UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
Information to be included in statements filed pursuant
to Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant to 13d-2(b)
(AMENDMENT NO.1)*
KapStone Paper And Packaging Corporation
(Name of Issuer)
Common Stock, $.0001 par value
(Title of Class of Securities)
48562P 10 3
(CUSIP Number)
December 31, 2007
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o 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 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).
(Continued on the Following Pages)
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1. |
NAMES OF REPORTING PERSONS |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corsair Capital Partners, L.P.
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
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(a) |
x |
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(b) |
o |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5. |
SOLE VOTING POWER |
0
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6. |
SHARED VOTING POWER |
620,099
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7. |
SOLE DISPOSITIVE POWER |
0
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8. |
SHARED DISPOSITIVE POWER |
620,099
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
620,099
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) |
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EXCLUDES CERTAIN SHARES* |
o |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
2.4%
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12. |
TYPE OF REPORTING PERSON* |
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1. |
NAMES OF REPORTING PERSONS |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corsair Long Short International, Ltd.
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
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(a) |
x |
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(b) |
o |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5. |
SOLE VOTING POWER |
0
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6. |
SHARED VOTING POWER |
5,463
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7. |
SOLE DISPOSITIVE POWER |
0
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8. |
SHARED DISPOSITIVE POWER |
5,463
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5,463
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) |
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EXCLUDES CERTAIN SHARES* |
o |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
Less than 0.1%
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12. |
TYPE OF REPORTING PERSON* |
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1. |
NAMES OF REPORTING PERSONS |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corsair Select, L.P.
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
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(a) |
x |
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(b) |
o |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5. |
SOLE VOTING POWER |
0
|
6. |
SHARED VOTING POWER |
238,792
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7. |
SOLE DISPOSITIVE POWER |
0
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8. |
SHARED DISPOSITIVE POWER |
238,792
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
238,792
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) |
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EXCLUDES CERTAIN SHARES* |
o |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
1.0%
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12. |
TYPE OF REPORTING PERSON* |
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1. |
NAMES OF REPORTING PERSONS |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corsair Capital Partners 100, L.P.
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
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(a) |
x |
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(b) |
o |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5. |
SOLE VOTING POWER |
0
|
6. |
SHARED VOTING POWER |
26,986
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7. |
SOLE DISPOSITIVE POWER |
0
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8. |
SHARED DISPOSITIVE POWER |
26,986
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
26,986
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) |
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EXCLUDES CERTAIN SHARES* |
o |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
0.1%
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12. |
TYPE OF REPORTING PERSON* |
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1. |
NAMES OF REPORTING PERSONS |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corsair Capital Investors, Ltd.
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
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(a) |
x |
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(b) |
o |
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3. |
SEC USE ONLY |
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5. |
SOLE VOTING POWER |
0
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6. |
SHARED VOTING POWER |
83,267
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7. |
SOLE DISPOSITIVE POWER |
0
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8. |
SHARED DISPOSITIVE POWER |
83,267
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
83,267
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) |
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EXCLUDES CERTAIN SHARES* |
o |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
0.3%
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12. |
TYPE OF REPORTING PERSON* |
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1. |
NAMES OF REPORTING PERSONS |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corsair Capital Management, L.L.C.
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
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(a) |
x |
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(b) |
o |
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3. |
SEC USE ONLY |
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5. |
SOLE VOTING POWER |
0
|
6. |
SHARED VOTING POWER |
974,607
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7. |
SOLE DISPOSITIVE POWER |
0
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8. |
SHARED DISPOSITIVE POWER |
974,607
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
974,607
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) |
|
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EXCLUDES CERTAIN SHARES* |
o |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
3.8%
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12. |
TYPE OF REPORTING PERSON* |
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1. |
NAMES OF REPORTING PERSONS |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jay R. Petschek
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
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(a) |
x |
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(b) |
o |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5. |
SOLE VOTING POWER |
0
|
6. |
SHARED VOTING POWER |
974,607
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7. |
SOLE DISPOSITIVE POWER |
0
|
8. |
SHARED DISPOSITIVE POWER |
974,607
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
974,607
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) |
|
|
EXCLUDES CERTAIN SHARES* |
o |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
3.8%
|
12. |
TYPE OF REPORTING PERSON* |
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
|
1. |
NAMES OF REPORTING PERSONS |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven Major
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
(a) |
x |
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(b) |
o |
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3. |
SEC USE ONLY |
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5. |
SOLE VOTING POWER |
0
|
6. |
SHARED VOTING POWER |
974,607
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7. |
SOLE DISPOSITIVE POWER |
0
|
8. |
SHARED DISPOSITIVE POWER |
974,607
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
974,607
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) |
|
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EXCLUDES CERTAIN SHARES* |
o |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
3.8%
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12. |
TYPE OF REPORTING PERSON* |
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This statement is filed with respect to the common stock (“Common Stock”) of KapStone Paper And Packaging Corporation (the “Issuer”) beneficially owned by the Reporting Persons identified below as of December 31, 2007, and amends and supplements the Schedule 13G filed by the Reporting Persons on January 8, 2007 (collectively, the “Schedule 13G”). Except as set forth herein, the Schedule 13G is unmodified.
The names of the persons filing this statement on Schedule 13G are: Corsair Capital Partners, L.P. (“Corsair Capital”), Corsair Long Short International, Ltd. (“Corsair International”), Corsair Select, L.P. (“Corsair Select”), Corsair Capital Partners 100, L.P. (“Corsair 100”), Corsair Capital Investors, Ltd. (“Corsair Investors”), Corsair Capital Management, L.L.C. (“Corsair Management”), Jay R. Petschek (“Mr. Petschek”) and Steven Major (“Mr. Major” and collectively, the “Reporting Persons”).
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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.
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(a) |
Amount beneficially owned: |
Corsair Capital beneficially owns 620,099 shares of Common Stock consisting of: (a) 251,611 shares of Common Stock, and (b) warrants (“Warrants”) issued by the Issuer exercisable for 368,488 shares of Common Stock.
Corsair International beneficially owns 5,463 shares of Common Stock consisting of: (a) 1,821 shares of Common Stock, and (b) Warrants exercisable for 3,642 shares of Common Stock.
Corsair Select beneficially owns 238,792 shares of Common Stock consisting of: (a) 86,686 shares of Common Stock, and (b) Warrants exercisable for 152,106 shares of Common Stock.
Corsair 100 beneficially owns 26,986 shares of Common Stock consisting of: (a) 10,912 shares of Common Stock, and (b) Warrants exercisable for 16,074 shares of Common Stock.
Corsair Investors beneficially owns 83,267 shares of Common Stock consisting of: (a) 36,703 shares of Common Stock, and (b) Warrants exercisable for 46,564 shares of Common Stock.
Corsair Management, as the investment manager of each of Corsair Capital, Corsair International, Corsair 100 and Corsair Investors, is deemed to beneficially own the 974,607 shares of Common Stock beneficially owned by them.
Mr. Petschek, as a controlling person of Corsair Management, is deemed to beneficially own the 974,607 shares of Common Stock beneficially owned by Corsair Management.
Mr. Major, as a controlling person of Corsair Management, is deemed to beneficially own the 974,607 shares of Common Stock beneficially owned by Corsair Management.
Collectively, the Reporting Persons beneficially own 974,607 shares of Common Stock.
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(b) |
Percent of Class: |
Corsair Capital’s beneficial ownership of 620,099 shares of Common Stock represents 2.4% of all the outstanding shares of Common Stock.
Corsair International’s beneficial ownership of 5,463 shares of Common Stock represents less than 0.1% of all the outstanding shares of Common Stock.
Corsair Select’s beneficial ownership of 238,792 shares of Common Stock represents 1.0% of all the outstanding shares of Common Stock.
Corsair 100’s beneficial ownership of 26,986 shares of Common Stock represents 0.1% of all the outstanding shares of Common Stock.
Corsair Investors’ beneficial ownership of 83,267 shares of Common Stock represents 0.3% of all the outstanding shares of Common Stock.
Corsair Management’s beneficial ownership of 974,607 shares of Common Stock represents 3.8% of all the outstanding shares of Common Stock.
The 974,607 shares of Common Stock deemed to be beneficially owned by Mr. Petschek represent 3.8% of all the outstanding shares of Common Stock.
The 974,607 shares of Common Stock deemed to be beneficially owned by Mr. Major represent 3.8% of all the outstanding shares of Common Stock.
Collectively, the Reporting Persons beneficially own 974,607 shares of Common Stock representing 3.8% of all the outstanding shares of Common Stock.
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(c) |
Number of shares as to which such person has: |
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(i) |
Sole power to vote or to direct the vote |
Not applicable.
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(ii) |
Shared power to vote or to direct the vote of shares of Common Stock: |
Corsair Capital, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote of 620,099 shares of Common Stock.
Corsair International, Corsair Management, Mr. Petschek and Mr. Major have the shared power to vote or direct the vote of 5,463 shares of Common Stock.
Corsair Select, Corsair Management, Mr. Petschek and Mr. Major have the shared power to vote or direct the vote of 238,792 shares of Common Stock.
Corsair 100, Corsair Management, Mr. Petschek and Mr. Major have the shared power to vote or direct the vote of 26,986 shares of Common Stock.
Corsair Investors, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote of 83,267 shares of Common Stock.
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(iii) |
Sole power to dispose or to direct the disposition of shares of Common Stock: |
Not applicable.
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(iv) |
Shared power to dispose or to direct the disposition of shares of Common Stock: |
Corsair Capital, Corsair Management, Mr. Petschek and Mr. Major have the power to dispose or to direct the disposition of 620,099 shares of Common Stock.
Corsair International, Corsair Management, Mr. Petschek and Mr. Major have the power to dispose or to direct the disposition of 5,463 shares of Common Stock.
Corsair Select, Corsair Management, Mr. Petschek and Mr. Major have the power to dispose or to direct the disposition of 238,792 shares of Common Stock.
Corsair 100, Corsair Management, Mr. Petschek and Mr. Major have the power to dispose or to direct the disposition of 26,986 shares of Common Stock.
Corsair Investors, Corsair Management, Mr. Petschek and Mr. Major have the power to dispose or to direct the disposition of 83,267 shares of Common Stock.
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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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
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ITEM 10. |
CERTIFICATION. |
By signing below the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above 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 its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct.
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Dated: |
February 14, 2008 |
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CORSAIR CAPITAL PARTNERS, L.P. |
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By: Corsair Capital Advisors, L.L.C., General Partner |
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By: /s/ Steven Major |
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Steven Major, Managing Member |
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CORSAIR LONG SHORT INTERNATIONAL, LTD. |
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By: Corsair Capital Management, L.L.C., Director |
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By: /s/ Steven Major |
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Steven Major, Managing Member |
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CORSAIR SELECT, L.P. |
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By: Corsair Select Advisors, L.L.C., General Partner |
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By: /s/ Steven Major |
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Steven Major, Managing Member |
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CORSAIR CAPITAL INVESTORS, LTD. |
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By: Corsair Capital Management, L.L.C., Director |
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By: /s/ Steven Major |
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Steven Major, Managing Member |
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CORSAIR CAPITAL PARTNERS 100, L.P. |
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By: Corsair Capital Advisors, L.L.C., General Partner |
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By: /s/ Steven Major |
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Steven Major, Managing Member |
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CORSAIR CAPITAL MANAGEMENT, L.L.C. |
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By: /s/ Steven Major |
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Steven Major, Managing Member |
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/s/ Jay R. Petschek |
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Jay R. Petschek |
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/s/ Steven Major |
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Steven Major |
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