the Reporting Persons are now filing this Schedule 13D not because of additional purchases of Common Stock but because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act.
| Item 4. | PURPOSE OF TRANSACTION |
Each of Mr. Cashin and Mr. Taylor acquired the Common Stock for investment purposes.
On October 11, 2005, OEP delivered a letter (the “Proposal Letter”) to the Company in which OEP indicated its interest in acquiring the Company in a cash merger for $18.00 per share of Common Stock (“the Proposed Transaction”). The Proposal Letter provides that select management team members of the Company may be invited to participate in the Proposed Transaction by rolling over all or a portion of their current shares of Common Stock into an acquisition entity controlled by OEP. A copy of the Proposal Letter is attached as Exhibit 2.
Page 22 of 26
Mr. Cashin, one of the Company’s directors and the managing partner of OEP, and Mr. Taylor, the chief executive officer and chairman of the board of directors of the Company, are expected to participate in the acquiring entity and roll all or a portion of their shares of Common Stock into the acquiring entity. Mr. Mitchell I. Quain and Mr. Anthony L. Soave, also directors of the Company, may also participate in the acquiring entity and roll all or a portion of their shares of Common Stock into the acquiring entity.
The Proposal Letter provides that OEP intends to obtain the required financing for the transaction through debt and equity financing arrangements. These arrangements have not been finalized and the financiers referred to in the Proposal Letter have not committed to provide financing for the Proposed Transaction.
The Proposed Transaction is subject to certain conditions, including: (i) approval by the board of directors of the Company and stockholders, (ii) receipt of any material governmental and third party approvals, (iii) receipt of the necessary financing for the transaction on terms satisfactory to OEP, (iv) the negotiation and execution of definitive agreements providing for the merger, and (v) satisfactory results of due diligence.
Except as set forth above, the Reporting Persons do not have plans or proposals which relate to or would result in any of the actions described in Item 4(a) – (j) of Schedule 13D. However, as part of the ongoing evaluation of this potential acquisition and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Company, stockholders of the Company or other third parties regarding such matters. Accordingly, OEP and its affiliates reserve the right to change their plans and intentions at any time, as they deem appropriate, and may or may not submit a new or revised proposal with respect to the Company and may terminate, modify or withdraw the proposal contained in the Proposal Letter.
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
(a through b)
As of the date of filing, no reporting person may be deemed to beneficially own any other shares of Common Stock except as may be set forth below.
Mr. Cashin directly owns 113,429 shares of Common Stock (including 64,000 shares issuable upon exercise of presently-exercisable stock options or options exercisable within the next 60 days). Mr. Cashin has sole voting and dispositive power of the shares.
Mr. Taylor beneficially owns 1,813,376 shares of Common Stock (including 229,010 shares issuable upon exercise of presently-exercisable stock options or options exercisable within the next 60 days), which includes 954,300 shares directly held jointly by Mr. Taylor and his wife as to which they share voting and dispositive power, 809,076 shares directly held by Mr. Taylor as to which he has sole voting and dispositive power, and 50,000 shares held by the Maurice and Michelle Taylor Foundation (which is a charitable/educational foundation) with which Mr. Taylor shares voting and dispositive power.
Page 23 of 26
All reporting persons may be deemed to have acquired beneficial ownership of the shares owned by Mr. Taylor and Mr. Cashin as set forth above as the result of the formation of a group within the meaning of Section 13(d)(3) of the Exchange Act. However, each Reporting Person disclaims beneficial ownership of shares of Common Stock except, in the case of Mr. Cashin, the shares reported above in the second paragraph of this Item 5 and in the case of Mr. Taylor, the shares reported above in the third paragraph of this Item 5.
Except as disclosed in Annex I (or herein with respect to Mr. Cashin), none of the executive officers and directors of OEP Holding, OEP, OEP Co-Investors, BOI, JPM CC, BOF LLC and JPMC beneficially owns shares of Common Stock.
(c) Transactions during the past sixty days
Mr. Taylor exercised an option granted under the Company’s stock incentive plan to purchase 54,000 shares of Common Stock at a price of $11.11 per share on August 29, 2005.
(d) Right to receive dividends or proceeds
Not applicable.
(e) Beneficial ownership of less than five percent
Not applicable.
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
The Company has granted Mr. Cashin options to purchase 64,000 shares of Common Stock. The Company has granted Mr. Taylor options to purchase 304,825 shares of Common Stock.
The information set forth in Item 4 is hereby incorporated herein by reference. Except as described in this Statement, there are at present no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 above and between any such persons and any other person with respect to any securities of the Company.
| Item 7. | MATERIALS TO BE FILED AS EXHIBITS |
| EXHIBIT NUMBER |
EXHIBIT NAME | |
| (1) | Joint Filing Agreement by OEP Holding, OEP Co-Investors, OEP, BOI, JPM CC, BOF LLC, JPMC, Richard M. Cashin Jr. and Maurice M. Taylor Jr. | |
| (2) | Letter, dated October 11, 2005 from OEP to the Company, with respect to the Proposed Transaction. | |
Page 24 of 26
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: October 21, 2005 | ONE EQUITY PARTNERS LLC | |||||||
| By: | /s/ RICHARD M. CASHIN, JR. | |||||||
| Name: | Richard M. Cashin, Jr. | |||||||
| Title: | President | |||||||
| Dated: October 21, 2005 | OEP CO-INVESTORS LLC | |||||||
| By: | /s/ BRIAN A. BESSEY | |||||||
| Name: | Brian A. Bessey | |||||||
| Title: | President | |||||||
| Dated: October 21, 2005 | OEP HOLDING CORPORATION | |||||||
| By: | /s/ RICHARD M. CASHIN, JR. | |||||||
| Name: | Richard M. Cashin, Jr. | |||||||
| Title: | President | |||||||
| Dated: October 21, 2005 | BANK ONE INVESTMENT CORPORATION | |||||||
| By: | /s/ RICHARD M. CASHIN, JR. | |||||||
| Name: | Richard M. Cashin, Jr. | |||||||
| Title: | Chairman and President | |||||||
| Dated: October 21, 2005 | JP MORGAN CAPITAL CORPORATION | |||||||
| By: | /S/ JAMES C. BERRY | |||||||
| Name: | James C. Berry | |||||||
| Title: | Assistant Secretary | |||||||
Page 25 of 26
| Dated: October 21, 2005 | BANC ONE FINANCIAL LLC | |||||||
| By: | /S/ JAMES C. BERRY | |||||||
| Name: | James C. Berry | |||||||
| Title: | Secretary | |||||||
| Dated: October 21, 2005 | JPMORGAN CHASE & CO. | |||||||
| By: | /s/ JAMES C. BERRY | |||||||
| Name: | James C. Berry | |||||||
| Title: | Assistant General Counsel and Assistant Corporate Secretary | |||||||
| Dated: October 21, 2005 | /S/ RICHARD M. CASHIN, JR. | |||||||
| Richard M. Cashin, Jr. | ||||||||
| Dated: October 21, 2005 | /S/ MAURICE M. TAYLOR, JR. | |||||||
| Maurice M. Taylor, Jr. | ||||||||
Page 26 of 26
ANNEX I
One Equity Partners LLC
| Name |
Principal Occupation or Employment | |
| Executive Officers | ||
| Richard M. Cashin, Jr. | President | |
| Erin Quinn | Chief Financial Officer and Treasurer | |
| James S. Rubin | Vice President | |
| Daniel J. Selmonosky | Vice President | |
| Richard W. Smith | Vice President | |
| Theodora Stojka | Vice President | |
| Judah Shechter | Vice President and Secretary |
The business address for One Equity’s executive officers is 320 Park Avenue, 18th Floor, New York, New York 10022.
OEP Co-Investors LLC
| Name |
Principal Occupation or Employment | |
| Executive Officers | ||
| Brian A. Bessey | President | |
| Erin Quinn | Chief Financial Officer | |
| Theodora Stojka | Vice President & Treasurer | |
| Judah Shechter | Secretary |
The business address for OEP Co-Investors’ executive officers is 320 Park Avenue, 18th Floor, New York, New York 10022.
OEP Holding Corporation
| Name |
Principal Occupation or Employment |
Name, Business and Address | ||
| Directors | ||||
| Richard M. Cashin, Jr. | President | One Equity Partners LLC 320 Park Avenue, 18th Floor New York, NY 10022 | ||
| Richard W. Smith | Vice President, One Equity partners, LLC | One Equity Partners LLC 320 Park Avenue, 18th Floor New York, NY 10022 | ||
| Executive Directors | ||||
| Richard M. Cashin, Jr. | President | |||
| Erin Quinn | Chief Financial Officer and Treasurer | |||
| James S. Rubin | Vice President | |||
| Daniel J. Selmonosky | Vice President | |||
| Theodora Stojka | Vice President | |||
| Adam Mukamal | First Vice President | |||
| Judah Shechter | Secretary |
The business address for OEP Holding’s executive officers is 320 Park Avenue, 18th Floor, New York, NY 10022.
Bank One Investment Corporation
| Name |
Principal Occupation or Employment |
Name, Business and Address | ||
| Directors | ||||
| Richard M. Cashin, Jr. | President & Chairman of the Board | One Equity Partners LLC 320 Park Avenue, 18th Floor New York, NY 10022 | ||
| Richard W. Smith | Vice President, One Equity Partners LLC | One Equity Partners LLC 320 Park Avenue, 18th Floor New York, NY 10022 | ||
| Executive Officers | ||||
| Richard M. Cashin, Jr. | President and Chairman of the Board | |||
| Judah Shechter | Secretary | |||
| Erin Quinn | Treasurer and Senior Vice President | |||
| Constance T. Teska | Senior Vice President | |||
| Brian Bessey | Senior Vice President | |||
| Richard W. Smith | Senior Vice President | |||
| Daniel J. Selmonosky | Managing Director | |||
| Adam Mukamal | First Vice President | |||
| Lisa C. Martin | Vice President | |||
| James S. Rubin | Vice President | |||
| Theodora Stojka | Vice President |
The business address for Bank One Investment’s executive officers is 1 Bank One Plaza, Chicago, IL 60670.
JPMorgan Capital Corporation
| Name |
Principal Occupation or Employment |
Name, Business and Address Where | ||
| Directors | ||||
| Francisco J. Pereiro | Chairman of the Board | JPMorgan Capital Corporation 10 South Dearborn Chicago, IL 60603 | ||
| John M. Buley | Director | JPMorgan Capital Corporation 120 S La Salle Street, Floor 2 Chicago, IL 60603 | ||
| Mary Kay Lorenz | Director | JPMorgan Capital Corporation 10 South Dearborn Chicago, IL 60603 | ||
| Richard S. Mazzella | Director | JPMorgan Capital Corporation 277 Park Avenue, Floor 31 New York, NY 10017 |
| Executive Officers | ||||
| Francisco J. Pereiro | President | |||
| Constance T. Teska | Senior Vice President | |||
| Scott H. Bryant | Managing Director | |||
| Mit C. Buchanan | Managing Director | |||
| John M. Buley | Managing Director | |||
| Kelly A. Chesney | Managing Director | |||
| John M. Eber | Managing Director | |||
| James N. Eligator | Managing Director | |||
| Paul A. Gargula | Managing Director | |||
| William P. Kusack, Jr. | Managing Director | |||
| Mary Kay Lorenz | Managing Director and Chief Financial Officer |
|||
| Claudia J. Machaver | Managing Director | |||
| Patrick J. McCarthy | Managing Director | |||
| Jean F. Nagatani | Managing Director | |||
| Patrick J. Nash | Managing Director | |||
| Aloysius T. Stonitsch | Managing Director | |||
| Darric A. Brambora | First Vice President | |||
| Richard S. Crowley | First Vice President | |||
| Michael R. Harris | First Vice President | |||
| Nancy N. Snyder | First Vice President | |||
| Cathy R. Williams | First Vice President | |||
| Patricia M. Borkowski | Vice President | |||
| Allison R. Cormican | Vice President | |||
| Robert M. Grimm | Vice President | |||
| Kari K. Haanstad | Vice President | |||
| Michelle L. Jones | Vice President | |||
| Lisa C. Martin | Vice President | |||
| Lesa M. Kubo | Vice President | |||
| Gina I. Orlando | Vice President | |||
| Susan M. Parsons | Vice President | |||
| Jeffrey S. Steenwyk | Vice President | |||
| Theodora M. Stojka | Vice President | |||
| James P. Williamson | Vice President | |||
| Michelle Worth | Vice President | |||
| Moira L. Miller | Treasurer | |||
| Robert A. Long, Jr. | Secretary | |||
The business address for JPMorgan Capital’s executive officers is 1 Bank One Plaza, Chicago, IL 60670.
Banc One Financial LLC
| Name |
Principal Occupation or Employment |
Name, Business and Address Where | ||
| Directors | ||||
| Michael J. Cavanagh | Chief Financial Officer, JPMorgan Chase & Co. |
JPMorgan Chase & Co. 270 Park Ave. New York, NY 10017 | ||
| Mark I. Kleinman | Senior Vice President, JPMorgan Chase & Co. |
JPMorgan Chase & Co. 270 Park Ave. New York, NY 10017 | ||
| Executive Officers | ||||
| Mark I. Kleinman | President | |||
| Robin A. Aryres | Vice President | |||
| Lisa J. Fitzgerald | Vice President | |||
| Louis M. Morrell | Vice President | |||
| Elias E. Olmeta | Vice President | |||
| John J. Hyland | Vice President and Treasurer | |||
| James C.P. Barry | Secretary |
The business address for Bank One Financial’s executive officers is 1 Bank One Plaza, Chicago, IL 60670.
JPMorgan Chase & Co.
| Name |
Principal Occupation or Employment |
Name, Business and Address Where | ||
| Directors | ||||
| Hans W. Becherer | Retired Chairman and Chief Executive Officer Deere & Company | One John Deere Place Moline, IL 61265 | ||
| John H. Biggs | Former Chairman and Chief Executive Officer Teachers Insurance and Annuity Association – College Retirement Equities Fund (TIAA-CREF) | TIAA-CREF PO Box 1259 Charlotte, NC 28201 | ||
| Lawrence A. Bossidy | Retired Chairman Honeywell International Inc. |
Honeywell International Inc. 101 Columbia Road Morristown, NJ 07962 | ||
| Stephen B. Burke | President Comcast Cable Communication, Inc. |
Comcast Cable Communication, Inc. 1500 Market Philadelphia, PA 19102 |
| James S. Crown | President Henry Crown and Company |
Henry Crown and Company 222 N. LaSalle Street, Suite 2000 Chicago, IL 60601 | ||
| James Dimon | President and Chief Operating Officer | 270 Park Avenue New York, NY 10017 | ||
| Ellen V. Futter | President and Trustee American Museum of Natural History |
American Museum of Natural History Central Park West at 79th Street New York, NY 10024-5192 | ||
| William H. Gray, III | Retired President and Chief Executive Officer The College Fund/UNCF | 8260 Willow Oaks Corporate Drive PO Box 10444 Fairfax, VA 22031-8044 | ||
| William B. Harrison, Jr. | JPMorgan Chase & Co. Chairman and Chief Executive Officer |
270 Park Avenue New York, NY 10017 | ||
| Laban P. Jackson, Jr. | Chairman and Chief Executive Officer Clear Creek Properties, Inc. | Clear Creek Properties, Inc. 2365 Harrodsburg Rd. Suite B230 Lexington, KY 40504 | ||
| John W. Kessler | Owner John W. Kessler Company |
The New Albany Company 220 Market Street, Suite 200 New Albany, OH 43054 | ||
| Robert I. Lipp | Executive Chairman of the Board The St. Paul Travelers Companies, Inc. |
The St. Paul Travelers Companies, Inc. 385 Washington Street St. Paul, MN 55102 | ||
| Richard A. Monoogian | Chairman and Chief Executive Officer Masco Corporation |
Masco Corporation 21001 Van Born Road Taylor, MI 48180 | ||
| David C. Novak | Chairman and Chief Executive Officer Yum! Brands, Inc. |
Yum! Brands, Inc. 1441 Gardiner Lane Louisville, KY 40213 | ||
| Lee R. Raymond | Chairman of the Board and Chief Executive Officer Exxon Mobil Corporation | 5959 Las Colinas Boulevard Irving, TX 75039-2298 | ||
| William C. Weldon | Chairman and Chief Executive Officer Johnson & Johnson | |||
| Executive Officers | ||||
| William B. Harrison, Jr. | Chairman of the Board and Chief Executive Officer | |||
| James Dimon | President and Chief Operating Officer | |||
| Austin A. Adams | Chief Information Officer | |||
| Steven D. Black | Co-Chief Executive Officer, Investment Bank | |||
| William I. Campbell | Chairman, Card Services | |||
| Michael J. Cavanagh | Chief Financial Officer | |||
| John J. Farrell | Director of Human Resources, Head of Security | |||
| Joan Guggenheimer | Co-General Counsel | |||
| Frederick W. Hill | Director Corporate Marketing and Communications | |||
| Samuel Todd Maclin | Head, Commercial Banking | |||
| Jay Mandelbaum | Head, Strategy and Business Development | |||
| William H. McDavid | Co-General Counsel | |||
| Heidi Miller | Chief Executive Officer, Treasury & Securities Services | |||
| Charles W. Scharf | Head, Retail Financial Services | |||
| Richard J. Srednicki | Chief Executive Officer, Card Services | |||
| James E. Staley | Global Head, Asset & Wealth Management | |||
| Don M. Wilson III | Chief Risk Officer | |||
| William T. Winters | Co-Chief Executive Officer, Investment Bank |
The business address for JPMorgan Chase’s executive officers is 270 Park Avenue, New York, NY 10017.