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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/14/07 Onex Corp SC 13G 3:166K Spirit Aerosystems Holdings Inc RR Donnelley/FA Gerald W. Schwartz Oah Wind LLC Onex Partners LP Onex Spirit Co-Invest LP Onex US Principals LP Wind Ei II LLC |
Document/Exhibit Description Pages Size 1: SC 13G Statement of Beneficial Ownership HTML 117K 2: EX-99.1 Ex-99.1: Group Members Identification HTML 6K 3: EX-99.2 Ex-99.2: Joint Filing Agreement HTML 22K
SC 13G |
OMB APPROVAL |
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OMB Number: 3235-0145 |
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Expires: February 28, 2009 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ 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 (“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. |
Page | 2 |
of | 19 |
1 | NAMES OF REPORTING PERSONS: Onex Corporation |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Ontario, Canada | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 64,215,729 shares of Class A Common Stock (the “Class A Common Stock”) issuable on conversion of Class B Common Stock of the Issuer (the “Class B Common Stock”). | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
64,215,729 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
64,215,729 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
50.3% of the Issuer’s shares of Class A Common Stock, assuming exchange of only the Reporting Person’s Class B Common Stock into Class A Common Stock (assuming 63,345,834 shares of Class A Common Stock outstanding on November 27, 2006). | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
CO |
CUSIP No. |
Page | 3 |
of | 19 |
1 | NAMES OF REPORTING PERSONS: Onex Partners LP |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 36,054,787 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
36,054,787 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
36,054,787 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
36.3% of the Issuer’s shares of Class A Common Stock, assuming exchange of only the Reporting Person’s Class B Common Stock into Class A Common Stock (assuming 63,345,834 shares of Class A Common Stock outstanding on November 27, 2006). | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
CUSIP No. |
Page | 4 |
of | 19 |
1 | NAMES OF REPORTING PERSONS: OAH Wind LLC |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 17,048,438 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
17,048,438 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
17,048,438 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
21.2% of the Issuer’s shares of Class A Common Stock, assuming exchange of only the Reporting Person’s Class B Common Stock into Class A Common Stock (assuming 63,345,834 shares of Class A Common Stock outstanding on November 27, 2006). | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
OO |
CUSIP No. |
Page | 5 |
of | 19 |
1 | NAMES OF REPORTING PERSONS: Onex Spirit Co-Invest LP |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 9,694,068 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
9,694,068 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
9,694,068 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
13.3% of the Issuer’s shares of Class A Common Stock, assuming exchange of only the Reporting Person’s Class B Common Stock into Class A Common Stock (assuming 63,345,834 shares of Class A Common Stock outstanding on November 27, 2006). | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
CUSIP No. |
Page | 6 |
of | 19 |
1 | NAMES OF REPORTING PERSONS: Wind EI II LLC |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 1,050,811 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
1,050,811 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
1,050,811 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
1.6% of the Issuer’s shares of Class A Common Stock, assuming exchange of only the Reporting Person’s Class B Common Stock into Class A Common Stock (assuming 63,345,834 shares of Class A Common Stock outstanding on November 27, 2006). | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
OO |
CUSIP No. |
Page | 7 |
of | 19 |
1 | NAMES OF REPORTING PERSONS: Onex US Principals LP |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 367,625 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
367,625 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
367,625 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
0.6% of the Issuer’s shares of Class A Common Stock, assuming exchange of only the Reporting Person’s Class B Common Stock into Class A Common Stock (assuming 63,345,834 shares of Class A Common Stock outstanding on November 27, 2006). | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
CUSIP No. |
Page | 8 |
of | 19 |
1 | NAMES OF REPORTING PERSONS: Gerald W. Schwartz |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Canada | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 64,215,729 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
64,215,729 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
64,215,729 shares of Class A Common Stock issuable on conversion of Class B Common Stock. | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
50.3% of the Issuer’s shares of Class A Common Stock, assuming exchange of only the Reporting Person’s Class B Common Stock into Class A Common Stock (assuming 63,345,834 shares of Class A Common Stock outstanding on November 27, 2006). | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
CUSIP No. |
Page | 9 |
of | 19 |
CUSIP No. |
Page | 10 |
of | 19 |
Onex Corporation |
64,215,729 | (1) | ||
Onex Partners LP |
36,054,787 | (2) | ||
OAH Wind LLC |
17,048,438 | (3) | ||
Onex Spirit Co-Invest LP |
9,694,068 | (4) | ||
Wind EI II LLC |
1,050,811 | (5) | ||
Onex US Principals LP |
367,625 | (6) | ||
Gerald W. Schwartz |
64,215,729 | (7) |
CUSIP No. |
Page | 11 |
of | 19 |
Onex Corporation |
50.3 | % | ||
Onex Partners LP |
36.3 | % | ||
OAH Wind LLC |
21.2 | % | ||
Onex Spirit Co-Invest LP |
13.3 | % | ||
Wind EI II LLC |
1.6 | % | ||
Onex US Principals LP |
0.6 | % | ||
Gerald W. Schwartz |
50.3 | % |
Onex Corporation |
0 | |||
Onex Partners LP |
0 | |||
OAH Wind LLC |
0 |
CUSIP No. |
Page | 12 |
of | 19 |
Onex Spirit Co-Invest LP |
0 | |||
Wind EI II LLC |
0 | |||
Onex US Principals LP |
0 | |||
Gerald W. Schwartz |
0 |
Onex Corporation |
64,215,729 | |||
Onex Partners LP |
36,054,787 | |||
OAH Wind LLC |
17,048,438 | |||
Onex Spirit Co-Invest LP |
9,694,068 | |||
Wind EI II LLC |
1,050,811 | |||
Onex US Principals LP |
367,625 | |||
Gerald W. Schwartz |
64,215,729 |
Onex Corporation |
0 | |||
Onex Partners LP |
0 | |||
OAH Wind LLC |
0 | |||
Onex Spirit Co-Invest LP |
0 | |||
Wind EI II LLC |
0 | |||
Onex US Principals LP |
0 | |||
Gerald W. Schwartz |
0 |
Onex Corporation |
64,215,729 | |||
Onex Partners LP |
36,054,787 | |||
OAH Wind LLC |
17,048,438 | |||
Onex Spirit Co-Invest LP |
9,694,068 | |||
Wind EI II LLC |
1,050,811 | |||
Onex US Principals LP |
367,625 | |||
Gerald W. Schwartz |
64,215,729 |
CUSIP No. |
Page | 13 |
of | 19 |
Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
CUSIP No. |
Page | 14 |
of | 19 |
ONEX CORPORATION |
||||
By: | /s/ Ewout R. Heersink | |||
Name Ewout R. Heersink | ||||
Title: | Chief Financial Officer | |||
By: | /s/ Donald W. Lewtas | |||
Name: | Donald W. Lewtas | |||
Title: | Vice President | |||
ONEX PARTNERS LP | ||
By: Onex Partners GP LP, its General Partner | ||
By: Onex Partners Manager LP, its Agent | ||
By: Onex Partners Manager GP Inc., its General Partner |
By: | /s/ Robert M. LeBlanc | |||
Name: | Robert M. LeBlanc | |||
Title: | Director | |||
By: | /s/ Donald F. West | |||
Name: | Donald F. West | |||
Title: | Vice President | |||
OAH WIND LLC |
||||
By: | /s/ Anthony Munk | |||
Name: | Anthony Munk | |||
Title: | Director | |||
By: | /s/ Donald F. West | |||
Name: | Donald F. West | |||
Title: | Director |
CUSIP No. |
Page | 15 |
of | 19 |
ONEX SPIRIT CO-INVEST LP | ||
By: Onex Partners GP LP, its General Partner | ||
By: Onex Partners Manager LP, its Agent | ||
By: Onex Partners Manager GP Inc., its General Partner |
By: | /s/ Robert M. LeBlanc | |||
Name: | Robert M. LeBlanc | |||
Title: | Director | |||
By: | /s/ Donald F. West | |||
Name: | Donald F. West | |||
Title: | Vice President | |||
WIND EI II LLC |
||||
By: | /s/ Robert M. LeBlanc | |||
Name: | Robert M. LeBlanc | |||
Title: | Director | |||
By: | /s/ Donald F. West | |||
Name: | Donald F. West | |||
Title: | Director | |||
ONEX US PRINCIPALS LP | ||
By: Onex American Holdings GP LLC, its General Partner |
By: | /s/ Robert M. LeBlanc | |||
Name: | Robert M. LeBlanc | |||
Title: | Director | |||
By: | /s/ Donald F. West | |||
Name: | Donald F. West | |||
Title: | Director |
/s/ Donald Lewtas | ||||
Gerald W. Schwartz, by Donald Lewtas, attorney-in-fact | ||||
CUSIP No. |
Page | 16 |
of | 19 |
Exhibit | Page No. in Sequential | |||
Numbering System | ||||
1.
|
Group Members Identification. | |||
2.
|
Joint Filing Agreement, dated February 14, 2007 among Onex Corporation, Onex Partners LP, OAH Wind LLC, Onex Spirit Co-Invest LP, Wind EI II LLC, Onex US Principals LP and Gerald W. Schwartz. | |||
3.
|
Power of Attorney incorporated by reference to the Amendment to Form 4 to Dura Automotive Systems, Inc. filed with the Securities and Exchange Commission by Gerald W. Schwartz on September 10, 1996. |
This ‘SC 13G’ Filing | Date | Other Filings | ||
---|---|---|---|---|
2/28/09 | ||||
11/22/07 | ||||
Filed on: | 2/14/07 | |||
11/27/06 | 4 | |||
9/10/96 | ||||
List all Filings |