UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
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. o
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 persons 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 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
SEC 1746 (3-06)
Item 2. Identity and Background | ||||||||
Item 4. Purpose of Transaction | ||||||||
Item 5. Interest in Securities of the Issuer | ||||||||
Item 7. Materials to be Filed as Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-99.1 |
CUSIP No. |
G20045103 |
Page | 2 |
of | 10 |
Pages |
1. | NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only). Ronald S. Lauder |
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2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||||||||
(b) þ | |||||||||||
3. | SEC USE ONLY | ||||||||||
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
N/A | |||||||||||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States | |||||||||||
7. | SOLE VOTING POWER | ||||||||||
NUMBER OF | 78,500 | ||||||||||
SHARES | 8. | SHARED VOTING POWER (See Item 5)* | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 21,990,936 | ||||||||||
EACH | 9. | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 78,500 | ||||||||||
WITH | 10. | SHARED DISPOSITIVE POWER (See Item 5)* | |||||||||
21,990,936 | |||||||||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
22,069,436 | |||||||||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
35.9% | |||||||||||
14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IN |
CUSIP No. |
G20045103 |
Page | 3 |
of | 10 |
Pages |
1. | NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) RSL Investments Corporation 13-3649460 |
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2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||||||||
(b) þ | |||||||||||
3. | SEC USE ONLY | ||||||||||
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
N/A | |||||||||||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7. | SOLE VOTING POWER | ||||||||||
NUMBER OF | 2,821,976 | ||||||||||
SHARES | 8. | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 63,729 | ||||||||||
EACH | 9. | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 2,821,976 | ||||||||||
WITH | 10. | SHARED DISPOSITIVE POWER | |||||||||
63,729 | |||||||||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
2,885,705 | |||||||||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
5.1% | |||||||||||
14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
CUSIP No. |
G20045103 |
Page | 4 |
of | 10 |
Pages |
1. | NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) RSL Investment LLC 20-5434339 |
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2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||||||||
(b) þ | |||||||||||
3. | SEC USE ONLY | ||||||||||
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
N/A | |||||||||||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7. | SOLE VOTING POWER | ||||||||||
NUMBER OF | 63,729 | ||||||||||
SHARES | 8. | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9. | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 63,729 | ||||||||||
WITH | 10. | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
63,729 | |||||||||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
0.1% | |||||||||||
14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
OO |
CUSIP No. |
G20045103 |
Page | 5 |
of | 10 |
Pages |
1. | NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) CME Holdco L.P. 98-0506328 |
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2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||||||||
(b) þ | |||||||||||
3. | SEC USE ONLY | ||||||||||
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
N/A | |||||||||||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Cayman Islands | |||||||||||
7. | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8. | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9. | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10. | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
0 | |||||||||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
0% | |||||||||||
14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
PN |
(i) | RSL; | ||
(ii) | RSL Investments Corporation (RIC); | ||
(iii) | RIL; and | ||
(v) | CME Holdco. |
(a) | ||
At November 25, 2009, the Reporting Persons beneficially own the following number of shares of Class A Common Stock: |
(i) | RSL beneficially owns 22,069,436 shares of Class A Common Stock, in the following manner: |
| 14,500,000 shares of Class A Common Stock held directly by TW Holdings BV (TW BV) over which RSL Savannah, LLC (RSL Savannah), of which RSL is the sole member, was granted a proxy pursuant to the terms of the Irrevocable Voting Deed and Corporate Representative Appointment by and among TW BV, RSL Savannah and the Issuer, dated May 18, 2009 (Voting Agreement) and previously filed with Amendment No. 13 to this Schedule 13D; | ||
| 4,500,000 shares of Class B Common Stock held directly by TW BV over which RSL Savannah was granted a proxy pursuant to the terms of the Voting Agreement; | ||
| 78,500 shares of Class B Common Stock underlying exercisable options held directly by RSL; | ||
| 2,821,976 shares of Class B Common Stock held directly by RIC, of which RSL is the sole shareholder; | ||
| 63,729 shares of Class B Common Stock held directly by RIL of which RIC is the sole member; and | ||
| 105,231 shares of Class B Common Stock held directly by RAJ Family Partners, L.P. (RAJ LP), the managing general partner of which is RAJ Family Corporation (RAJ Corp), of which RSL is Chairman and President; |
(ii) | RIC beneficially owns 2,885,705 shares of Class A Common Stock, in the following manner: |
| 2,821,976 shares of Class B Common Stock held directly by RIC; and | ||
| 63,729 shares of Class B Common Stock held directly by RIL of which RIC is the sole member; |
(iii) | RIL beneficially owns 63,729 shares of Class A Common Stock in the form of 63,729 shares of Class B Common Stock held directly by RIL; and | ||
(iv) | CME Holdco does not beneficially own any shares of Class A Common Stock. |
Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder. For each Reporting Person, assuming conversion of all shares of Class B Common Stock beneficially owned by such Reporting Person: |
(i) | RSL beneficially owns 22,069,436 shares of Class A Common Stock, which would represent 35.9% of the number of shares of Class A Common Stock outstanding; | ||
(ii) | RIC beneficially owns 2,885,705 shares of Class A Common Stock , which would represent 5.1% of the number of shares of Class A Common Stock outstanding; | ||
(iii) | RIL beneficially owns 63,729 shares of Class A Common Stock , which would represent 0.1% of the number of shares of Class A Common Stock outstanding; and | ||
(iv) | CME Holdco does not beneficially own any shares of Class A Common Stock. |
Each share of Class A Common Stock entitles the holder to one vote on each matter submitted to a vote of the Issuers stockholders and each share of Class B Common Stock entitles the holder to ten votes on each such matter. Assuming no conversion of any of the outstanding shares of Class B Common Stock: |
(i) | the 14,000,000 shares of Class A Common Stock and 7,569,436 shares of Class B Common Stock for which RSL has voting power would represent 69.6% of the aggregate voting power of the Issuer; | ||
(ii) | the 2,885,709 shares of Class B Common Stock for which RIC has voting power, would represent 22.4% of the aggregate voting power of the Issuer; and | ||
(iii) | the 63,729 shares of Class B Common Stock for which RIC has voting power would represent 0.5% of the number of shares of Class A Common Stock outstanding. |
(b) | The Reporting Persons have the power to vote, or direct the vote of (Voting Power), and the power to dispose, or direct the disposition of (Dispositive Power), shares of Class A Common Stock as follows: |
(i) | RSL has sole Voting Power and sole Dispositive Power with respect to 78,500 shares of Class B Common Stock underlying exercisable stock options held directly by RSL. | ||
RSL shares Voting Power and Dispositive Power with respect to 21,990,936 shares of Class A Common Stock as follows: |
| RSL shares Voting Power and Dispositive Power with RSL Savannah and TW BV with respect to 14,500,000 shares of Class A Common Stock and 4,500,000 shares of Class B Common Stock that are directly held by TW BV and are subject to the Voting Agreement and the Investor Rights Agreement by and among TW BV, RSL, RSL Savannah, RIC, RIL and the Issuer, dated May 18, 2009; | ||
| RSL, as sole shareholder of RIC, shares Voting Power and Dispositive Power with RIC with respect to 2,821,976 shares of Class B Common Stock held directly by RIC; | ||
| RSL, as sole shareholder of RIC, shares Voting Power and Dispositive Power with RIC and RIL with respect to 63,729 shares of Class B Common Stock held directly by RIL; and | ||
| RSL, as Chairman and President of RAJ Corp, shares Voting Power and Dispositive Power with RAJ Corp and its majority shareholder with respect to 105,231 shares of Class B Common Stock held directly by RAJ LP. |
(ii) | RIC has sole Voting Power and shared Dispositive Power with respect to 2,821,976 shares of Class B Common Stock held directly by RIC. RIC, as sole member of RIL, shares Voting Power and Dispositive Power with RIL with respect to 63,729 shares of Class B Common Stock held directly by RIL. | ||
(iii) | RIL has sole Voting Power and Dispositive Power with respect to 63,729 shares of Class B Common Stock held directly by RIC. | ||
(iv) | CME Holdco does not have Voting Power or Dispositive Power with respect to any shares of Class A Common Stock. |
(d) | The majority shareholder of RAJ Corp and the general partners and the limited partners of RAJ LP have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 105,231 shares of Class B Common Stock held directly by RAJ LP. RSL holds directly or indirectly a majority of the partnership interests in RAJ LP. | |
(e) | At November 25, 2009, after giving effect to the Distribution, each of CME Holdco and RIL ceased to be the beneficial owner of more than 5% of the Class A Common Stock. |
RONALD S. LAUDER |
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By | /s/ Jacob Z. Schuster | |||
Name: | Jacob Z. Schuster, as Attorney-in-fact | |||
RSL INVESTMENTS CORPORATION |
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By | /s/ Jacob Z. Schuster | |||
Name: | Jacob Z. Schuster | |||
Title: | President, Secretary and Treasurer | |||
RSL INVESTMENT LLC |
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By | /s/ Jacob Z. Schuster | |||
Name: | Jacob Z. Schuster | |||
Title: | Executive Vice President | |||
CME HOLDCO, L.P. |
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By | /s/ Jacob Z. Schuster | |||
Name: | Jacob Z. Schuster | |||
Title: | Executive Vice President, RSL Investment LLC, its General Partner |
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