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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GRAPHIC PACKAGING HOLDING COMPANY
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
388689 101
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(CUSIP Number)
Raphael M. Russo, Esq.
Ariel J. Deckelbaum, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3701
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MARCH 10, 2008
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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 which is the subject of this Schedule 13D, and is
filing this schedule because of Sections 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 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 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).
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CUSIP No. 388689 101
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EXOR Group S.A.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
LUXEMBOURG
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0 Shares
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 34,222,500 Shares (see Item 5)
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 Shares
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 34,222,500 Shares (see Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,222,500 Shares (see Item 5)
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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 AMOUNT IN ROW (11)
10.1% (1)
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14 TYPE OF REPORTING PERSON*
CO
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(1) Based on 340,425,441 shares outstanding as of the close of business on
March 10, 2008 based on information from the Issuer.
CUSIP No. 388689 101
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Giovanni Agnelli e C. S.a.p.az.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
ITALY
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NUMBER OF 7 SOLE VOTING POWER
SHARES 34,222,500 Shares (see Item 5)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 Shares
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 34,222,500 Shares (see Item 5)
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,222,500 Shares (see Item 5)
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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 AMOUNT IN ROW (11)
10.1% (1)
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14 TYPE OF REPORTING PERSON*
PN
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(1) Based on 340,425,441 shares outstanding as of the close of business on
March 10, 2008 based on information from the Issuer.
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D ("Schedule 13D") relates to the shares
of common stock, par value $0.01 per share ("Issuer Common Stock"), of Graphic
Packaging Holding Company, a Delaware corporation ("GPK" or the "Issuer"). The
address of the principal executive office of the Issuer is 814 Livingston Court,
Marietta, Georgia 30067.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by: (i) EXOR Group S.A. ("EXOR"); and
(ii) Giovanni Agnelli e C. S.a.p.az. ("GA", and together with EXOR, the
"Reporting Persons").
EXOR is a corporation organized under the laws of Luxembourg. The
address of its principal business and principal office is 22-24 Boulevard Royal,
L-2449 Luxembourg. The present principal business activity of EXOR is to invest
and hold participations in selected industries through substantial direct or
indirect equity participations in companies that have a leading position in
their respective industries. EXOR is deemed to be controlled, for purposes of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by GA.
GA is an Italian limited partnership represented by shares. The present
principal business activity of GA is to ensure the cohesion and continuity of
the management of its controlling interest in EXOR and other investment
vehicles. The address of GA's principal business and principal office is via del
Carmine 10, presso Simon fiduciaria S.p.a., 10122 Turin, Italy. GA is managed
by, and therefore deemed to be controlled by, for purposes of the Exchange Act,
its General Partners, Messrs. Tiberto Brandolini d'Adda, Gianluigi Gabetti, John
Philip Elkann and Alessandro Giovanni Nasi.
Attached as Schedule A hereto and incorporated by reference herein is a
list of (i) all executive officers and directors of each Reporting Person which
is a corporation, (ii) all general partners of each Reporting Person which is a
partnership, (iii) all persons controlling any of the foregoing (to the extent
not provided herein) and (iv) all executive officers and directors of any
corporations ultimately in control of any of the foregoing. Such Schedule A also
sets forth the address, principal occupation or employment and, with respect to
natural persons, citizenship of each person listed thereon.
The agreement among the Reporting Persons relating to the joint filing
of this Schedule 13D is attached as Exhibit 1 hereto.
During the past five years, none of the Reporting Persons (or, to the
knowledge of the Reporting Persons, any of the persons listed on Schedule A
hereto) (i) has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On March 10, 2008, pursuant to the terms of the Transaction Agreement
and Agreement and Plan of Merger, dated as of July 9, 2007 (the "Transaction
Agreement"), by and among the Issuer, Graphic Packaging Corporation ("Graphic"),
Bluegrass Container Holdings, LLC ("BCH"), TPG Bluegrass IV, L.P. ("TPG IV"),
TPG Bluegrass IV-AIV 2, L.P. ("TPG IV-AIV"), TPG Bluegrass V, L.P. ("TPG V"),
TPG Bluegrass V-AIV 2, L.P. ("TPG V-AIV"), Field Holdings, Inc. ("Field
Holdings"), TPG FOF V-A, L.P. ("FOF V-A"), TPG FOF V-B, L.P. ("FOF V-B"), BCH
Management, LLC (together with Field Holdings, TPG IV, TPG IV-AIV, TPG V, TPG
V-AIV, FOF V-A, FOF V-B and any transferee of their interests in BCH, the
"Sellers") and Giant Merger Sub, Inc. ("Merger Sub"), Merger Sub was merged with
and into Graphic, with Graphic surviving as a wholly-owned direct subsidiary of
the Issuer (the "Merger"). Prior to the Merger, EXOR held shares of common stock
of Graphic ("Graphic Common Stock"), and pursuant to the terms of the
Transaction Agreement, at the closing of the Merger, EXOR acquired 34,222,500
shares of Issuer Common Stock, representing approximately 10.1% of the
outstanding
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Issuer Common Stock. The transactions contemplated by the Transaction Agreement
did not require the payment of any cash consideration by the Reporting Persons
to acquire Issuer Common Stock.
The description of the Transaction Agreement contained herein is a
summary only, and is qualified in its entirety by the terms of the Transaction
Agreement, which is filed as Annex A to the Form S-4 filed by the Issuer on
August 31, 2007, which is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION
TRANSACTION AGREEMENT
In connection with the closing of the Merger, EXOR exchanged all of its
shares of Graphic Common Stock into shares of Issuer Common Stock on a
one-for-one basis. As of March 10, 2008, EXOR directly owned 34,222,500 shares
of Issuer Common Stock representing approximately 10.1% of the outstanding
shares of Issuer Common Stock.
STOCKHOLDERS AGREEMENT
In connection with the Transaction Agreement, the Issuer, EXOR, the
Coors Family Stockholders named therein (the "Coors Family Stockholders"),
Clayton, Dubilier & Rice Fund V Limited Partnership (the "CDR Fund"), and
certain Sellers (EXOR , the Coors Family Stockholders, the CDR Fund and such
Sellers, the "Covered Stockholders") entered into a Stockholders Agreement,
dated as of July 9, 2007 that became effective upon completion of the
transactions on March 10, 2008 (the "Stockholders Agreement").
The description of the Stockholders Agreement contained herein is a
summary only, and is qualified in its entirety by the terms of the Stockholders
Agreement, which is filed as Annex E to the Form S-4 filed by the Issuer on
August 31, 2007, which is incorporated herein by reference.
COMPOSITION OF THE ISSUER'S BOARD OF DIRECTORS. Under the terms of the
Stockholders Agreement, the board of directors of the Issuer will initially
consist of thirteen members, which will include eight of the nine members of
Graphic's board of directors prior to the completion of the transactions
contemplated by the Transaction Agreement, classified into three classes. Class
I will initially consist of five members, and Classes II and III will each
initially consist of four members. The initial term of each class, starting with
Class I, will expire at the first, second and third annual meetings of
stockholders following the completion of the transactions.
The Issuer's board of directors presently consists of John R. Miller
(Class II), G. Andrea Botta (Class I), Jeffrey H. Coors (Class I), Kevin J.
Conway (Class I), Harold R. Logan, Jr. (Class III), David W. Scheible (Class I),
John D. Beckett (Class II), Robert W. Tieken (Class III), George V. Bayly (Class
III), Kelvin L. Davis (Class I), Michael G. MacDougall (Class II), Jeffrey Liaw
(Class II) and Jack A. Fusco (Class III). G. Andrew Botta is EXOR's designee;
Jeffrey H. Coors is the Coors Family Stockholders' designee; and Kevin J. Conway
is the CDR Fund's designee. Kelvin L. Davis, Michael G. MacDougall and Jeffrey
Liaw are the designees of certain Sellers affiliated with TPG Capital (such
Sellers, the "TPG Entities").
The Stockholders Agreement provides that each of EXOR, the Coors Family
Stockholders, the CDR Fund and the TPG Entities will have the right, subject to
requirements related to stock ownership, to designate a certain number of
individuals for nomination for election to the board of directors of the Issuer
as described below. Each of EXOR, the Coors Family Stockholders and the CDR Fund
is entitled to designate one individual for nomination for election to the board
for so long as each such stockholder owns at least 3% of the fully diluted
shares of Issuer Common Stock. The TPG Entities, as a group, are entitled to
designate the following number of individuals for nomination for election to the
Issuer's board of directors for so long as they meet the requirements related to
stock ownership specified below:
o three individuals for so long as the TPG Entities own at least 20%
of the fully diluted shares of Issuer Common Stock in the aggregate;
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o two individuals for so long as the TPG Entities own at least the
lesser of (i) 16% of the fully diluted shares of Issuer Common Stock in the
aggregate or (ii) the percentage of Issuer Common Stock then held by the Coors
Family Stockholders, but not less than 10%; and
o one individual for so long as the TPG Entities own at least 3% of
the fully diluted outstanding shares of Issuer Common Stock.
In addition, the then serving Chief Executive Officer of the Issuer
shall be nominated for election to the board.
The Stockholders Agreement further provides that each of the other
directors, not designated in the manner described above, will be independent
directors, designated for nomination by the nominating and corporate governance
committee of the Issuer's board of directors. An "independent director" is a
director who: (i) is not an officer or employee of the Issuer or any of its
affiliates, (ii) is not an officer or employee of any Covered Stockholder or, if
such Covered Stockholder is a trust, a direct or indirect beneficiary of such
trust and (iii) meets the standards of independence under applicable law and the
requirements applicable to companies listed on the New York Stock Exchange.
TRANSFER RESTRICTIONS. Except for transfers to certain affiliated
permitted transferees that agree to be bound by the Stockholders Agreement, the
Covered Stockholders are generally restricted from transferring their shares
until the expiration of a lock-up period of 180 days after the completion of the
transactions. After the expiration of the lock-up period, the Covered
Stockholders may transfer their shares:
o to the Issuer or in a transaction approved by the Issuer's board of
directors;
o pursuant to a public offering; or
o pursuant to a transfer made in accordance with Rule 144 of the
Securities Act or that is exempt from the registration requirements of the
Securities Act, to any person so long as such transferee would not own in excess
of 5% of the fully diluted shares of Issuer Common Stock.
STANDSTILL AGREEMENT. The Covered Stockholders are also subject to
standstill provisions that generally restrict the Covered Stockholders from
acquiring additional equity securities of the Issuer (or any rights to purchase
equity securities) that would increase such Covered Stockholder's beneficial
ownership of Issuer Common Stock on a percentage basis greater than the
percentage held as of the closing date of the transactions, or otherwise take
action to increase such Covered Stockholder's control over the Issuer. These
restrictions prohibit the Covered Stockholders from taking the following
actions, among other items:
o acquiring the beneficial ownership of additional equity securities
(or the rights to purchase equity securities) of the Issuer, subject to certain
exceptions;
o making or participating in any solicitation of proxies to vote any
securities of the Issuer in an election contest;
o participating in the formation of a group with respect to shares of
Issuer Common Stock (except to the extent such group is formed with respect to
the Stockholders Agreement or the registration rights agreement);
o granting any proxy to any person other than the Issuer or its
designees to vote at any meeting of the Issuer stockholders;
o initiating or soliciting stockholders for the approval of one or
more stockholder proposals with respect to the Issuer;
o seeking to place a representative on the Issuer's board of
directors, except as contemplated by the Stockholders Agreement;
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o seeking to publicly call a meeting of the Issuer stockholders;
o making any public announcement or proposal with respect to any form
of business combination involving the Issuer; and
o disclosing any plan to do any of the foregoing or assist or
encouraging any third party to do any of the foregoing.
Once the TPG Entities transfer Issuer Common Stock such that their
aggregate percentage holdings of the outstanding Issuer Common Stock drops below
25%, and then below 15%, respectively, the TPG Entities may not acquire
beneficial ownership on a percentage basis of shares greater than 25% or 15%, as
the case may be.
EFFECTIVENESS; TERM OF STOCKHOLDERS AGREEMENT. The Stockholders
Agreement will terminate under the following circumstances:
o by the unanimous consent of the Issuer and the Covered
Stockholders;
o with respect to any Covered Stockholder, at such time as such
Covered Stockholder holds less than 3% of the fully diluted shares of Issuer
Common Stock;
o except with respect to the standstill provisions, at such time as
no more than one of the Covered Stockholders holds more than 3% of the fully
diluted shares of Issuer Common Stock;
o except with respect to the standstill provisions, at such time as
approved by each of the Covered Stockholders who holds in excess of 3% of the
fully diluted shares of Issuer Common Stock; or
o upon the fifth anniversary of the effective date of the
Stockholders Agreement; provided, however, that the confidentiality provisions
of the Stockholders Agreement shall survive for one year following the
termination of the Stockholders Agreement.
Notwithstanding the foregoing, the standstill provisions of the
Stockholders Agreement will terminate on the earlier of the date on which the
TPG Entities or the Covered Stockholders other than the TPG Entities
collectively, beneficially own less than 10% of the fully diluted shares of
Issuer Common Stock and the third anniversary of the closing of the
transactions; provided, however, that in no event will the standstill provisions
of the Stockholders Agreement terminate prior to the second anniversary of the
closing of the transactions.
REGISTRATION RIGHTS AGREEMENT
In connection with the Transaction Agreement, the Issuer, EXOR, the
Coors Family Stockholders named therein, the CDR Fund, Field Holdings, the
Sellers and certain stockholders who became party to the agreement entered into
a Registration Rights Agreement, dated as of July 9, 2007 that became effective
immediately upon the completion of the transactions on March 10, 2008 (the
"Registration Rights Agreement").
The description of the Registration Rights Agreement contained herein
is a summary only, and is qualified in its entirety by the terms of the
Registration Rights Agreement, which is filed as Annex F to the Form S-4 filed
by the Issuer on August 31, 2007, which is incorporated herein by reference.
DEMAND REGISTRATION RIGHTS. The Registration Rights Agreement provides
that 180 days after the completion of the transactions contemplated by the
Transaction Agreement, the stockholder parties to the agreement representing 10%
of the number of outstanding shares of Issuer Common Stock (for the first two
requests) and 5% at all times thereafter (which percentage drops to 3% to the
extent the stockholder has held less than 5% for more than 180 days prior to the
request), may request on one or more occasions that the Issuer prepare and file
a registration statement (including, except as to the initial registration, a
shelf registration statement pursuant to Rule 415 under the Securities Act,
providing for an offering to be made on a continuous basis, if so requested and
if the Issuer is eligible to use Form S-3) relating to the sale of their Issuer
Common Stock. Notwithstanding the previous sentence,
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the first request must be made by at least two of four of EXOR, the Coors Family
Stockholders, the CDR Fund, and the TPG Entities, although only one of such four
stockholders actually need offer its shares, and the first registration and
offering must be a marketed underwritten offering.
Upon receipt of such a request, the Issuer is required to promptly give
written notice of such requested registration to all holders of registrable
securities under the Registration Rights Agreement and, thereafter, to use its
reasonable best efforts to effect the registration under the Securities Act of
all registrable securities which it has been requested to register pursuant to
the terms of the Registration Rights Agreement. The Issuer is not required to
effect a registration requested by the stockholder parties for 180 days after
the effectiveness of the registration statement for the first registration
effected pursuant to such a request. In all cases, the Issuer's obligations to
register the registrable securities are subject to the minimum and maximum
offering size limitations set forth below.
The stockholder parties have the right to request that any offering
requested by them under the Registration Rights Agreement be an underwritten
offering. In such case, the requesting stockholder parties holding a majority of
shares requested to be included in the registration will have the right to
select one or more underwriters to administer the requested offering, subject to
approval by the finance committee (described below), which shall not be
unreasonably withheld. With respect to the first two requests to effect a
registration, the Issuer will not be required to effect such registration if
such requests relate to less than 10% of the outstanding shares of Issuer Common
Stock. Any request for registration after the first two requests will be subject
to a minimum offering size of 5% of the outstanding shares of Issuer Common
Stock.
If the stockholder parties request registration of any of their shares
of Issuer Common Stock, the Issuer is required to prepare and file a
registration statement with the SEC as soon as possible, and no later than 60
days after receipt of the request (45 days in the case of a Form S-3
registration statement), subject to the right of the Issuer and the finance
committee described below to delay such filing. The Issuer is permitted to
postpone an offering for a reasonable time period that does not exceed 60 days
if the Issuer's board of directors determines that the offering would reasonably
be expected to materially adversely affect or materially interfere with a
material financing of the Issuer or a material transaction under consideration
by the Issuer or would require disclosure of information that has not been, and
is not otherwise required to be, disclosed to the public, the premature
disclosure of which could materially adversely affect the Issuer, subject to
certain limitations. If the Issuer is participating in a sale with other
stockholders who have requested registration and the Issuer and holders of a
majority of the shares requesting registration determine that the offering
should be limited due to market conditions, the Issuer is permitted to include
no more than 25% of its shares in the total number of shares of Issuer Common
Stock being offered in such offering.
INCIDENTAL REGISTRATION RIGHTS. In the event that the Issuer proposes
to register equity securities, subject to certain limitations, the Issuer is
required to promptly give written notice of such proposed registration to all
holders of registrable securities. Under certain circumstances, the Issuer will
be obligated to include in such registration the securities of such stockholders
desiring to sell their Issuer Common Stock. If the Issuer is advised by the
managing underwriters (or, in connection with an offering that is not
underwritten, by an investment banking firm of nationally recognized standing
involved in such offering) that the offering should be limited due to market
conditions, securities being sold by the Issuer will have priority in being
included in such registration.
FEES AND EXPENSES. The Issuer is generally obligated to pay the
expenses related to such registrations, except in the cases where stockholders
requesting registration have refused to proceed with the such registration.
FINANCE COMMITTEE. Under the terms of the Registration Rights
Agreement, the Issuer and the Issuer stockholders party thereto will create a
finance committee which will initially consist of two representatives designated
by the TPG Entities, the chief executive officer of the Issuer, and one
representative of each of EXOR, the Coors Family Stockholders and the CDR Fund.
Each party's right to membership on the Finance Committee ends at the same time
as its right to nominate members of the Issuer's board of directors ends under
the Stockholders Agreement. The finance committee will have the authority to
specify reasonable limitations on a registration or offering requested pursuant
to the Registration Rights Agreement, including setting the maximum size of the
registration or offering, the timing of registration or offering, the
underwriters and the plan of distribution. Notwithstanding the foregoing, the
finance committee does not have the authority to delay a proposed registration
or offering for more than three months, subject to certain further limitations.
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TERMINATION. The Registration Rights Agreement will terminate on the
earliest to occur of its termination by unanimous consent of the parties
thereto, the date on which no shares of Issuer Common Stock subject to the
agreement are outstanding, or the dissolution, liquidation or winding up of the
Issuer.
Each Reporting Person expects to evaluate on an ongoing basis the
Issuer's financial condition and prospects and its interest in, and intentions
with respect to, the Issuer. Accordingly, each Reporting Person reserves the
right to change its plans and intentions at any time, as it deems appropriate.
In particular, each Reporting Person may at any time and from time to
time, in privately negotiated transactions or otherwise, acquire additional
securities of the Issuer; dispose of all or a portion of the securities of the
Issuer that the Reporting Persons now own or may hereafter acquire; and/or enter
into derivative transactions with institutional counterparties with respect to
the Issuer's securities. In addition, the Reporting Persons may engage in
discussions with management, the Issuer's board of directors, other stockholders
of the Issuer and other relevant parties concerning the business, operations,
board composition, management, strategy and future plans of the Issuer.
As a result of these activities, and subject to the limitations set
forth in the Stockholders Agreement and the Registration Rights Agreement, one
or more of the Reporting Persons may suggest or take a position with respect to
potential changes in the operations, management, or capital structure of the
Issuer as a means of enhancing shareholder value. Such suggestions or positions
may include one or more plans or proposals that relate to or would result in any
of the actions required to be reported herein, including, without limitation,
such matters as disposing of one or more businesses; selling the Issuer or
acquiring another company or business; changing operating or marketing
strategies; adopting, not adopting, modifying, or eliminating certain types of
anti-takeover measures; restructuring the Issuer's capitalization; reviewing
dividend and compensation policies; entering into agreements with third parties
relating to acquisitions of securities issued or to be issued by the Issuer;
entering into agreements with the management of the Issuer relating to
acquisitions of shares of the Issuer by members of management, issuance of
options to management, or their employment by the Issuer.
To the knowledge of each Reporting Person, each of the persons listed
on Schedule A hereto may make the same evaluation and reserve the same rights.
Except as described in Items 3 and 6 of this Schedule 13D which are
incorporated herein by reference, the Reporting Persons have no present plans or
proposals that relate to or would result in any of the actions required to be
reported herein.
Any solicitation of proxies will only be made by way of a definitive
proxy statement and a form of proxy. Shareholders are advised to read any proxy
statement or other documents related to a solicitation of proxies that may be
made by the Reporting Persons. When and if completed, a definitive proxy
statement and a form of proxy will be mailed to shareholders of the Issuer and
will be available at no charge at the Securities and Exchange Commission's
website at http://www.sec.gov
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) The information contained on the cover pages to this
Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and
6 is incorporated herein by reference.
(i) In connection with the Transaction Agreement, EXOR is
the direct beneficial owner of 34,222,500 shares of Issuer Common Stock
representing approximately 10.1% of Issuer Common Stock, based on the number of
shares outstanding as of the close of the business day on March 10, 2008.
Because of its deemed control of EXOR, GA may be deemed to beneficially own all
of the Issuer Common Stock owned of record by EXOR.
(ii) By virtue of the Stockholders Agreement and the
Registration Rights Agreement, the Covered Stockholders may be deemed to be a
"group" within the meaning of Rule 13d-5(b) under the Exchange Act. As members
of the group, each of the Covered Stockholders may be deemed to beneficially own
the Issuer
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Common Stock beneficially owned by the members of the group as a whole. If
deemed a group, the Reporting Persons together with the other Covered
Stockholders may be deemed to beneficially own, in the aggregate, 268,821,452
shares of Issuer Common Stock, representing approximately 79.0% of the Issuer
Common Stock, based on the number of shares outstanding as of the close of
business on March 10, 2008. Each of the Reporting Persons expressly disclaims
beneficial ownership of those shares of Issuer Common Stock held by any other
member of the group.
(iii) Neither the filing of this Schedule 13D nor any of
its contents shall be construed as an admission that any of the Reporting
Persons is, for the purpose of Section 13(d) of the Exchange Act, the beneficial
owner of Issuer Common Stock other than those which they acquired pursuant to
the transactions described herein.
(iv) Except as described in subsections (i)-(iii), no
other person is a beneficial owner of the Issuer Common Stock in which EXOR has
direct beneficial ownership.
(c) Except as set forth in this Item 5, to the best knowledge of each
of the Reporting Persons, none of the Reporting Persons has engaged in any
transaction during the past 60 days in, any shares of Issuer Common Stock.
(d) To the knowledge of the Reporting Persons, no other person has
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Issuer Common Stock that may be deemed to be
beneficially owned by the Reporting Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as set forth in Item 4 of this Schedule 13D, to the best
knowledge of the Reporting Persons, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) between the Reporting
Persons and any other person with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS
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1. Joint Filing Agreement, dated as of March 20, 2008, by
and among the Reporting Persons
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
EXOR GROUP S.A.
By: /s/ Peter J. Rothenberg
------------------------------
Name: Peter J. Rothenberg
Title: Attorney-in-Fact
GIOVANNI AGNELLI E C. S.A.P.AZ
By: /s/ Peter J. Rothenberg
------------------------------
Name: Peter J. Rothenberg
Title: Attorney-in-Fact
Dated: March 20, 2008
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS
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1. Joint Filing Agreement, dated as of March 20, 2008, by
and among the Reporting Persons
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SCHEDULE A
POSITION HELD PRESENT PRINCIPAL
WITH GA OCCUPATION
NAME ADDRESS AND/OR EXOR OR EMPLOYMENT CITIZENSHIP
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Chairman of IFI, La Stampa
and ITEDI, Deputy Chairman
Corso and General Partner of GA,
John Philip Elkann Matteotti 26, Deputy Chairman and Deputy Chairman of Fiat and
10121 Turin, General Partner of GA IFIL, Director of RCS Italy
Italy Mediagroup, Banca Leonardo
Corso CEO and General Manager of
Matteotti 26, IFI, Director of EXOR and
Virgilio Marrone 10121 Turin, Director of EXOR FIAT, Member of the Managing Italy
Italy Board of Intesa Sanpaolo
President of Sequana, General
22-24 Blvd. Partner of GA, Deputy
Tiberto Brandolini Royal Chairman of IFIL, Director of
d'Adda L-2449 General Partner of GA IFI, Fiat, Vittoria Italy
Luxembourg Assicurazioni and SGS SA
Corso
Matteotti 26, Chairman and General Partner
Gianluigi Gabetti 10121 Turin, Chairman and General of GA, Director of IFI,
Italy Partner of GA Chairman of IFIL and Fiat USA Italy
Corso
Matteotti 26,
Alessandro Nasi 10121 Turin,
Italy General Partner of GA General Partner of GA Italy
4, Rue Carlo
Jacques Loesch Hemmer L-1734
Luxembourg Chairman of EXOR Chairman of EXOR Luxembourg
19, Ave.
Pierre Martinet Montaigne CEO of EXOR and IFIL France,
75008 Paris CEO of EXOR Director of Sequana Capital France
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13