SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
EPIQ Systems
Inc.
(Name of Issuer)
Voting Shares of Common Stock
(Title of Class of Securities)
26882D109
(CUSIP Number)
George Young
St. Denis J. Villere & Company, L.L.C.
601 Poydras St., Suite 1808
New Orleans, LA 70130
(504) 599-4544
With
a Copy to:
John Anjier
Liskow & Lewis
701
Poydras St., Suite 5000
New Orleans, LA 70139
(504) 556-4177
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 6, 2015
(Date of Event Which Requires Reporting)
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. ¨
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 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).
SCHEDULE 13D/A
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| CUSIP No. 26882D109 |
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Page 2 of 9 Pages |
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| (1) |
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Name of
reporting person St. Denis J. Villere & Company, L.L.C. |
| (2) |
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Check the appropriate box if a member
of a group* (a) ¨ (b) x |
| (3) |
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SEC use only
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| (4) |
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Source of funds (see instructions)
OO |
| (5) |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
| (6) |
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Citizenship or place or
organization Louisiana |
| Number of
shares beneficially
owned by each
reporting person
with: |
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(7) |
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Sole voting power
5,198,789 |
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(8) |
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Shared voting power
5,255,524 |
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(9) |
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Sole dispositive power
5,255,524 |
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(10) |
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Shared dispositive power
5,255,524 |
| (11) |
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Aggregate amount beneficially owned by each reporting person:
5,255,524 |
| (12) |
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Check box if the aggregate amount in
Row (11) excludes certain shares: N/A |
| (13) |
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Percent of class represented by amount
in Row 11: 14.19% |
| (14) |
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Type of reporting person:
IA |
SCHEDULE 13D/A
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| CUSIP No. 26882D109 |
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Page 3 of 9 Pages |
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| (1) |
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Name of
reporting person George V. Young |
| (2) |
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Check the appropriate box if a member
of a group* (a) ¨ (b) x |
| (3) |
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SEC use only
|
| (4) |
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Source of funds (see instructions)
OO |
| (5) |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
| (6) |
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Citizenship or place or
organization Louisiana |
| Number of
shares beneficially
owned by each
reporting person
with: |
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(7) |
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Sole voting power
17,150 |
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(8) |
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Shared voting power
5,255,524 |
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(9) |
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Sole dispositive power
17,150 |
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(10) |
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Shared dispositive power
5,215,939 |
| (11) |
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Aggregate amount beneficially owned by each reporting person:
5,255,524 |
| (12) |
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Check box if the aggregate amount in
Row (11) excludes certain shares: N/A |
| (13) |
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Percent of class represented by amount
in Row 11: 14.19% |
| (14) |
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Type of reporting person:
IN |
SCHEDULE 13D/A
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| CUSIP No. 26882D109 |
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Page 4 of 9 Pages |
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| (1) |
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Name of
reporting person St. Denis J. Villere III |
| (2) |
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Check the appropriate box if a member
of a group* (a) ¨ (b) x |
| (3) |
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SEC use only
|
| (4) |
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Source of funds (see instructions)
OO |
| (5) |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
| (6) |
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Citizenship or place or
organization Louisiana |
| Number of
shares beneficially
owned by each
reporting person
with: |
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(7) |
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Sole voting power
7,900 |
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(8) |
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Shared voting power
5,255,524 |
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(9) |
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Sole dispositive power
7,900 |
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(10) |
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Shared dispositive power
5,206,689 |
| (11) |
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Aggregate amount beneficially owned by each reporting person:
5,255,524 |
| (12) |
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Check box if the aggregate amount in
Row (11) excludes certain shares: N/A |
| (13) |
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Percent of class represented by amount
in Row 11: 14.19% |
| (14) |
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Type of reporting person:
IN |
SCHEDULE 13D/A
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| CUSIP No. 26882D109 |
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Page 5 of 9 Pages |
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| (1) |
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Name of
reporting person St. Denis J. Villere II |
| (2) |
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Check the appropriate box if a member
of a group* (a) ¨ (b) x |
| (3) |
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SEC use only
|
| (4) |
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Source of funds (see instructions)
OO |
| (5) |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
| (6) |
|
Citizenship or place or
organization Louisiana |
| Number of
shares beneficially
owned by each
reporting person
with: |
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(7) |
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Sole voting power
31,685 |
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(8) |
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Shared voting power
5,255,524 |
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(9) |
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Sole dispositive power
31,685 |
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(10) |
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Shared dispositive power
5,230,474 |
| (11) |
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Aggregate amount beneficially owned by each reporting person:
5,255,524 |
| (12) |
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Check box if the aggregate amount in
Row (11) excludes certain shares: N/A |
| (13) |
|
Percent of class represented by amount
in Row 11: 14.19% |
| (14) |
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Type of reporting person:
IN |
SCHEDULE 13D/A
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| CUSIP No. 26882D109 |
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Page 6 of 9 Pages |
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| (1) |
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Name of
reporting person George G. Villere |
| (2) |
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Check the appropriate box if a member
of a group* (a) ¨ (b) x |
| (3) |
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SEC use only
|
| (4) |
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Source of funds (see instructions)
OO |
| (5) |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
| (6) |
|
Citizenship or place or
organization Louisiana |
| Number of
shares beneficially
owned by each
reporting person
with: |
|
(7) |
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Sole voting power
|
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(8) |
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Shared voting power
5,255,524 |
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(9) |
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Sole dispositive power
|
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(10) |
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Shared dispositive power
5,255,524 |
| (11) |
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Aggregate amount beneficially owned by each reporting person:
5,255,524 |
| (12) |
|
Check box if the aggregate amount in
Row (11) excludes certain shares: N/A |
| (13) |
|
Percent of class represented by amount
in Row 11: 14.19% |
| (14) |
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Type of reporting person:
IN |
SCHEDULE 13D/A
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| CUSIP No. 26882D109 |
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Page
7
of 9 Pages |
| ITEM 1. |
SECURITY AND ISSUER |
This Schedule 13D/A relates to shares of the Voting Shares of
Common Stock (the “Shares”) of Epiq Systems, Inc., a Missouri corporation (the “Issuer”), whose principal executive offices are located at 501 Kansas Ave, Kansas City, KS 66105.
| ITEM 2. |
IDENTITY AND BACKGROUND |
No amendment to Item 2.
| ITEM 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item 3 of the Schedule 13D is
hereby amended and restated in its entirety to read as follows:
The 5,255,524 Shares reported herein by the Reporting Persons were
acquired at an aggregate purchase price of approximately $65.5 million. Such Shares were acquired in the ordinary course of business with investment funds in accounts managed by the Reporting Persons.
| ITEM 4. |
PURPOSE OF TRANSACTION |
Item 4 of the Schedule 13D is hereby amended by adding the
following paragraphs:
On July 30, 2015, Villere submitted to the Issuer a letter terminating the Agreement (The Agreement was
attached to the prior amendment as Ex. 99.4. The July 30 letter is attached hereto as Ex. 99.5). The termination under the terms of the Agreement was effective immediately subject to a ten-day notice period. On August 6, 2015, the Issuer
sent a letter to Villere that purports to nominate Villere’s director under the Agreement to the Issuer’s 2016 slate of directors for the 2016 annual shareholder meeting. The letter is attached as Ex. 99.6. The Company argues that this
nomination to the Issuer’s purported slate of directors for the July 2016 shareholder meeting extends the term of the Agreement. Villere does not believe that the Issuer’s actions or the August 6, 2015 letter are effective to extend
the Agreement under the terms of the Agreement or Missouri law and reserves the right to challenge the Issuer’s actions or interpretation of the Agreement.
The Reporting Persons still believe that the Common Stock at current market prices is undervalued and that the Issuer should implement
strategic alternatives as a means to enhance or maximize shareholder value. Depending on various factors, including, without limitation, the outcome of any discussions with members of the Board and the Issuer’s shareholders, the Issuer’s
financial position and strategic direction, actions taken by the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry
conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock and/or other equity, debt,
notes, instruments or other securities of the Issuer (collectively, “Securities”), disposing of any Securities, in the open market, privately negotiated transactions, or otherwise, at anytime and from time to time, and engaging in any
hedging or similar transactions with respect to the Securities. The Reporting Persons reserve the right to change their intention with respect to any and all matters referred to in subparagraphs (a )-(j) of Schedule 13D.
| ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER |
Item 5 of the Schedule 13D is hereby amended
and restated in its entirety to read as follows:
Based upon the Issuer’s quarterly report on Form 10-Q for the quarterly period
ended June 30, 2014, there were 37,041,224 shares of the Common Stock outstanding as of February 23, 2015.
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(a) |
Villere beneficially owns 5,255,524 Shares, which represents approximately 14.95% of the issued and outstanding Shares. |
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(b) |
Villere has sole power to vote and to dispose of 5,480,389 shares, and the shared power to dispose of 5,255,524 shares. |
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(c) |
Villere has not entered into any transactions on behalf of itself or its clients within the last 60 days, except the following routine transactions as a result of account maintenance and client actions:
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| Trade Date |
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Shares Purchased (Sold) |
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Price Per Share (avg) ($) |
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| Various |
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(568,031 |
) |
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$ |
16.96 |
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SCHEDULE 13D/A
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| CUSIP No. 26882D109 |
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Page
8
of 9 Pages |
| B. |
Messrs. Young, S. Villere II, S. Villere III and G. Villere |
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(a) |
Each of Messrs. Young, S. Villere II, S. Villere III and G. Villere, as a member of Villere, may be deemed the beneficial owners of the 5,255,524 Shares beneficially owned by Villere, which represents approximately
14.95% of the issued and outstanding Shares. In addition, of that 5,255,524 Shares, Mr. Young owns 17,150 Shares, Mr. S. Villere II owns 31,685 Shares and Mr. S. Villere III owns 7,900 Shares. |
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(b) |
Messrs. Young, S. Villere II, S. Villere III and G. Villere have the shared power to vote 5,255,524 Shares. Mr. Young has the sole power to vote and to dispose of 17,150 Shares. Mr. S. Villere II has sole
power to vote and to dispose of 31,685 Shares. Mr. S. Villere III has sole power to vote and to dispose of 7,900 Shares. |
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(c) |
None of Messrs. Young, S. Villere II, S. Villere III and G. Villere has entered into any transactions in the Shares during the past sixty days. |
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended to add the following items:
On July 30, 2015, Villere submitted to the Issuer a letter terminating the Agreement. The Letter is attached hereto as Exhibit 99.5 and
is incorporated herein by reference.
On August 6, 2015, the Issuer sent a letter to Villere that purports to nominate Villere’s
director under the Agreement to the Issuer’s July 2016 slate of directors for the 2016 annual shareholder meeting. The Company has stated that this nomination to the Issuer’s purported slate of directors for the July 2016 shareholder
meeting extends the Agreement. Villere does not believe that the Issuer’s actions or the August 6, 2015 letter are effective to extend the Agreement under the terms of the Agreement or Missouri law and reserves the right to challenge the
Issuer’s action or interpretation of the Agreement. The letter is attached as Ex. “99.6”.
| ITEM 7. |
MATERIAL TO BE FILED AS EXHIBITS |
Item 7 of the Schedule 13D is hereby amended to
add the following items:
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| 99.5 |
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Letter from Villere to Issuer, dated July 30, 2015 |
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| 99.6 |
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Letter from Issuer to Villere, dated August 6, 2015. |
SCHEDULE 13D/A
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| CUSIP No. 26882D109 |
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Page
9
of 9 Pages |
SIGNATURES
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.
Dated: August 13, 2015
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ST. DENIS J. VILLERE & COMPANY, L.L.C. |
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| By: |
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/s/ George Young |
| Name: |
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George Young |
| Title: |
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Member |
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GEORGE V. YOUNG |
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/s/ George Young |
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ST. DENIS J. VILLERE II |
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/s/ St. Denis J. Villere II |
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ST. DENIS J. VILLERE III |
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/s/ St. Denis J. Villere III |
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GEORGE G. VILLERE |
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/s/ George Villere |
