-----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, E1yy04RtWctoweBUq/4TS6Jbh/Y0AubxSEDpJFl6vSYVZ4T4CTh2C3X3zjcWTY9Z pXjP27sEG9/nbLudoGPT7Q== 0000950123-03-000183.txt : 20030109 0000950123-03-000183.hdr.sgml : 20030109 20030109154308 ACCESSION NUMBER: 0000950123-03-000183 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRINCETON REVIEW INC CENTRAL INDEX KEY: 0001113668 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 223727603 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-77933 FILM NUMBER: 03509255 BUSINESS ADDRESS: STREET 1: 2315 BROADWAY CITY: NEW YORK CITY STATE: NY ZIP: 10024 BUSINESS PHONE: 2128748282 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RESERVOIR CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001091348 IRS NUMBER: 134015473 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 650 MADISON AVE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126109000 MAIL ADDRESS: STREET 1: 650 MADISON AVE STREET 2: 26TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 y82388asc13g.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __) THE PRINCETON REVIEW, INC. --------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE ---------------------------------------------------- (Title of Class of Securities) 742352107 (CUSIP Number) DECEMBER 30, 2002 ------------------------------ Date of Event Which Requires Filing of This Statement Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) Page 1 of 6 Pages SCHEDULE 13G CUSIP NO.: 742352107 (1) NAME OF REPORTING PERSON: Reservoir Capital Partners, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION: DE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (5) SOLE VOTING POWER: (6) SHARED VOTING POWER: (7) SOLE DISPOSITIVE POWER: (8) SHARED DISPOSITIVE POWER: 2,308,411 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,308,411 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 8.5% (12) TYPE OF REPORTING PERSON: PN Page 2 of 6 Pages ITEM 1(A). NAME OF ISSUER: THE PRINCETON REVIEW, INC. (THE "ISSUER") ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 2315 Broadway New York, NY 10024 --------------------------------------------------------- ITEM 2(A). NAME OF PERSON FILING: Reservoir Capital Partners, L.P. (the "Reporting Person") --------------------------------------------------------- ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 650 Madison Avenue New York, NY 10022 --------------------------------------------------------- ITEM 2(C). CITIZENSHIP: DE --------------------------------------------------------- ITEM 2(D). TITLE OF CLASS OF SECURITIES: Common Stock, $.01 par value (the "Common Stock") --------------------------------------------------------- ITEM 2(E). CUSIP NUMBER: 742352107 --------------------------------------------------------- Page 3 of 6 Pages ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: (a) |_| Broker or dealer registered under Section 15 of the Act; (b) |_| Bank as defined in Section 3(a)(6) of the Act; (c) |_| Insurance company as defined in Section 3(a)(19) of the Act; (d) |_| Investment company registered under Section 8 of the Investment Company Act; (e) |_| Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) |_| Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) |_| Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) |_| A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) |_| A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J). 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. (a) Amount beneficially owned: 2,308,411 SHARES ---------------- (b) Percent of class: 8.5% ---- (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: ____________ (ii) Shared power to vote or to direct the vote: ____________ (iii) Sole power to dispose or to direct the disposition of: ____________ Page 4 of 6 Pages (iv) Shared power to dispose or to direct the disposition of: 2,308,411 --------- 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 Person has ceased to be the beneficial owner of more than five percent of the Common Stock, check the following |_|. ITEM 6. OWNERSHIP OF MOVE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. The shares of Common Stock reflected in this statement have been pledged to the Reporting Person. Any dividends from, or the proceeds from the sale of, this Common Stock would become part of the Collateral. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. ITEM 10. CERTIFICATION. By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the shares of Common Stock 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 and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 5 of 6 Pages SIGNATURE 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. January 9, 2003 RESERVOIR CAPITAL PARTNERS, L.P. By Reservoir Capital Group, L.L.C., As General Partner By: /s/ Gregg Zeitlin -------------------------- Name: GREGG ZEITLIN Title: MANAGING DIRECTOR Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----