-----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, D8t7wfYVkYVB7pR0eT/DPMPFtK+AE9KE/bXdwLX5nrsxfp4WGrWfMqyT6nWzgnOA oBdSfY+9Jj4g9cLT1CxM1w== 0001104659-04-004841.txt : 20040217 0001104659-04-004841.hdr.sgml : 20040216 20040217172056 ACCESSION NUMBER: 0001104659-04-004841 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040217 GROUP MEMBERS: LESLIE L. ALEXANDER GROUP MEMBERS: MICHAEL GOLDBERG, TRUSTEE OF ALEXANDER 2003 INVESTMENT TRUST FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALEXANDER 2003 INVESTMENT TRUST CENTRAL INDEX KEY: 0001265664 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 30 LITTLE HARBOR CITY: MARBLEHEAD STATE: MA ZIP: 01945 BUSINESS PHONE: 7816392000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST MARBLEHEAD CORP CENTRAL INDEX KEY: 0001262279 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 043295311 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79549 FILM NUMBER: 04610311 BUSINESS ADDRESS: STREET 1: 30 LITTLE HARBOR CITY: MARBLEHEAD STATE: MA ZIP: 01945 BUSINESS PHONE: 7816392000 MAIL ADDRESS: STREET 1: 0 LITTLE HARBOR CITY: MARBLEHEAD STATE: MA ZIP: 01945 SC 13G 1 a04-2499_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G
(Rule 13d-102)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-l(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

 

Under the Securities Exchange Act of 1934
(Original Filing) (1)

 

The First Marblehead Corporation

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

320771 10 8

(CUSIP Number)

 

December 31, 2003

(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)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

 


(1) 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).

 



 

CUSIP No.  320771 10 8

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
The Alexander 2003 Investment Trust

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Florida

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares

 

6.

Shared Voting Power
17,300,000 shares

 

7.

Sole Dispositive Power
0 shares 

 

8.

Shared Dispositive Power
17,300,000 shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
17,300,000 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
28.0% (1)

 

 

12.

Type of Reporting Person (See Instructions)
00

 


(1)           Based on 61,786,750 shares of common stock of The First Marblehead Corporation (“Common Stock”) reported to be outstanding as of February 4, 2004 in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission for the quarter ended December 31, 2003.

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Michael Goldberg, as trustee of The Alexander 2003 Investment Trust

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares

 

6.

Shared Voting Power
17,300,000 shares (1)

 

7.

Sole Dispositive Power
0 shares

 

8.

Shared Dispositive Power
17,300,000 shares (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
17,300,000 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
28.0% (2)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)           Leslie L. Alexander may be deemed to be the beneficial owner of the shares of Common Stock held by The Alexander 2003 Investment Trust.  Mr. Alexander disclaims beneficial ownership of such shares.

 

(2)           Based on 61,786,750 shares of Common Stock reported to be outstanding as of February 4, 2004 in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission for the quarter ended December 31, 2003.

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Leslie L. Alexander

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
8,000 shares (1)

 

6.

Shared Voting Power
17,300,000 shares (2)

 

7.

Sole Dispositive Power
 8,000 shares (1)

 

8.

Shared Dispositive Power
17,300,000 shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
17,308,000 shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
28.0% (2)(3)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)           Consists of shares of Common Stock that Mr. Alexander has the right to acquire within 60 days of December 31, 2003.

 

(2)           Mr. Alexander may be deemed to be the beneficial owner of the shares of Common Stock held by The Alexander 2003 Investment Trust.  Mr. Alexander disclaims beneficial ownership of such shares.

 

(3)           Based on 61,786,750 shares of Common Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i)(D) under the Securities Exchange Act of 1934, as amended.

 

4



 

Item 1.

 

(a)

Name of Issuer
The First Marblehead Corporation

 

(b)

Address of Issuer’s Principal Executive Offices
Prudential Tower
800 Boylston Street
34th Floor
Boston, MA 02199

 

Item 2.

 

(a)

Name of Person Filing
The Alexander 2003 Investment Trust (the “Trust”)
Michael Goldberg, in his capacity as trustee of the Trust
Leslie L. Alexander

 

(b)

Address of Principal Business Office or, if none, Residence
1200 N. Federal Highway
Suite 307
Boca Raton, FL 33437

 

(c)

Citizenship
The Trust:  Florida
Mr. Goldberg:  United States of America
Mr. Alexander: United States of America

 

(d)

Title of Class of Securities
Common Stock, $0.01 par value

 

(e)

CUSIP Number
320771 10 8

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Not Applicable

 

5



 

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.

 

The Trust:

 

(a)

Amount beneficially owned:   

17,300,000

 

(b)

Percent of class:   

28.0%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

0

 

 

(ii)

Shared power to vote or to direct the vote    

17,300,000

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

17,300,000

 

 

Mr. Goldberg, as trustee of the Trust:

 

(a)

Amount beneficially owned:   

17,300,000

 

(b)

Percent of class:   

28.0%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote    

0

 

 

(ii)

Shared power to vote or to direct the vote    

17,300,000*

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

17,300,000*

 

 

Mr. Alexander

 

(a)

Amount beneficially owned:   

17,308,000*

 

(b)

Percent of class:   

28.0%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

8,000

 

 

(ii)

Shared power to vote or to direct the vote    

17,300,000*

 

 

(iii)

Sole power to dispose or to direct the disposition of   

8,000

 

 

(iv)

Shared power to dispose or to direct the disposition of   

17,300,000*


 

 

*Mr. Alexander may be deemed to be the beneficial owner of the shares of Common Stock held by the Trust.  Mr. Alexander disclaims beneficial ownership of such shares

 

6



 

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 class of securities, check the following   o.

 

Not Applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

The Trust has the right to receive dividends from, or the proceeds from the sale of, the shares held by the Trust, ownership of which is hereby reported.

 

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

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable

 

Item 10.

Certification

 

Not Applicable

 

7



 

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.

 

 

February 13, 2004

 

 

 

 

 

THE ALEXANDER 2003

 

INVESTMENT TRUST

 

 

 

By:

/s/ Michael Goldberg

 

 

 

Michael Goldberg, as Trustee

 

 

 

 

 

 

 

 

/s/ Michael Goldberg

 

 

 

Michael Goldberg, as Trustee of The Alexander 2003 Investment Trust

 

 

 

 

 

 

/s/ Leslie L. Alexander

 

 

Leslie L. Alexander

 

8



 

EXHIBIT A

 

AGREEMENT REGARDING JOINT FILING

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to file jointly on behalf of each of them the statement on Schedule 13G to which this Agreement is attached, and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Exchange Act.

 

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning the other party unless such party knows or has reason to believe that such information is inaccurate.

 

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments thereto, filed on behalf of each of the parties hereto.

 

 

Dated:  February 13, 2004

THE ALEXANDER 2003

 

 

INVESTMENT TRUST

 

 

 

 

 

 

 

By:

/s/ Michael Goldberg

 

 

 

Michael Goldberg

 

 

Trustee

 

 

 

 

 

 

/s/ Michael Goldberg

 

 

Michael Goldberg, as Trustee of The Alexander 2003 Investment Trust

 

 

 

 

 

 

 

 

/s/ Leslie L. Alexander

 

 

Leslie Alexander

 

 

9


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