UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
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 Rule 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 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).
CUSIP No. |
G20045103 |
1 | NAMES OF REPORTING PERSONS 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 | 90,000 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 25,113,300 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 90,000 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
25,113,300 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
25,203,300 | |||||||||||
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) | ||||||||||
39.2% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IN |
Page 2 of 10 Pages
CUSIP No. |
G20045103 |
1 | NAMES OF REPORTING PERSONS RSL Investments Corporation |
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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 | 2,885,705 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | |||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 2,885,705 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
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) | ||||||||||
4.5% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
Page 3 of 10 Pages
CUSIP No. |
G20045103 |
1 | NAMES OF REPORTING PERSONS RSL Savannah LLC |
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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 | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 22,122,364 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
22,122,364 | |||||||||||
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) | ||||||||||
34.4% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
OO |
Page 4 of 10 Pages
CUSIP No. |
G20045103 |
Item 2. | Identity and Background |
(i) | RSL; |
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(ii) | RSL Investments Corporation; and |
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(iii) | RSL Savannah, LLC, a Delaware limited liability company (RSL
Savannah, together with RSL and RIC, the Reporting Persons). |
Page 5 of 10 Pages
CUSIP No. |
G20045103 |
Item 3. | Source and Amount of Funds or Other Consideration |
Item 4. | Purpose of Transaction |
Item 5. | Interest in Securities of the Issuer |
(a) | At March 02, 2011, the Reporting Persons beneficially own the following number of shares
of Class A Common Stock: |
(i) | RSL beneficially owns 25,203,300 shares of Class A Common Stock, in the following manner:
17,622,364 shares of Class A Common Stock held directly by TW Holdings BV over which RSL Savannah, of which RSL
is the sole member, was granted a proxy pursuant to the terms of the Voting Agreement;
4,500,000 shares of Class B Common Stock of the Issuer (Class B Common Stock) held directly by TW Holdings BV
over which RSL Savannah was granted a proxy pursuant to the terms of the Voting Agreement;
90,000 shares of Class B Common Stock underlying exercisable options held directly by RSL;
2,885,705 shares of Class B Common Stock held directly by RIC, of which RSL is the sole shareholder; 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; |
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(ii) | RIC beneficially owns 2,885,705 shares of Class A Common Stock, in
the form of 2,885,705 shares of Class B Common Stock held directly by
RIC; and |
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(ii) | RSL Savannah beneficially owns 22,122,364 shares of Class A Common
Stock, in the form of, 4,500,000 shares of Class B Common Stock held
directly by TW Holdings BV and 17,622,364 shares of Class A Common
Stock held directly by TW Holdings BV. |
Page 6 of 10 Pages
CUSIP No. |
G20045103 |
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 25,203,300 shares of Class A Common Stock, which
would represent 39.2% of the number of shares of Class A Common Stock
outstanding; and |
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(ii) | RIC beneficially owns 2,885,705 shares of Class A Common Stock ,
which would represent 4.5% of the number of shares of Class A Common
Stock outstanding. |
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(iii) | RSL Savannah beneficially owns 22,122,364 shares of Class A Common
Stock, which would represent 34.4% of the number of shares of Class
A Common Stock outstanding. |
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 17,622,364 shares of Class A Common Stock and 7,580,936 shares of
Class B Common Stock (including 90,000 shares of Class Common Stock
underlying exercisable stock options) for which RSL has voting power
would represent 70.9% of the aggregate voting power of the Issuer; and |
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(ii) | the 2,885,705 shares of Class B Common Stock for which RIC has
voting power, would represent 21.9% of the aggregate voting power of
the Issuer. |
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(iii) | the 4,500,000 shares of Class B Common Stock and 17,622,364 shares
of Class A Common Stock for which RSL Savannah has voting power
constitute 47.5% of the aggregate voting power of the Issuer. |
(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
90,000 shares of Class B Common Stock underlying exercisable stock
options held directly by RSL.
RSL shares Voting Power and Dispositive Power with respect to
25,113,300 shares of Class A Common Stock as follows:
RSL shares Voting Power and Dispositive Power with RSL Savannah and
TW Holdings BV with respect to 17,622,364 shares of Class A Common
Stock and 4,500,000 shares of Class B Common Stock that are directly
held by TW Holdings BV and are subject to the Voting Agreement and the
Investor Rights Agreement by and among TW Holdings BV, RSL, RSL
Savannah, RIC, RSL Investment LLC and the Issuer, dated May 18, 2009
(the Investor Rights Agreement), which was previously filed with the
SEC with Amendment No. 13 to this Schedule 13D;
RSL, as sole shareholder of RIC, shares Voting Power and Dispositive
Power with RIC with respect to 2,885,705 shares of Class B Common
Stock held directly by RIC; 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 |
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(ii) | RIC has sole Voting Power and Dispositive Power with respect to
2,885,705 shares of Class B Common Stock held directly by RIC. |
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(ii) | RSL Savannah shares Voting Power and Dispositive Power with RSL and
TW Holdings BV with respect to 17,622,364 shares of Class A Common
Stock and 4,500,000 shares of Class B Common Stock that are directly
held by TW Holdings BV and are subject to the Voting Agreement and
the Investor Rights Agreement; |
(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. |
Page 7 of 10 Pages
CUSIP No. |
G20045103 |
(e) | As at March 2, 2011, RIC ceased to be the beneficial owner of more than 5% of Class A Common Stock. |
Item 7. | Materials to be Filed as Exhibits |
Page 8 of 10 Pages
CUSIP No. |
G20045103 |
RONALD S. LAUDER |
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By | /s/ Ronald S. Lauder | |||
RSL INVESTMENTS CORPORATION |
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By | /s/ Kelli Turner | |||
Name: | Kelli Turner | |||
Title: | President, Secretary and Treasurer | |||
RSL SAVANNAH LLC |
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By | /s/ Kelli Turner | |||
Name: | Kelli Turner | |||
Title: | President, Secretary and Treasurer |
Page 9 of 10 Pages
CUSIP No. |
G20045103 |
Exhibit | Description | |
99.1
|
Joint Filing Agreement, by and among Ronald S. Lauder, RSL Investments Corporation and RSL Savannah LLC, dated March 10, 2011. |
Page 10 of 10 Pages