*
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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.
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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).
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1.
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NAMES OF REPORTING PERSONS
Bessemer Trust Company of Delaware N.A.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER 3,065,189
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6.
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SHARED VOTING POWER -0-
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7.
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SOLE DISPOSITIVE POWER 3,065,189
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8.
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SHARED DISPOSITIVE POWER -0-
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,065,189 *
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.1% **
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12.
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TYPE OF REPORTING PERSON
BK
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1.
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NAMES OF REPORTING PERSONS
Stuart Cable
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER 3,065,189
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6.
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SHARED VOTING POWER -0-
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7.
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SOLE DISPOSITIVE POWER 3,065,189
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8.
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SHARED DISPOSITIVE POWER -0-
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,065,189 *
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.1% **
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12.
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TYPE OF REPORTING PERSON
IN
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Item 1(a).
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Name of Issuer:
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Albany Molecular Research, Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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26 Corporate Circle
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Albany, New York 12203
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Item 2(a).
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Name of Persons Filing:
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(i)
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Bessemer Trust Company of Delaware N.A. (“Bessemer”)
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(ii)
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Stuart Cable (“Mr. Cable”)
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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(i)
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Address of Bessemer: 1007 Orange Street, Suite 1450, Wilmington, DE 19801
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(ii)
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Address of Mr. Cable: 53 State Street, Boston, MA 02109
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Item 2(c).
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Citizenship:
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Bessemer – Delaware
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Mr. Cable – USA
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Item 2(d).
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Title of Class of Securities:
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Common Stock, $0.01 par value per share
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Item 2(e).
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CUSIP Number:
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012423109
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(1) Bessemer
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(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)
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(d)
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(e)
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(f)
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(g)
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(h)
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(i)
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(j)
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(k)
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[ ] 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: ____
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If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____________________
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(2) Mr. Cable | ||
Not applicable. |
Item 4.
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Ownership.
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(a)
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Amount beneficially owned: 3,065,189 shares of Common Stock *
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(b)
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Percent of class: 10.1%
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(c)
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Number of shares as to which such person has:
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(i)
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Shared power to vote or to direct the vote: 0
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(ii)
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Sole power to vote or to direct the vote: 3,065,189
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(iii)
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Shared power to dispose or to direct the disposition of: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 3,065,189
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* 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).
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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See Exhibit B attached hereto.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certification.
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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.
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Bessemer Trust Company of Delaware N.A.
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By:
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/s/ Catherine Anzalone
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Name: Catherine Anzalone
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Title: Vice President
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Stuart Cable
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/s/ Stuart Cable
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Exhibit A.
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Joint Filing Agreement
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Exhibit B.
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Members of Group
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Bessemer Trust Company of Delaware N.A.
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By:
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/s/ Catherine Anzalone
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Name: Catherine Anzalone
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Title: Vice President
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Stuart Cable
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/s/ Stuart Cable
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