-----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, SLaWSUAQasurWJcraRc8xYORLB5mmbqMy03j4ZLWYERW+XkY8AW5M1GDBxktquQ7 ndPtU2dcTnyjBsVOJctSiA== 0000950137-05-001623.txt : 20050211 0000950137-05-001623.hdr.sgml : 20050211 20050211172550 ACCESSION NUMBER: 0000950137-05-001623 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Calamos Asset Management, Inc. /DE/ CENTRAL INDEX KEY: 0001299033 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 320122554 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80145 FILM NUMBER: 05600333 BUSINESS ADDRESS: STREET 1: 1111 E. WARRENVILLE ROAD CITY: NAPERVILLE STATE: IL ZIP: 60563-1463 BUSINESS PHONE: (630) 245-7200 MAIL ADDRESS: STREET 1: 1111 E. WARRENVILLE ROAD CITY: NAPERVILLE STATE: IL ZIP: 60563-1463 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CALAMOS JOHN P SR CENTRAL INDEX KEY: 0001248580 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1111 EAST WARRENVILLE ROAD CITY: NAPERVILLE STATE: IL ZIP: 60563-1493 BUSINESS PHONE: 630-577-9688 MAIL ADDRESS: STREET 1: 1111 E. WARRENVILLE RD. CITY: NAPERVILLE STATE: IL ZIP: 60563 SC 13G 1 c92143sc13g.htm SCHEDULE 13G sc13g
 

         
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11

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. __________)*

Calamos Asset Management, Inc.


(Name of Issuer)

Class A Common Stock, Par Value $0.01 Per Share


(Title of Class of Securities)

12811R104


(CUSIP Number)

October 27, 2004


(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)
þ 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1745 (12-02)


 

     
CUSIP No. 12811R104 13 G Page 2 of 7 Pages

  1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Calamos Family Partners, Inc.
 


  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
Delaware, United States of America


  5.   Sole Voting Power
    76,800,100*
Number of   6.   Shared Voting Power
Shares     Not applicable.
Beneficially      
Owned by Each   7.   Sole Dispositive Power
Reporting     76,800,100*
Person    
With:   8.   Shared Dispositive Power
    Not applicable.

  9. Aggregate Amount Beneficially Owned by Each Reporting Person
76,800,100*


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


  11. Percent of Class Represented by Amount In Row (9)
76.8%*


  12. Type of Reporting Person (See Instructions)
CO


  * Includes 76,800,000 membership units of Calamos Holdings LLC exchangeable on demand for shares of Class A Common Stock of the issuer and 100 shares of Class B Common Stock of the issuer convertible on demand into Shares of Class A Common Stock of the issuer, in each case pursuant to the Amended and Restated Certificate of Incorporation of the issuer. Pursuant to the Amended and Restated Certificate of Incorporation of the issuer, CFP, as a holder of shares of Class B Common Stock, is entitled to a number of votes equal to ten (10) multiplied by the sum of (x) the aggregate number of shares of Class B Common Stock held by CFP and (y) the aggregate number of membership units of Calamos Holdings LLC, or any successor entity thereto, held by CFP, divided by (z) the number of shares of Class B Common Stock held by CFP. CFP’s interest represents approximately 97.1% of the votes of the holders of the Common Stock of the issuer.



 

     
CUSIP No. 12811R104 13 G Page 3 of 7 Pages

  1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
John P. Calamos
 


  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
Citizen of the United States of America


  5.   Sole Voting Power
    77,000,100**
Number of   6.   Shared Voting Power
Shares     Not applicable.
Beneficially      
Owned by Each   7.   Sole Dispositive Power
Reporting     77,000,100**
Person    
With:   8.   Shared Dispositive Power
    Not applicable.

  9. Aggregate Amount Beneficially Owned by Each Reporting Person
77,000,100**


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


  11. Percent of Class Represented by Amount In Row (9)
77.0%**


  12. Type of Reporting Person (See Instructions)
IN


  ** Includes shares beneficially owned by Calamos Family Partners, Inc. and 200,000 membership units of Calamos Holdings LLC owned by John P. Calamos exchangeable on demand for shares of Class A Common Stock of the issuer pursuant to the Amended and Restated Certificate of Incorporation of the issuer.



 

     
Page 4 of 7 Pages
             
Item 1.
           
 
           
 
  (a)   Name of Issuer:
 
      Calamos Asset Management, Inc.
 
  (b)   Address of Issuer’s Principal Executive Offices:
 
      1111 E. Warrenville Road, Naperville, Illinois 60563.
 
           
Item 2.
           
 
           
 
  (a)   Name of Person Filing.
 
      This statement is being filed jointly by Calamos Family Partners, Inc. (“CFP”) and John P. Calamos. Mr. Calamos is the controlling stockholder of CFP.
 
  (b)   Address of Principal Business Office or, if none, Residence.
 
      Calamos Family Partners, Inc.
1111 E. Warrenville Road, Naperville, Illinois 60563
 
           
 
      John P. Calamos
1111 E. Warrenville Road, Naperville, Illinois 60563
 
           
 
  (c)   Citizenship.
 
      John P. Calamos is a citizen of the United States of America. CFP is a Delaware Corporation.
 
  (d)   Title of Class of Securities.
 
      Class A Common Stock, Par Value $0.01 Per Share
 
  (e)   CUSIP Number.
 
      12811R104
 
           
Item 3.
  Not applicable.
 
           
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.
 
           
 
  (a)   Amount Beneficially Owned: CFP beneficially owns 76,800,100* shares of Class A Common Stock. John P. Calamos beneficially owns 77,000,100** shares of Class A Common Stock (including the shares beneficially owned by CFP).
 
  (b)   Percent of Class:
 
      76.8%* of the votes of the holders of the Class A Common Stock with respect to CFP; and
77.0%** of the votes of the holders of the Class A Common Stock with respect to John P. Calamos.
 
           
 
  (c)   Number of shares as to which the person has:
      (i)   sole power to vote or to direct the vote
          76,800,100* shares of Class A Common Stock with respect to CFP; and 77,000,100** shares of Class A Common Stock with respect to John P. Calamos.
      (ii)   shared power to vote or to direct the vote
0
      (iii)   sole power to dispose or to direct the disposition of
76,800,100* shares of Class A Common Stock with respect to CFP; and 77,000,100** shares of Class A Common Stock with respect to John P. Calamos.
      (iv)   shared power to dispose or to direct the disposition of
0
           
 
  *   Includes 76,800,000 membership units of Calamos Holdings LLC exchangeable on demand for shares of Class A Common Stock of the issuer and 100 shares of Class B Common Stock of the issuer convertible on demand into Shares of Class A Common Stock of the issuer, in each case pursuant to the Amended and Restated Certificate of Incorporation of the issuer. Pursuant to the Amended and Restated Certificate of Incorporation of the issuer, CFP, as a holder of shares of Class B Common Stock, is entitled to a number of votes equal to ten (10) multiplied by the sum of (x) the aggregate number of shares of Class B Common Stock held by CFP and (y) the aggregate number of membership units of Calamos Holdings LLC, or any successor entity thereto, held by CFP, divided by (z) the number of shares of Class B Common Stock held by CFP. CFP’s interest represents approximately 97.1% of the votes of the holders of the Common Stock of the issuer.
 
 
  **   Includes shares beneficially owned by Calamos Family Partners, Inc. and 200,000 membership units of Calamos Holdings LLC owned by John P. Calamos exchangeable on demand for shares of Class A Common Stock of the issuer.


 

     
Page 5 of 7 Pages
     
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.
   
 
   
Not applicable.
   
 
Item 8.  
Identification and Classification of Member of the Group.
   
 
   
Not applicable.
   
 
Item 9.  
Notice of Dissolution of Group.
   
 
   
Not applicable.
   
 
Item 10.  
Certification.
   
 
   
Not applicable.

 


 

     
Page 6 of 7 Pages
     
EXHIBITS:
   
 
   
 99.1
  Joint Filing Agreement

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.

         
 
  CALAMOS FAMILY PARTNERS, INC.
 
       
Dated:   February 11, 2005
  By:   /s/ John P. Calamos
       
      Name: John P. Calamos
Title: President

 


 

     
Page 7 of 7 Pages

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.

     
Dated: February 11, 2005
  /s/ John P. Calamos
   
  John P. Calamos

 

EX-99.1 2 c92143exv99w1.htm JOINT FILING AGREEMENT exv99w1
 

EXHIBIT 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13G, dated February 11, 2005 (“Statement”), with respect to the Class A Common Stock, par value $0.01 per share, of Calamos Asset Management, Inc. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13G and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 11th day of February, 2005.
         
  CALAMOS FAMILY PARTNERS, INC.
 
 
         
  By:   /s/ John P. Calamos  
    Name:   John P. Calamos   
    Title:   President  
         
    /s/ John P. Calamos  
    John P. Calamos  
 

 

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