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0000950137-08-002009.txt : 20080212 0000950137-08-002009.hdr.sgml : 20080212 20080212122322 ACCESSION NUMBER: 0000950137-08-002009 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080212 DATE AS OF CHANGE: 20080212 GROUP MEMBERS: CALAMOS FAMILY PARTNERS, INC. 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80145 FILM NUMBER: 08596739 BUSINESS ADDRESS: STREET 1: 2020 CALAMOS COURT CITY: NAPERVILLE STATE: IL ZIP: 60563-1463 BUSINESS PHONE: (630) 245-7200 MAIL ADDRESS: STREET 1: 2020 CALAMOS COURT 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/A BUSINESS ADDRESS: STREET 1: 1111 EAST WARRENVILLE ROAD CITY: NAPERVILLE STATE: IL ZIP: 60563-1493 BUSINESS PHONE: 630-245-7200 MAIL ADDRESS: STREET 1: 2020 CALAMOS COURT CITY: NAPERVILLE STATE: IL ZIP: 60563 SC 13G/A 1 c23777sc13gza.htm AMENDMENT NO. 2 TO SCHEDULE 13G sc13gza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G*

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

December 31, 2007

(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 (the “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.		12811R104	SCHEDULE 13G	Page		2		of		9 Pages


1	NAME 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

NUMBER OF			76,800,100*

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			Not applicable.

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			76,800,100*

WITH		8	SHARED DISPOSITIVE POWER

			Not applicable.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	76,800,100*

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	78.5%

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, Calamos Family Partners, Inc. (“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 97.35% of the votes of the holders of the Common Stock of the issuer.


CUSIP No.		12811R104	SCHEDULE 13G	Page		3		of		9 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John P. Calamos, Sr.


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

NUMBER OF			77,004,783.32**

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			Not applicable.

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			77,004,783.32**

WITH		8	SHARED DISPOSITIVE POWER

			Not applicable.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	77,004,783.32**

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	78.7%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

** Includes shares beneficially owned by Calamos Family Partners, Inc., 200,000 membership units of Calamos Holdings LLC owned by John P. Calamos, Sr. 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 and 4,683.32 shares beneficially owned by John P. Calamos, Sr.

This Amendment No. 2 to Schedule 13G (as so amended the “13G”) is being filed to reflect new ownership percentages of the class of securities of the issuer identified in Item 1 by the Reporting Persons. The 13G is amended and restated to read in its entirety as follows:


Item 1.
	(a)	Name of Issuer:

		Calamos Asset Management, Inc.

	(b)	Address of Issuer’s Principal Executive Offices:

		2020 Calamos Court, 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, Sr. Mr. Calamos is the controlling stockholder of CFP.

	(b)	Address of Principal Business Office or, if none, Residence.

		Calamos Family Partners, Inc. 2020 Calamos Court, Naperville, Illinois 60563

		John P. Calamos, Sr. 2020 Calamos Court, Naperville, Illinois 60563

	(c)	Citizenship.

		John P. Calamos, Sr. 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.

Page 4 of 9 Pages


		(a)		Amount Beneficially Owned: CFP beneficially owns 76,800,100* shares of Class A Common Stock. John P. Calamos, Sr. beneficially owns 77,004,783.32** shares of Class A Common Stock (including the shares beneficially owned by CFP).

		(b)		Percent of Class: 78.5%* of the votes of the holders of the Class A Common Stock with respect to CFP; and 78.7%** of the votes of the holders of the Class A Common Stock with respect to John P. Calamos, Sr.

		(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 77,004,783.32** shares of Class A Common Stock with respect to John P. Calamos, Sr.

	(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 77,004,783.32** shares of Class A Common Stock with respect to John P. Calamos, Sr.

	(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 97.35% of the votes of the holders of the Common Stock of the issuer.

**		Includes shares beneficially owned by Calamos Family Partners, Inc., 200,000 membership units of Calamos Holdings LLC owned by John P. Calamos, Sr. 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 and 4,683.32 shares of the issuer beneficially owned by John P. Calamos, Sr.

Page 5 of 9 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 9 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.


	CALAMOS FAMILY PARTNERS, INC.
Dated: February 6, 2008	By:	/s/ John P. Calamos, Sr.
		Name:	John P. Calamos, Sr.
		Title:	President

Page 7 of 9 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 6, 2008	/s/ John P. Calamos, Sr.
	John P. Calamos, Sr.

Page 8 of 9 Pages

EX-99.1 2 c23777exv99w1.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 11^th 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

Page 9 of 9 Pages