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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G |
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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
(Amendment No. 1)
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
320771 10 8
(CUSIP Number)
December 31, 2004 and January 19, 2005
(Dates of Events Which Require Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting persons 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 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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(1) Based on 65,451,591 shares of common stock of The First Marblehead Corporation (Common Stock) reported to be outstanding as of January 12, 2005 in the prospectus dated January 12, 2005 filed on January 13, 2005 by the Issuer with the Securities and Exchange Commission under Rule 424(b)(4).
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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(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.
(2) Based on 65,451,591 shares of Common Stock reported to be outstanding as of January 12, 2005 in the prospectus dated January 12, 2005 filed on January 13, 2005 by the Issuer with the Securities and Exchange Commission under Rule 424(b)(4).
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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(1) Includes shares of Common Stock that Mr. Alexander has the right to acquire within 60 days of December 31, 2004.
(2) Mr. Alexander may be deemed to be the beneficial owner of the shares of Common Stock held by The Alexander 2003 Investment Trust.
(3) Based on 65,463,591 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.
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Item 1. |
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(a) |
Name
of Issuer |
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(b) |
Address
of Issuers Principal Executive Offices |
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Item 2. |
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(a) |
Name
of Person Filing |
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(b) |
Address
of Principal Business Office or, if none, Residence |
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(c) |
Citizenship |
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(d) |
Title
of Class of Securities |
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(e) |
CUSIP
Number |
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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: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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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); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Not Applicable |
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Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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The Trust: |
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(a) |
Amount beneficially owned: 14,619,259 shares as of January 21, 2005. This share amount reflects the sale by the Trust of 2,000,000 shares on January 19, 2005. |
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(b) |
Percent of class: 22.3% |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote 0 |
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(ii) |
Shared power to vote or to direct the vote 14,619,259 |
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(iii) |
Sole power to dispose or to direct the disposition of 0 |
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(iv) |
Shared power to dispose or to direct the disposition of 14,619,259 |
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Mr. Goldberg, as trustee of the Trust: |
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(a) |
Amount beneficially owned: 14,619,259 shares as of January 21, 2005. This share amount reflects the sale by the Trust of 2,000,000 shares on January 19, 2005. |
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(b) |
Percent of class: 22.3% |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote 0 |
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(ii) |
Shared power to vote or to direct the vote 14,619,259* |
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(iii) |
Sole power to dispose or to direct the disposition of 0 |
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(iv) |
Shared power to dispose or to direct the disposition of 14,619,259* |
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Mr. Alexander |
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(a) |
Amount beneficially owned: 15,312,000* shares as of January 21, 2005. This share amount reflects the sale by the Trust of 2,000,000 shares on January 19, 2005. |
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(b) |
Percent of class: 23.4% |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote 692,741 |
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(ii) |
Shared power to vote or to direct the vote 14,619,259* |
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(iii) |
Sole power to dispose or to direct the disposition of 692,741 |
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(iv) |
Shared power to dispose or to direct the disposition of 14,619,259* |
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*Mr. Alexander may be deemed to be the beneficial owner of the shares of Common Stock held by the Trust. |
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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. |
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Not Applicable |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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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. |
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Item 7. |
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. |
Identification and Classification of Members of the Group |
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Not Applicable |
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Item 9. |
Notice of Dissolution of Group |
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Not Applicable |
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Item 10. |
Certification |
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Not Applicable |
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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.
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January 21, 2005 |
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THE ALEXANDER 2003 |
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INVESTMENT TRUST |
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By: |
/s/ Michael Goldberg |
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Michael Goldberg, as Trustee |
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/s/ Michael Goldberg |
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Michael Goldberg, as Trustee of The Alexander 2003 Investment Trust |
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/s/ Leslie L. Alexander |
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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 |
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INVESTMENT TRUST |
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By: |
/s/ Michael Goldberg |
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Michael Goldberg |
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Trustee |
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/s/ Michael Goldberg |
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Michael Goldberg, as Trustee of The Alexander 2003 Investment Trust |
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/s/ Leslie L. Alexander |
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Leslie Alexander |
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