0001193125-05-036265.txt : 20120626 0001193125-05-036265.hdr.sgml : 20120626 20050224172029 ACCESSION NUMBER: 0001193125-05-036265 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050224 DATE AS OF CHANGE: 20050224 GROUP MEMBERS: GEI CAPITAL IV, LLC GROUP MEMBERS: GREEN PARTNERSHIP HOLDINGS, LLC GROUP MEMBERS: JOHN M. BAUMER GROUP MEMBERS: LEONARD GREEN & PARTNERS, L.P. GROUP MEMBERS: LGP MANAGEMENT, INC. GROUP MEMBERS: PETER J. NOLAN GROUP MEMBERS: TIMOTHY J. FLYNN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREEN EQUITY INVESTORS IV LP CENTRAL INDEX KEY: 0001243606 IRS NUMBER: 680515652 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 11111SANTA MONICA BLVD STREET 2: STE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FTD Group, Inc. CENTRAL INDEX KEY: 0001283157 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80543 FILM NUMBER: 05638141 BUSINESS ADDRESS: STREET 1: 3113 WOODCREEK DRIVE CITY: DOWNERS GROVE STATE: IL ZIP: 60515 BUSINESS PHONE: 630 719-7800 MAIL ADDRESS: STREET 1: 3113 WOODCREEK DRIVE CITY: DOWNERS GROVE STATE: IL ZIP: 60515 FORMER COMPANY: FORMER CONFORMED NAME: FDS Group, Inc. DATE OF NAME CHANGE: 20041123 FORMER COMPANY: FORMER CONFORMED NAME: MERCURY MAN HOLDINGS CORP DATE OF NAME CHANGE: 20040310 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

 

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.    )*

 

 

 

 

FTD Group, Inc.


(Name of Issuer)

 

 

Common Stock, par value $0.01 per share


(Title of Class of Securities)

 

 

30267U 10 8


(CUSIP Number)

 

 

Jennifer Bellah Maguire

Gibson, Dunn & Crutcher LLP

333 South Grand Avenue

Los Angeles, California 90071-3197

(213) 229-7986


(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

February 14, 2005


(Date of Event Which Requires Filing of Statement on Schedule 13D)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box.  ¨

 

*   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 disclosures provided in a prior cover page.

 

The information required on 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. 30267U 10 8    Schedule 13D    Page 2 of 16 Pages

 

(1)  

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

            Green Equity Investors IV, L.P.

   
(2)  

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

(a)  ¨

(b)  ¨

   
(3)  

SEC Use Only:

 

   
(4)  

Source of Funds (See Instructions):

 

            WC

   
(5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

  ¨
(6)  

Citizenship or Place of Organization:

 

            Delaware

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

(7)    Sole Voting Power

 

                0


(8)    Shared Voting Power

 

                15,406,249


(9)    Sole Dispositive Power

 

                0


(10)    Shared Dispositive Power

 

                15,406,249

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

            15,406,249

   
(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

 

¨

 

(13)  

Percent of Class Represented by Amount in Row (11):

 

            53.1% beneficial ownership of the voting stock based upon 29,016,591 shares of

            Common Stock outstanding immediately after the consummation of the Issuer’s initial

            public offering.

   
(14)  

Type of Reporting Person (See Instructions):

 

            PN

   

 

 


CUSIP No. 30267U 10 8    Schedule 13D    Page 3 of 16 Pages

 

(1)  

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

            GEI Capital IV, LLC

   
(2)  

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

(a)  ¨

(b)  ¨

   
(3)  

SEC Use Only:

 

   
(4)  

Source of Funds (See Instructions):

 

            AF

   
(5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

  ¨
(6)  

Citizenship or Place of Organization:

 

            Delaware

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

(7)    Sole Voting Power

 

                0


(8)    Shared Voting Power

 

                15,406,249


(9)    Sole Dispositive Power

 

                0


(10)    Shared Dispositive Power

 

                15,406,249

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

            15,406,249

   
(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

 

¨

 

(13)  

Percent of Class Represented by Amount in Row (11):

 

            53.1% beneficial ownership of the voting stock based upon 29,016,591 shares of

            Common Stock outstanding immediately after the consummation of the Issuer’s initial

            public offering.

   
(14)  

Type of Reporting Person (See Instructions):

 

            OO (Limited Liability Company)

   

 

 


CUSIP No. 30267U 10 8    Schedule 13D    Page 4 of 16 Pages

 

(1)  

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

            Green Partnership Holdings, LLC

   
(2)  

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

(a)  ¨

(b)  ¨

   
(3)  

SEC Use Only:

 

   
(4)  

Source of Funds (See Instructions):

 

            AF

   
(5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

  ¨
(6)  

Citizenship or Place of Organization:

 

            Delaware

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

(7)    Sole Voting Power

 

                0


(8)    Shared Voting Power

 

                15,406,249


(9)    Sole Dispositive Power

 

                0


(10)    Shared Dispositive Power

 

                15,406,249

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

            15,406,249

   
(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

 

¨

 

(13)  

Percent of Class Represented by Amount in Row (11):

 

            53.1% beneficial ownership of the voting stock based upon 29,016,591 shares of

            Common Stock outstanding immediately after the consummation of the Issuer’s initial

            public offering.

   
(14)  

Type of Reporting Person (See Instructions):

 

            OO (Limited Liability Company)

   

 

 


CUSIP No. 30267U 10 8    Schedule 13D    Page 5 of 16 Pages

 

(1)  

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

            Leonard Green & Partners, L.P.

   
(2)  

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

(a)  ¨

(b)  ¨

   
(3)  

SEC Use Only:

 

   
(4)  

Source of Funds (See Instructions):

 

            AF

   
(5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

  ¨
(6)  

Citizenship or Place of Organization:

 

            Delaware

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

(7)    Sole Voting Power

 

                0


(8)    Shared Voting Power

 

                15,406,249


(9)    Sole Dispositive Power

 

                0


(10)    Shared Dispositive Power

 

                15,406,249

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

            15,406,249

   
(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

 

¨

 

(13)  

Percent of Class Represented by Amount in Row (11):

 

            53.1% beneficial ownership of the voting stock based upon 29,016,591 shares of

            Common Stock outstanding immediately after the consummation of the Issuer’s initial

            public offering.

   
(14)  

Type of Reporting Person (See Instructions):

 

            PN

   

 

 


CUSIP No. 30267U 10 8    Schedule 13D    Page 6 of 16 Pages

 

(1)  

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

            LGP Management, Inc.

   
(2)  

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

(a)  ¨

(b)  ¨

   
(3)  

SEC Use Only:

 

   
(4)  

Source of Funds (See Instructions):

 

            AF

   
(5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

  ¨
(6)  

Citizenship or Place of Organization:

 

            Delaware

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

(7)    Sole Voting Power

 

                0


(8)    Shared Voting Power

 

                15,406,249


(9)    Sole Dispositive Power

 

                0


(10)    Shared Dispositive Power

 

                15,406,249

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

            15,406,249

   
(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

 

¨

 

(13)  

Percent of Class Represented by Amount in Row (11):

 

            53.1% beneficial ownership of the voting stock based upon 29,016,591 shares of

            Common Stock outstanding immediately after the consummation of the Issuer’s initial

            public offering.

   
(14)  

Type of Reporting Person (See Instructions):

 

            CO

   

 

 


CUSIP No. 30267U 10 8    Schedule 13D    Page 7 of 16 Pages

 

(1)  

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

            John M. Baumer

   
(2)  

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

(a)  ¨

(b)  ¨

   
(3)  

SEC Use Only:

 

   
(4)  

Source of Funds (See Instructions):

 

            AF, PF

   
(5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

  ¨
(6)  

Citizenship or Place of Organization:

 

            United States of America

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

(7)    Sole Voting Power

 

                5,000


(8)    Shared Voting Power

 

                15,406,249


(9)    Sole Dispositive Power

 

                5,000


(10)    Shared Dispositive Power

 

                15,406,249

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

            15,411,249

   
(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

 

¨

 

(13)  

Percent of Class Represented by Amount in Row (11):

 

            53.1% beneficial ownership of the voting stock based upon 29,016,591 shares of

            Common Stock outstanding immediately after the consummation of the Issuer’s initial

            public offering.

   
(14)  

Type of Reporting Person (See Instructions):

 

            IN

   

 

 


CUSIP No. 30267U 10 8    Schedule 13D    Page 8 of 16 Pages

 

(1)  

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

            Timothy J. Flynn

   
(2)  

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

(a)  ¨

(b)  ¨

   
(3)  

SEC Use Only:

 

   
(4)  

Source of Funds (See Instructions):

 

            AF

   
(5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

  ¨
(6)  

Citizenship or Place of Organization:

 

            United States of America

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

(7)    Sole Voting Power

 

                0


(8)    Shared Voting Power

 

                15,562,695


(9)    Sole Dispositive Power

 

                0


(10)    Shared Dispositive Power

 

                15,562,695

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

            15,562,695

   
(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

 

¨

 

(13)  

Percent of Class Represented by Amount in Row (11):

 

            53.6% beneficial ownership of the voting stock based upon 29,016,591 shares of

            Common Stock outstanding immediately after the consummation of the Issuer’s initial

            public offering.

   
(14)  

Type of Reporting Person (See Instructions):

 

            IN

   

 

 


CUSIP No. 30267U 10 8    Schedule 13D    Page 9 of 16 Pages

 

(1)  

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

            Peter J. Nolan

   
(2)  

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

(a)  ¨

(b)  ¨

   
(3)  

SEC Use Only:

 

   
(4)  

Source of Funds (See Instructions):

 

            AF, PF

   
(5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

  ¨
(6)  

Citizenship or Place of Organization:

 

            United States of America

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

(7)    Sole Voting Power

 

                5,000


(8)    Shared Voting Power

 

                15,406,249


(9)    Sole Dispositive Power

 

                5,000


(10)    Shared Dispositive Power

 

                15,406,249

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

            15,411,249

   
(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

 

¨

 

(13)  

Percent of Class Represented by Amount in Row (11):

 

            53.1% beneficial ownership of the voting stock based upon 29,016,591 shares of

            Common Stock outstanding immediately after the consummation of the Issuer’s initial

            public offering.

   
(14)  

Type of Reporting Person (See Instructions):

 

            IN

   

 

 


CUSIP No. 30267U 10 8    Schedule 13D    Page 10 of 16 Pages

 

ITEM 1. SECURITY AND ISSUER

 

This Statement on Schedule 13D (“Schedule 13D”) relates to the common stock, par value $0.01, (the “Common Stock”) of FTD Group, Inc., a Delaware corporation (the “Issuer”).

 

The address of the Issuer’s principal executive offices is 3113 Woodcreek Drive, Downers Grove, Illinois 60515.

 

ITEM 2. IDENTITY AND BACKGROUND

 

  (a)   This Schedule 13D is being filed by Green Equity Investors IV, L.P., a Delaware limited partnership (“GEI IV”), GEI Capital IV, LLC, a Delaware limited liability company (“GEIC”), Green Partnership Holdings, L.P., a Delaware limited partnership (“GPH”), Leonard Green & Partners, L.P., a Delaware limited partnership (“LGP”), LGP Management, Inc., a Delaware corporation (“LGPM”), John M. Baumer, Timothy J. Flynn and Peter J. Nolan (collectively, “Reporting Persons”) pursuant to their agreement to the joint filing of this Schedule 13D (the “Joint Filing Agreement,” attached hereto as Exhibit 7.3).

 

GEI IV is the record owner of the 15,406,249 shares of Common Stock of the Issuer reported herein. GEI IV’s principal business is to pursue investments. GEIC is the general partner of GEI IV. GEIC’s principal business is to act as the general partner of GEI IV. GPH is a limited partner of GEI IV. GPH’s principal business is to serve as a limited partner of GEI IV. LGP is an affiliate of GEIC. LGP’s principal business is to act as the management company of GEI IV and other affiliated funds. LGPM is the general partner of LGP. Due to their relationship with GEI IV, each of GEIC, GPH, LGP and LGPM may be deemed to have shared voting and investment power with respect to the Common Stock beneficially owned by GEI IV. As such, GEIC, GPH, LGP and LGPM may be deemed to have shared beneficial ownership of the Common Stock of which GEI IV is the owner. Each of GEIC, GPH, LGP and LGPM, however, disclaims beneficial ownership of such shares of Common Stock.

 

John M. Baumer, Timothy J. Flynn and Peter J. Nolan directly (whether through ownership interest or position) or indirectly through one or more intermediaries, may be deemed to control GEI IV, GEIC, GPH, LGP and/or LGPM. Each of Messrs. Baumer, Flynn and Nolan is a director of the Issuer and a partner of LGP and may be deemed to have shared voting and investment power with respect to the Common Stock owned by GEI IV. As such, Messrs. Baumer, Flynn and Nolan may be deemed to have shared beneficial ownership over such shares of Common Stock. Messrs. Baumer, Flynn and Nolan, however, disclaim beneficial ownership of such shares of Common Stock.

 

Timothy J. Flynn is a member of FTD Co-Investment LLC and may be deemed to have shared voting and investment power with respect to all Common Stock beneficially owned by FTD Co-Investment LLC. As such, Messr. Flynn may be deemed to have shared beneficial ownership over such shares of Common Stock. Messr. Flynn, however, disclaims beneficial ownership of such shares of Common Stock owned by FTD Co-Investment LLC.


CUSIP No. 30267U 10 8    Schedule 13D    Page 11 of 16 Pages

 

  (b)   The address of each of the Reporting Persons is 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, California 90025.

 

  (c)   Not applicable to GEI IV, GEIC, GPH, LGP or LGPM.

 

John M. Baumer is a partner of LGP and a member of the board of directors of the Issuer.

 

Timothy J. Flynn is a partner of LGP and a member of the board of directors of the Issuer.

 

Peter J. Nolan is a partner of LGP and a member of the board of directors of the Issuer.

 

  (d)   None of the Reporting Persons has been convicted in a criminal proceeding during the last five years.

 

  (e)   None of the Reporting Persons has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws, or finding any violation with respect to such laws during the last five years.

 

  (f)   Messrs. Baumer, Flynn and Nolan are each citizens of the United States of America.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

On February 24, 2004, Mercury Man Holdings Corporation (now known as the Issuer) acquired FTD, Inc. in a going private transaction (the “Going Private Transaction”). After the Going Private Transaction, GEI IV and FTD Co-Investment LLC, an affiliate of GEI IV, held 36,156,000 and 395,000 shares of Common Stock of the Issuer, respectively. See Item 6 for further discussion of the Going Private Transaction.

 

On July 7, 2004, GEI IV purchased 100,000 shares of Common Stock owned by Ann M. Hofferberth for a purchase price of $100,000 and 100,000 shares of Common Stock owned by Carrie A. Wolfe at a purchase price of $100,000. On July 12, 2004, GEI IV purchased 3,014,000 shares of Common Stock owned by Robert L. Norton for a purchase price of $3,014,000.

 

On February 14, 2005, the Issuer consummated an initial public offering (the “IPO”). Immediately prior to the consummation of the IPO, the Issuer effected a 1-for-3 reverse stock split. GEI IV acquired 2,282,914 shares of Common Stock in the IPO at the initial public offering price of $13.00 per share, using funds from working capital. FTD Co-Investment LLC acquired 24,779 shares of Common Stock in the IPO at the initial public offering price of $13.00. Immediately following the IPO, GEI IV and FTD Co-Investment LLC beneficially owned 15,406,249 and 156,446 shares of Common Stock, respectively.


CUSIP No. 30267U 10 8    Schedule 13D    Page 12 of 16 Pages

 

On February 16, 2005, John M. Baumer acquired 5,000 shares of Common Stock with personal funds.

 

On February 17, 2005, Peter J. Nolan acquired 5,000 shares of Common Stock with personal funds.

 

ITEM 4. PURPOSE OF TRANSACTION

 

GEI IV and the other Reporting Persons acquired the Common Stock for investment purposes. GEI IV and certain of the Reporting Persons, including John M. Baumer, Timothy J. Flynn and Peter J. Nolan, intend to participate in the management of the Issuer through representation on the Issuer’s board of directors. For further information, see Items 2 and 6 hereof.

 

Except as disclosed in this Item 4, none of GEI IV nor any of the other Reporting Persons has any current plans or proposals which relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons, however, will take such actions with respect to the Reporting Persons’ investments in the Issuer as deemed appropriate in light of existing circumstances from time to time and reserve the right to acquire or dispose of securities of the Issuer, or to formulate other purposes, plans or proposals in the future depending on market conditions and/or other factors.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

 

(a) and (b)

 

Reporting Persons


   Number of Shares
With Sole Voting
and Dispositive
Power


   Number of
Shares With
Shared Voting
and Dispositive
Power


   Aggregate
Number of
Shares
Beneficially
Owned


   Percentage
of Class
Beneficially
Owned


 

GEI IV

   0    15,406,249    15,406,249    53.1 %

John M. Baumer

   5,000    15,406,249    15,411,249    53.1 %

Timothy J. Flynn

   0    15,562,695    15,562,695    53.6 %

Peter J. Nolan

   5,000    15,406,249    15,411,249    53.1 %

Other Reporting Persons

   0    15,406,249    15,406,249    53.1 %


CUSIP No. 30267U 10 8    Schedule 13D    Page 13 of 16 Pages

 

  (c)   Other than the shares reported herein, none of the Reporting Persons has effected any transactions involving the Common Stock in the 60 days prior to filing this Schedule 13D.

 

  (d)   Not applicable.

 

  (e)   Not applicable.

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

Prior to February 24, 2004, FTD, Inc. was a public company listed on the Nasdaq National Market. On February 24, 2004, FTD, Inc. was acquired in a going private transaction by, and became a wholly-owned subsidiary of, the Issuer.

 

The Going Private Transaction was financed, in part, by GEI IV and FTD Co-Investment LLC, including a $72.2 million investment in the Issuer’s 14% Senior Redeemable Exchangeable Cumulative Preferred Stock (the “Senior Preferred Stock”), a $72.2 million investment in the Issuer’s 12% Junior Redeemable Exchangeable Cumulative Preferred Stock (the “Junior Preferred Stock”) and a $36.6 million investment in the Issuer’s Common Stock. The Issuer used a portion of the proceeds from the IPO to repurchase a portion of its outstanding Senior Preferred Stock, and has stated that it intends to use the remainder of the proceeds from the IPO to repurchase the remainder of the outstanding Senior Preferred Stock and all of the outstanding Junior Preferred Stock on or about February 25, 2005. As a result of these proposed repurchases, there will no longer be any Senior Preferred Stock or Junior Preferred Stock outstanding.

 

On September 30, 2004, the Issuer, GEI IV, FTD Co-Investment LLC and certain other stockholders of the Issuer entered into an Amended and Restated Stockholders Agreement (the “Stockholders Agreement”). Pursuant to the Stockholders Agreement, GEI IV has unlimited rights to demand that the Issuer file a registration statement covering the shares of the Issuer’s Common Stock held by GEI IV. GEI IV also has unlimited “piggy-back” registration rights under the Stockholders Agreement. In the event the Issuer registers any of its capital stock or any other securities under the Securities Act, GEI IV may require the Issuer to include all or a portion of its registrable securities in the registration statement. At the election of GEI IV, FTD Co-Investment LLC may participate in any demand registration or “piggy-back” registration on a pro rata basis or such other basis as GEI IV shall determine, provided that FTD Co-Investment LLC shall comply with certain terms and conditions of the Stockholders Agreement. Certain other holders of the Issuer’s Common Stock also have “piggyback” registration rights pursuant to the Stockholders Agreement.

 

Prior to the Issuer’s IPO, the Stockholders Agreement was amended by Amendment No. 1 to Amended and Restated Stockholders Agreement (the “Amendment No. 1”) to provide that the “piggy-back” registration rights provided in the Stockholders Agreement shall not apply to the registration effected by the Issuer in connection with the IPO.


CUSIP No. 30267U 10 8    Schedule 13D    Page 14 of 16 Pages

 

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Stockholders Agreement and Amendment No. 1, filed herewith as Exhibits 7.1 and 7.2 and incorporated herein by reference.

 

Other than the matters disclosed above in response to Items 4 and 5 and this Item 6, none of the Reporting Persons is party to any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

  7.1   Amended and Restated Stockholders Agreement, dated as of September 30, 2004 (incorporated by reference to Exhibit 4.5 to FTD Group, Inc.’s Form S-1, filed with the Securities and Exchange Commission on November 23, 2004).

 

  7.2   Form of Amendment No. 1 to Amended and Restated Stockholders Agreement, dated as of September 30, 2004 (incorporated by reference to Exhibit 4.11 to FTD Group, Inc.’s Form S-1/A, filed with the Securities and Exchange Commission on February 4, 2005).

 

  7.3   Joint Filing Agreement, dated February 24, 2005 (filed herewith).

 

  7.4   Power of Attorney, dated February 24, 2005 (filed herewith).


CUSIP No. 30267U 10 8    Schedule 13D    Page 15 of 16 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

 

Dated as of February 24, 2005

 

Green Equity Investors IV, L.P.
By: GEI Capital IV, LLC, its General Partner
By:  

/s/ JONATHAN D. SOKOLOFF


Name:   Jonathan D. Sokoloff
Title:   Manager
GEI Capital IV, LLC
By:  

/s/ JONATHAN D. SOKOLOFF


Name:   Jonathan D. Sokoloff
Title:   Manager
Green Partnership Holdings, LLC
By:  

/s/ JONATHAN D. SOKOLOFF


Name:   Jonathan D. Sokoloff
Title:   Member
Leonard Green & Partners, L.P.
By: LGP Management, Inc., its General Partner
By:  

/s/ JONATHAN D. SOKOLOFF


Name:   Jonathan D. Sokoloff
Title:   Vice President
LGP Management, Inc.
By:  

/s/ JONATHAN D. SOKOLOFF


Name:   Jonathan D. Sokoloff
Title:   Vice President

/s/ JOHN M. BAUMER


John M. Baumer

/s/ TIMOTHY J. FLYNN


Timothy J. Flynn

/s/ PETER J. NOLAN


Peter J. Nolan


CUSIP No. 30267U 10 8    Schedule 13D    Page 16 of 16 Pages

 

EXHIBIT INDEX

 

EXHIBIT NO.


  

DESCRIPTION


7.1    Amended and Restated Stockholders Agreement, dated as of September 30, 2004 (incorporated by reference to Exhibit 4.5 to FTD Group, Inc.’s Form S-1, filed with the Securities and Exchange Commission on November 23, 2004).
7.2    Form of Amendment No. 1 to Amended and Restated Stockholders Agreement, dated as of September 30, 2004 (incorporated by reference to Exhibit 4.11 to FTD Group, Inc.’s Form S-1/A, filed with the Securities and Exchange Commission on February 4, 2005).
7.3    Joint Filing Agreement, dated February 24, 2005 (filed herewith).
7.4    Power of Attorney, dated February 24, 2005 (filed herewith).
EX-7.3 2 dex73.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 7.3

 

Joint Filing Agreement

 

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the shares of the Common Stock of FTD Group, Inc., a Delaware corporation, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

 

The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13D and any further amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that this Agreement shall be included as an Exhibit to such joint filing.

 

This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Green Equity Investors IV, L.P.    
By: GEI Capital IV, LLC, its General Partner    
By:  

/S/ JONATHAN D. SOKOLOFF


  Date: February 24, 2005
Name:   Jonathan D. Sokoloff    
Title:   Manager    
GEI Capital IV, LLC    
By:  

/S/ JONATHAN D. SOKOLOFF


  Date: February 24, 2005
Name:   Jonathan D. Sokoloff    
Title:   Manager    
Green Partnership Holdings, LLC    
By:  

/S/ JONATHAN D. SOKOLOFF


  Date: February 24, 2005
Name:   Jonathan D. Sokoloff    
Title:   Member    
Leonard Green & Partners, L.P.    
By: LGP Management, Inc., its General Partner    
By:  

/S/ JONATHAN D. SOKOLOFF


  Date: February 24, 2005
Name:   Jonathan D. Sokoloff    
Title:   Vice President    
LGP Management, Inc.    
By:  

/S/ JONATHAN D. SOKOLOFF


  Date: February 24, 2005
Name:   Jonathan D. Sokoloff    
Title:   Vice President    


/S/ JOHN M. BAUMER


  Date: February 24, 2005
John M. Baumer    

/S/ TIMOTHY J. FLYNN


  Date: February 24, 2005
Timothy J. Flynn    

/S/ PETER J. NOLAN


  Date: February 24, 2005
Peter J. Nolan    
EX-7.4 3 dex74.htm POWER OF ATTORNEY, DATED FEBRUARY 24, 2005 Power of Attorney, dated February 24, 2005

Exhibit 7.4

 

POWER OF ATTORNEY

 

Know all by these presents, that each of the undersigned hereby constitutes and appoints Julia Chang and Lily Chang, signing singly, as the undersigned’s true and lawful attorney-in-fact to:

 

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director or beneficial owner of Common Stock of FTD Group, Inc. (the “Issuer”), the Statement on Schedule 13D (or Schedule 13G, if applicable) in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Statement on Schedule 13D (or Schedule 13G, if applicable) and all amendment(s) thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grant to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Issuer assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934, as amended.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file a Statement on Schedule 13D or Schedule 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Issuer, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 24th day of February, 2005.

 

Green Equity Investors IV, L.P.
By: GEI Capital IV, LLC, its General Partner
By:  

/s/ JONATHAN D. SOKOLOFF


Name:   Jonathan D. Sokoloff
Title:   Manager
GEI Capital IV, LLC
By:  

/s/ JONATHAN D. SOKOLOFF


Name:   Jonathan D. Sokoloff
Title:   Manager
Green Partnership Holdings, LLC
By:  

/s/ JONATHAN D. SOKOLOFF


Name:   Jonathan D. Sokoloff
Title:   Member
Leonard Green & Partners, L.P.
By: LGP Management, Inc., its General Partner
By:  

/s/ JONATHAN D. SOKOLOFF


Name:   Jonathan D. Sokoloff
Title:   Vice President
LGP Management, Inc.
By:  

/s/ JONATHAN D. SOKOLOFF


Name:   Jonathan D. Sokoloff
Title:   Vice President

/s/ JOHN M. BAUMER


John M. Baumer

/s/ TIMOTHY J. FLYNN


Timothy J. Flynn

/s/ PETER J. NOLAN


Peter J. Nolan