0001144204-11-025494.txt : 20110502 0001144204-11-025494.hdr.sgml : 20110502 20110502165736 ACCESSION NUMBER: 0001144204-11-025494 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110502 DATE AS OF CHANGE: 20110502 GROUP MEMBERS: BESSEMER TRUST COMPANY OF DELAWARE N.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALBANY MOLECULAR RESEARCH INC CENTRAL INDEX KEY: 0001065087 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 141742717 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-57327 FILM NUMBER: 11801550 BUSINESS ADDRESS: STREET 1: 21 CORPORATE CIRCLE STREET 2: P O BOX 15098 CITY: ALBANY STATE: NY ZIP: 12203-5154 BUSINESS PHONE: 5184640279 MAIL ADDRESS: STREET 1: 21 CORPORATE CIRCLE STREET 2: P O BOX 15098 CITY: ALBANY STATE: NY ZIP: 12203-5154 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CABLE STUART M CENTRAL INDEX KEY: 0001245693 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 9710 TWO NOTCH ROAD CITY: COLUMBIA STATE: SC ZIP: 29223 SC 13G 1 v220366_sc13g.htm SC 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

             UNDER THE SECURITIES EXCHANGE ACT OF 1934*
(Rule 13d-102)

(Amendment No. ____)

Albany Molecular Research, Inc.
(Name of Issuer)

COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)

012423109
 (CUSIP Number)
 
April 27, 2009
(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 the disclosures provided in a prior cover page.
 
 
The information required in 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).
 
 
 
 

1.
NAMES OF REPORTING PERSONS
 
Bessemer Trust Company of Delaware N.A.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
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   3,065,189
6.
SHARED VOTING POWER    -0-
7.
SOLE DISPOSITIVE POWER  3,065,189
8.
SHARED DISPOSITIVE POWER  -0-
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,065,189 *
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
10.1% **
12.
TYPE OF REPORTING PERSON
 
BK
 
 
 
 
 
1.
NAMES OF REPORTING PERSONS
 
Stuart Cable
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER   3,065,189
6.
SHARED VOTING POWER    -0-
7.
SOLE DISPOSITIVE POWER  3,065,189
8.
SHARED DISPOSITIVE POWER  -0-
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,065,189 *
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
10.1% **
12.
TYPE OF REPORTING PERSON
 
IN

* Bessemer Trust Company of Delaware N.A. (“Bessemer”) is trustee of, and Mr. Stuart Cable is a special holding direction advisor to, the following trusts: the BTDEL TTEE of Thomas D’Ambra Family Trust I UAD 2/26/97 FBO Abigail D’Ambra, which holds 1,021,729.67 shares of common stock of the Issuer, (ii) the BTDEL TTEE of Thomas D’Ambra Family Trust I UAD 2/26/97 FBO Geoffrey D’Ambra, which holds 1,021,729.67 shares of common stock of the Issuer, and (iii) the BTDEL TTEE of Thomas D’Ambra Family Trust I UAD 2/26/97 FBO Agatha D’Ambra, which holds 1,021,729.66 shares of common stock of the Issuer.  Bessemer, as the trustee of each of the above trusts, has sole voting and dispositive power over the shares subject to the direction of Mr. Cable as described below.  Mr. Cable, as a special holding direction advisor to the trusts, has the authority to direct the trustee in the exercise of all powers with respect to the shares, including investment decisions.  Neither Bessemer nor Mr. Cable has any direct or indirect pecuniary interest in the shares and therefore each of them disclaims any beneficial ownership of the shares other than under Rule 13d-3(a).
 
 
 
 

** The percentage of class is calculated based on the number of outstanding shares of common stock as of February 28, 2011 as reported in the Issuer’s latest annual report on Form 10-K, 30,330,478 shares.
 
Item 1(a).
Name of Issuer:
     
 
Albany Molecular Research, Inc.
     
Item 1(b).
Address of Issuer’s Principal Executive Offices:
     
 
26 Corporate Circle
 
Albany, New York 12203
 
    
Item 2(a).
Name of Persons Filing:
     
 
(i)
Bessemer Trust Company of Delaware N.A. (“Bessemer”)
     
 
(ii)
Stuart Cable (“Mr. Cable”)
     
Item 2(b).
Address of Principal Business Office or, if None, Residence:
     
 
(i)
Address of Bessemer: 1007 Orange Street, Suite 1450, Wilmington, DE 19801
     
 
(ii)
Address of Mr. Cable: 53 State Street, Boston, MA 02109
     
Item 2(c).
Citizenship:
     
 
Bessemer – Delaware
     
 
Mr. Cable – USA
     
Item 2(d).
Title of Class of Securities:
     
 
Common Stock, $0.01 par value per share
     
Item 2(e).
CUSIP Number:
     
 
012423109
     
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:
     
 
(1) Bessemer
     
  (a) [ ] Broker or dealer registered under Section 15 of the Act;
   
  (b) [X] 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 of 1940;
     
 
(e)
[ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
     
 
(f)
[ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
     
 
(g)
[ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
     
 
(h)
[ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
 
(i)
[ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
     
 
(j)
[ ] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
     
 
(k)
[ ] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
     
 
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____________________
     
  (2) Mr. Cable
     
  Not applicable.
 
Item 4.
Ownership.
                          
 
 
 
 
 
(a)
Amount beneficially owned: 3,065,189 shares of Common Stock *
       
 
(b)
Percent of class: 10.1%
       
 
(c)
Number of shares as to which such person has:
       
   
(i)
Shared power to vote or to direct the vote: 0
       
   
(ii)
 Sole power to vote or to direct the vote: 3,065,189
       
   
(iii)
Shared power to dispose or to direct the disposition of: 0
       
   
(iii)
Sole power to dispose or to direct the disposition of: 3,065,189
       
 
* Bessemer is trustee of, and Mr. Cable is a special holding direction advisor to, the following trusts: the BTDEL TTEE of Thomas D’Ambra Family Trust I UAD 2/26/97 FBO Abigail D’Ambra, which holds 1,021,729.67 shares of common stock of the Issuer, (ii) the BTDEL TTEE of Thomas D’Ambra Family Trust I UAD 2/26/97 FBO Geoffrey D’Ambra, which holds 1,021,729.67 shares of common stock of the Issuer, and (iii) the BTDEL TTEE of Thomas D’Ambra Family Trust I UAD 2/26/97 FBO Agatha D’Ambra, which holds 1,021,729.66 shares of common stock of the Issuer.  Bessemer, as the trustee of each of the above trusts, has sole voting and dispositive power over the shares subject to the direction of Mr. Cable as described below. Mr. Cable, as a special holding direction advisor to the trusts, has the authority to direct the trustee in the exercise of all powers with respect to the shares, including investment decisions.  Neither Bessemer nor Mr. Cable has any direct or indirect pecuniary interest in the shares and therefore each of them disclaims any beneficial ownership of the shares other than under Rule 13d-3(a).

Item 5.
Ownership of Five Percent or Less of a Class.
   
 
Not applicable.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
   
 
Not applicable.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
 
Not applicable.
   
Item 8.
Identification and Classification of Members of the Group.
   
 
See Exhibit B attached hereto.
   
Item 9.
Notice of Dissolution of Group.
   
 
Not applicable.
   
Item 10.
Certification.
   
 
By signing below, I certify that, to the best of my 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, other than activities solely in connection with a nomination under § 240.14a-11.
 
 
 
 

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.

Date: May 2, 2011

 
Bessemer Trust Company of Delaware N.A.
 
By:
/s/ Catherine Anzalone
   
Name:  Catherine Anzalone
   
Title:     Vice President

 
Stuart Cable
   
/s/ Stuart Cable

 
 
 

EXHIBIT INDEX
 
Exhibit A.
Joint Filing Agreement
Exhibit B.
Members of Group
   

 
 
 

Exhibit A
 
JOINT FILING AGREEMENT
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe such information is inaccurate.
 
 
Bessemer Trust Company of Delaware N.A.
  
 
By:
/s/ Catherine Anzalone
  
   
Name:  Catherine Anzalone
  
   
Title:     Vice President
  

 
Stuart Cable
  
   
/s/ Stuart Cable
  

 
 
 

Exhibit B
 
MEMBERS OF GROUP
 
Bessemer Trust Company of Delaware N.A.

Stuart Cable