Document/Exhibit Description Pages Size
1: SC 13G Statement of Beneficial Ownership 9 38K
2: EX-24.1 Power of Attorney, Desmond John Heathwood 2 7K
3: EX-24.2 Power of Attorney, William J. Kelly 2 7K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)*
Ventiv Health, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
922793104
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(CUSIP Number)
December 31, 2001 - Filing pursuant to Rule 13d-1(b)(2)
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(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 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. 922793104
[Download Table]
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Boston Partners Asset Management, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
Not applicable
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5. SOLE VOTING POWER
NUMBER OF
SHARES -0- shares
BENEFICIALLY -----------------------------------------------------------------
OWNED BY SHARED VOTING POWER
EACH
REPORTING 6. 1,281,246 shares
PERSON -----------------------------------------------------------------
WITH: SOLE DISPOSITIVE POWER
7. -0- shares
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SHARED DISPOSITIVE POWER
8. 1,281,246 shares
-------------------------- -------- -------------------------------------------
9. |AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|1,281,246 shares
----------|--------------------------------------------------------------------
10. |CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|(SEE INSTRUCTIONS)
|
|Not applicable
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11. |PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|5.6 %
----------|--------------------------------------------------------------------
12. |TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|IA
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CUSIP NO. 922793104
[Download Table]
-------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Boston Partners, Inc.
-------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
Not applicable
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5. SOLE VOTING POWER
NUMBER OF
SHARES -0- shares
BENEFICIALLY ----------------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH
REPORTING 1,281,246 shares
PERSON ----------------------------------------------------------------
WITH: 7. SOLE DISPOSITIVE POWER
-0- shares
----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
1,281,246 shares
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,281,246 shares
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not applicable
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6 %
-------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP NO. 922793104
[Download Table]
-------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Desmond John Heathwood
-------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
Not applicable
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF
SHARES -0- shares
BENEFICIALLY ----------------------------------------------------------------
OWNED BY SHARED VOTING POWER
EACH
REPORTING 6. 1,281,246 shares
PERSON ----------------------------------------------------------------
WITH: SOLE DISPOSITIVE POWER
7. -0- shares
----------------------------------------------------------------
SHARED DISPOSITIVE POWER
8. 1,281,246 shares
-------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,281,246 shares
-------------------------------------------------------------------------------
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not applicable
-------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6 %
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Item 1. (a) Name of Issuer:
Ventiv Health, Inc. (the "Issuer")
(b) Address of Issuer's Principal Executive Offices:
1114 Avenue of the Americas, 8th Floor, New York,
New York, 10036
Item 2. (a) Names of Persons Filing:
Boston Partners Asset Management, L.P. ("BPAM"),
Boston Partners, Inc. ("Boston Partners"), and
Desmond John Heathwood. BPAM, Boston Partners, and
Mr. Heathwood are sometimes referred to
collectively herewith as the "Reporting Persons."
(b) Address of Principal Business Office or, if None,
Residence:
The address of the principal business office of
BPAM, Boston Partners, and Mr. Heathwood is 28
State Street, 20th Floor, Boston, MA 02109.
(c) Citizenship:
BPAM is a Delaware limited partnership. Boston
Partners is a Delaware corporation. Mr. Heathwood
is a United States citizen.
(d) Title of Class of Securities:
Common Stock, $.001 par value ("Common Stock").
(e) CUSIP Number: 922793104
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is
a:
(a) [ ] Broker or dealer registered under section
15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under
section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund
in accordance with Section
240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person
in accordance with Section
240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in
section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the
definition of an investment company under
section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the
Issuer identified in Item 1.
(a) Amount beneficially owned: Each of the Reporting
Persons may be deemed to own beneficially 1,281,246
shares of Common Stock at December 31, 2001. BPAM
owns of record 1,281,246 shares of Common Stock. As
sole general partner of BPAM, Boston Partners may
be deemed to own beneficially all of the shares of
Common Stock that BPAM may be deemed to own
beneficially. As principal stockholder of Boston
Partners, Mr. Heathwood may be deemed to own
beneficially all of the Common Stock that Boston
Partners may be deemed to own beneficially.
Therefore, each of the Reporting Persons may be
deemed to own beneficially 1,281,246 shares of
Common Stock of the Issuer.
(b) Percent of class: 5.6 % for all Reporting Persons.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0 shares for all Reporting Persons.
(ii) Shared power to vote or to direct the
vote: 1,281,246 shares for all Reporting
Persons.
(iii) Sole power to dispose or to direct the
disposition of: 0 shares for all
Reporting Persons.
(iv) Shared power to dispose or to direct the
disposition of: 1,281,246 shares for all
Reporting Persons.
Instruction. For computations regarding securities which
represent a right to acquire an underlying security see
Section 240.13d-3(d)(1).
Pursuant to Rule 13d-4, each of Boston Partners and Mr.
Heathwood expressly disclaims beneficial ownership of any
shares of Common Stock of the Issuer.
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 [ ].
Instruction: Dissolution of a group requires a response to
this item.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and,
if such interest relates to more than five percent of the
class, such person should be identified. A listing of the
shareholders
of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit
plan, pension fund or endowment fund is not required.
BPAM holds all of the above 1,281,246 shares under
management for its clients, who have the right to direct the
receipt of dividends, to receive dividends from such shares
and to receive the proceeds from the sale of such shares.
None of these clients holds more than five percent of the
Common Stock of the Issuer.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company or Control Person.
If a parent holding company or control person has filed this
schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate
under Item 3(g) and attach an exhibit stating the identity
and the Item 3 classification of the relevant subsidiary. If
a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach
an exhibit stating the identification of the relevant
subsidiary.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to Section
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and
attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has
filed this schedule pursuant to Rule Section 240.13d-1(c) or
Rule Section 240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
Not applicable. BPAM, Boston Partners and Mr. Heathwood
expressly disclaim membership in a "group" as defined in
Rule 13d-5(b)(1).
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all
further filings with respect to transactions in the security
reported on will be filed, if required, by members of the
group, in their individual capacity. See Item 5.
Not applicable.
Item 10. Certification.
By signing below we certify that, to the best of our
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.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct. We also hereby agree to file this statement jointly pursuant to
the agreement set forth as Exhibit 1 hereto.
Dated: January 15, 2002
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
By: Boston Partners, Inc.
its general partner
By: /s/ Mary Ann Iudice
-------------------
William J. Kelly
Treasurer and Senior Vice President
by: Mary Ann Iudice
Attorney-in-Fact*
BOSTON PARTNERS, INC.
By: /s/ Mary Ann Iudice
-------------------
William J. Kelly
Treasurer and Senior Vice President
by: Mary Ann Iudice
Attorney-in-Fact*
/s/ Mary Ann Iudice
-------------------
Desmond John Heathwood
by: Mary Ann Iudice
Attorney-in-Fact**
* Signed pursuant to a Power of Attorney executed by William J. Kelly,
a copy of which is filed herewith as Exhibit 24.2.
** Signed pursuant to a Power of Attorney executed by Desmond John
Heathwood, a copy of which is filed herewith as Exhibit 24.1.
Exhibit 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the
information required by Schedule 13G need be filed with respect to the
ownership by each of the undersigned of shares of Ventiv Health, Inc.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
EXECUTED this 15th day of January, 2002.
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
By: Boston Partners, Inc.
its general partner
By: /s/ Mary Ann Iudice
-------------------
William J. Kelly
Treasurer and Senior Vice President
by: Mary Ann Iudice
Attorney-in-Fact*
BOSTON PARTNERS, INC.
By: /s/ Mary Ann Iudice
-------------------
William J. Kelly
Treasurer and Senior Vice President
by: Mary Ann Iudice
Attorney-in-Fact*
/s/ Mary Ann Iudice
-------------------
Desmond John Heathwood
by: Mary Ann Iudice
Attorney-in-Fact**
* Signed pursuant to a Power of Attorney executed by William J. Kelly,
a copy of which is filed herewith as Exhibit 24.2.
** Signed pursuant to a Power of Attorney executed by Desmond John
Heathwood, a copy of which is filed herewith as Exhibit 24.1.
Dates Referenced Herein and Documents Incorporated by Reference
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