-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FgZfqmnmiuZbddACNmIRETXBy5v2g3p1WA88x3k9TSUK6GOPen5O7bVp9sGiSf8B FOQKjoFFzUPrSY/imkvItw== 0000904454-07-000556.txt : 20070706 0000904454-07-000556.hdr.sgml : 20070706 20070706132313 ACCESSION NUMBER: 0000904454-07-000556 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070706 DATE AS OF CHANGE: 20070706 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAVVIS, Inc. CENTRAL INDEX KEY: 0001058444 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 431809960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58667 FILM NUMBER: 07967011 BUSINESS ADDRESS: STREET 1: 1 SAVVIS PARKWAY CITY: TOWN & COUNTRY STATE: MO ZIP: 63017 BUSINESS PHONE: 314-628-7000 MAIL ADDRESS: STREET 1: 1 SAVVIS PARKWAY CITY: TOWN & COUNTRY STATE: MO ZIP: 63017 FORMER COMPANY: FORMER CONFORMED NAME: SAVVIS COMMUNICATIONS CORP DATE OF NAME CHANGE: 19991112 FORMER COMPANY: FORMER CONFORMED NAME: SAVVIS HOLDINGS CORP DATE OF NAME CHANGE: 19991020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WELSH CARSON ANDERSON STOWE VIII LP CENTRAL INDEX KEY: 0001071870 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: SUITE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128415755 MAIL ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: SUITE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 s13da_070607-savvis.htm AMD TO SCHED 13D FOR SAVVIS BY WCAS VIII

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 9)1

 

SAVVIS, Inc.

(Name of Issuer)

 

Common Stock, $.01 par value

(Title of Class of Securities)

 

805423 10 0

(CUSIP Number)

 

Welsh, Carson, Anderson & Stowe

William J. Hewitt, Esq.

320 Park Avenue, Suite 2500

Ropes & Gray LLP

New York, New York 10022

1211 Avenue of the Americas

Attention: Jonathan M. Rather

New York, New York 10036

Tel. (212) 893-9500

Tel. (212) 596-9000

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

July 6, 2007

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

_________________________

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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 805423 10 0

Page 2 of 10 Pages

 

 

1)           Name of Reporting Person
and I.R.S. Identification
No. of Above Person, if
an Entity (Voluntary)

Welsh, Carson, Anderson & Stowe VIII, L.P.

2)           Check the Appropriate Box
if a Member of a Group

(a)   [ X ]
(b)   [ ]

3)           SEC Use Only

 

4)           Source of Funds

Not Applicable

5)           Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)

Not Applicable

6)           Citizenship or Place
of Organization

Delaware

Number of
Shares Beneficially
Owned by Each
Reporting Person
With

7)      Sole VotingPower

14,016,804 shares of Common Stock

8)      Shared Voting Power

-0-

9)      Sole Dispositive Power

14,016,804 shares of Common Stock

10)    Shared Dispositive Power

-0-

11)         Aggregate Amount Beneficially
Owned by Each Reporting Person

14,016,804 shares of Common Stock

12)         Check if the Aggregate Amount in Row (11)
Excludes Certain Shares

 

13)         Percent of Class Represented by
Amount in Row (11)

27.0%

14)         Type of Reporting Person

PN

 

 

 

2

CUSIP No. 805423 10 0

Page 3 of 10 Pages

 

 

1)           Name of Reporting Person
and I.R.S. Identification
No. of Above Person, if
an Entity (Voluntary)

Welsh, Carson, Anderson & Stowe VII, L.P.

2)           Check the Appropriate Box
if a Member of a Group

(a)   [ X ]
(b)   [ ]

3)           SEC Use Only

 

4)           Source of Funds

Not Applicable

5)           Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)

Not Applicable

6)           Citizenship or Place
of Organization

Delaware

Number of
Shares Beneficially
Owned by Each
Reporting Person
With

7)      Sole VotingPower

-0-

8)      Shared Voting Power

-0-

9)      Sole Dispositive Power

-0-

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

 

13)         Percent of Class Represented by
Amount in Row (11)

-0-

14)         Type of Reporting Person

PN

 

 

 

3

CUSIP No. 805423 10 0

Page 4 of 10 Pages

 

 

1)           Name of Reporting Person
and I.R.S. Identification
No. of Above Person, if
an Entity (Voluntary)

Welsh, Carson, Anderson & Stowe VI, L.P.

2)           Check the Appropriate Box
if a Member of a Group

(a)   [ X ]
(b)   [ ]

3)           SEC Use Only

 

4)           Source of Funds

Not Applicable

5)           Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)

Not Applicable

6)           Citizenship or Place
of Organization

Delaware

Number of
Shares Beneficially
Owned by Each
Reporting Person
With

7)      Sole VotingPower

-0-

8)      Shared Voting Power

-0-

9)      Sole Dispositive Power

-0-

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

 

13)         Percent of Class Represented by
Amount in Row (11)

-0-

14)         Type of Reporting Person

PN

 

 

 

4

CUSIP No. 805423 10 0

Page 5 of 10 Pages

 

 

1)           Name of Reporting Person
and I.R.S. Identification
No. of Above Person, if
an Entity (Voluntary)

WCAS Capital Partners II, L.P.

2)           Check the Appropriate Box
if a Member of a Group

(a)   [ X ]
(b)   [ ]

3)           SEC Use Only

 

4)           Source of Funds

Not Applicable

5)           Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)

Not Applicable

6)           Citizenship or Place
of Organization

Delaware

Number of
Shares Beneficially
Owned by Each
Reporting Person
With

7)      Sole VotingPower

-0-

8)      Shared Voting Power

-0-

9)      Sole Dispositive Power

-0-

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

 

13)         Percent of Class Represented by
Amount in Row (11)

-0-

14)         Type of Reporting Person

PN

 

 

 

5

CUSIP No. 805423 10 0

Page 6 of 10 Pages

 

 

1)           Name of Reporting Person
and I.R.S. Identification
No. of Above Person, if
an Entity (Voluntary)

WCAS Information Partners, L.P.

2)           Check the Appropriate Box
if a Member of a Group

(a)   [ X ]
(b)   [ ]

3)           SEC Use Only

 

4)           Source of Funds

Not Applicable

5)           Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)

Not Applicable

6)           Citizenship or Place
of Organization

Delaware

Number of
Shares Beneficially
Owned by Each
Reporting Person
With

7)      Sole VotingPower

-0-

8)      Shared Voting Power

-0-

9)      Sole Dispositive Power

-0-

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

 

13)         Percent of Class Represented by
Amount in Row (11)

-0-

14)         Type of Reporting Person

PN

 

 

 

6

CUSIP No. 805423 10 0

Page 7 of 10 Pages

 

 

1)           Name of Reporting Person
and I.R.S. Identification
No. of Above Person, if
an Entity (Voluntary)

WCAS Management Corporation

2)           Check the Appropriate Box
if a Member of a Group

(a)   [ X ]
(b)   [ ]

3)           SEC Use Only

 

4)           Source of Funds

Not Applicable

5)           Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)

Not Applicable

6)           Citizenship or Place
of Organization

Delaware

Number of
Shares Beneficially
Owned by Each
Reporting Person
With

7)      Sole VotingPower

13,849 shares of Common Stock

8)      Shared Voting Power

-0-

9)      Sole Dispositive Power

13,849 shares of Common Stock

10)    Shared Dispositive Power

-0-

11)         Aggregate Amount Beneficially
Owned by Each Reporting Person

13,849 shares of Common Stock

12)         Check if the Aggregate Amount in Row (11)
Excludes Certain Shares

 

13)         Percent of Class Represented by
Amount in Row (11)

less than 0.1%

14)         Type of Reporting Person

CO

 

 

 

7

CUSIP No. 805423 10 0

Page 8 of 10 Pages

 

 

Amendment No. 9 to Schedule 13D

 

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on March 8, 2000, Amendment No. 1 thereto filed on March 15, 2001, Amendment No. 2 thereto filed on March 20, 2002, Amendment No. 3 thereto filed on October 8, 2002, Amendment No. 4 thereto filed on December 30, 2004, Amendment No. 5 thereto filed on July 6, 2006, Amendment No. 6 filed on January 3, 2007, Amendment No. 7 filed on February 28, 2007 and Amendment No. 8 filed on May 25, 2007 (as so amended, the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined.

 

 

The following Items of the Schedule 13D are hereby amended as follows:

 

Item 5.

Interest in Securities of the Issuer.

 

 

Item 5 is hereby amended and restated to read in its entirety as follows:

 

The information set forth below is based on an approximate total of 52,726,000 shares of Common Stock outstanding as of the date of this statement.

 

 

(a)

 

 

WCAS VIII and VIII Associates

 

WCAS VIII owns 14,016,804 shares of Common Stock, or approximately 27.0% of the Common Stock outstanding. VIII Associates, as the general partner of WCAS VIII, may be deemed to beneficially own the securities owned by WCAS VIII.

 

 

WCAS VII and VII Partners

 

 

WCAS VII and VII Partners, as the general partner of WCAS VII, own no shares of Common Stock.

 

 

WCAS VI and VI Partners

 

 

WCAS VI and VI Partners, as the general partner of WCAS VI, own no shares of Common Stock.

 

 

WCAS CP II and CP II Partners

 

 

WCAS CP II and CP II Partners, as the general partner of WCAS CP II, own no shares of Common Stock.

 

 

WCAS IP and INFO Partners

 

 

WCAS IP and INFO Partners, as the general partner of WCAS IP, own no shares of Common Stock.

 

 

WCAS

 

 

WCAS owns 13,849 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

 

Managing Members of VIII Associates, General Partners of VII Partners, VI Partners, CP II Partners and INFO Partners and WCAS Principals

 

(i) Patrick J. Welsh owns 628,946 shares of Common Stock, or approximately 1.0% of the Common Stock outstanding.

 

 

8

CUSIP No. 805423 10 0

Page 9 of 10 Pages

 

 

(ii) Russell L. Carson owns 599,464 shares of Common Stock, or approximately 1.0% of the Common Stock outstanding.

 

(iii) Bruce K. Anderson owns 637,420 shares of Common Stock, or approximately 1.0% of the Common Stock outstanding.

 

(iv) Thomas E. McInerney 536,849 shares of Common Stock, or approximately 1.0% of the Common Stock outstanding.

 

(v) Robert A. Minicucci owns 122,591 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

 

(vi) Anthony J. deNicola owns 155,265 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

 

(vii) Paul B. Queally beneficially owns an aggregate 123,677 shares of Common Stock (115,852 directly and 7,785 indirectly, by the Paul & Anne-Marie Queally Foundation), or less than 0.1% of the Common Stock outstanding.

 

(viii) Jonathan M. Rather owns 23,924 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

 

(ix) D. Scott Mackesy owns 11,192 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

 

(x) John D. Clark owns 12,036 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

 

(xi) Sanjay Swani owns 11,235 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

(b) The managing members of VIII Associates and the WCAS Principals may be deemed to share the power to vote or direct the voting of and to dispose or direct the disposition of the securities of the Issuer owned by WCAS VIII and WCAS, respectively. Each of the managing members of VIII Associates and the WCAS Principals disclaims beneficial ownership of all securities other than those he owns directly or by virtue of his indirect pro rata interest, as a managing member of VIII Associates and/or as a WCAS Principal, as the case may be, in the securities owned by WCAS VIII and/or WCAS.

 

(c) On July 6, 2007, WCAS VIII distributed in kind 5,000,000 shares of Common Stock to its partners, including 782,509 shares to VIII Associates (the “GP shares”), and VIII Associates distributed such GP shares to its members immediately thereafter.

 

(d) Except as described in this statement, no person has the power to direct the receipt of dividends on or the proceeds of sales of the shares of Common Stock owned by WCAS VIII or WCAS.

 

 

(e) Not Applicable.

 

 

9

CUSIP No. 805423 10 0

Page 10 of 10 Pages

 

 

Signature

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: July 6, 2007

 

WELSH, CARSON, ANDERSON & STOWE VIII, L.P.

 

By:

/s/ David Mintz

 

Attorney-in-Fact

 

WELSH, CARSON, ANDERSON & STOWE VII, L.P.

 

 

By:

/s/ David Mintz

 

Attorney-in-Fact

 

WELSH, CARSON, ANDERSON & STOWE VI, L.P.

 

 

By:

/s/ David Mintz

 

Attorney-in-Fact

 

WCAS CAPITAL PARTNERS II, L.P.

 

 

By:

/s/ David Mintz

 

Attorney-in-Fact

 

WCAS INFORMATION PARTNER, L.P.

 

 

By:

/s/ David Mintz

 

Attorney-in-Fact

 

WCAS MANAGEMENT CORPORATION

 

 

By:

/s/ David Mintz

 

Attorney-in-Fact

 

 

 

 

10

 

 

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