-----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, QRZci6f9PnVK0Xe24FaaPIYahOQU+v/DhyVN7SDVjOUU4ifpTZD3ICTf66XrE/Nk YkOQCnhuYBdE2mLjgDqD8A== 0000909518-10-000338.txt : 20100517 0000909518-10-000338.hdr.sgml : 20100517 20100514174128 ACCESSION NUMBER: 0000909518-10-000338 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100517 DATE AS OF CHANGE: 20100514 GROUP MEMBERS: PENSION CORPORATION CO-INVESTMENT (GP) LIMITED GROUP MEMBERS: THE TRUELL CHARITABLE FOUNDATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LODGENET INTERACTIVE CORP CENTRAL INDEX KEY: 0000911002 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 460371161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42773 FILM NUMBER: 10835071 BUSINESS ADDRESS: STREET 1: 3900 W. INNOVATION STREET CITY: SIOUX FALLS STATE: SD ZIP: 57107-7002 BUSINESS PHONE: (605)-988-1000 MAIL ADDRESS: STREET 1: 3900 W. INNOVATION STREET CITY: SIOUX FALLS STATE: SD ZIP: 57107-7002 FORMER COMPANY: FORMER CONFORMED NAME: LODGENET ENTERTAINMENT CORP DATE OF NAME CHANGE: 19931014 FORMER COMPANY: FORMER CONFORMED NAME: LNET INC DATE OF NAME CHANGE: 19930820 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Victorian Capital LP, Inc CENTRAL INDEX KEY: 0001459231 IRS NUMBER: 000000000 STATE OF INCORPORATION: XX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P.O. BOX 86, HAMBRO HOUSE STREET 2: ST. JULIAN'S AVENUE CITY: ST. PETER PORT STATE: XX ZIP: GY1 3ED BUSINESS PHONE: 44(0) 1481 726521 MAIL ADDRESS: STREET 1: P.O. BOX 86, HAMBRO HOUSE STREET 2: ST. JULIAN'S AVENUE CITY: ST. PETER PORT STATE: XX ZIP: GY1 3ED SC 13D/A 1 mm05-1410lodge_sc13da4.htm AMENDMENT NO.4 mm05-1410lodge_sc13da4.htm


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

 
SCHEDULE 13D
(Amendment No. 4)

Under the Securities Exchange Act of 1934
 

 
LodgeNet Interactive Corporation
 
(Name of Issuer)
Common Stock, par value $0.01 per share
 
(Title of class of securities)
 540211-10-9
(CUSIP number)
 
Danny Fox
Pension Corporation Co-Investment (GP) Limited
Hambro House, St Julian’s Court, St Julian’s Avenue, St Peter Port, Guernsey GY1 3ED
+44 1481 726 521
 
with a copy to:
 
Danielle D. Do, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(Name, address and telephone number of person authorized to receive notices and communications)
 
May 12, 2010
(Date of event which requires filing of this statement)

 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
 


 

 
 
 
CUSIP No. 540211-10-9
13D
Page 2


1.
NAME OF REPORTING PERSON:  Victorian Capital LP, Incorporated
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)  [   ]
(b)  [X]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS:
 
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [  ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Guernsey
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
SOLE VOTING POWER:
0
 
  
8.
SHARED VOTING POWER:
 
725,373 (see Item 5)
9.
SOLE DISPOSITIVE POWER:
 
0
10.
SHARED DISPOSITIVE POWER:
 
725,373 (see Item 5)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
725,373 (see Item 5)
  
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
  
[  ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
2.90% (see Item 5)
 
  
14.
TYPE OF REPORTING PERSON:
 
PN
  

 

 


 
 
 
CUSIP No. 540211-10-9
13D
Page 3


1.
NAME OF REPORTING PERSON:  Pension Corporation Co-Investment (GP) Limited
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)  [   ]
(b)  [X]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS:
 
Not applicable
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [  ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Guernsey
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
SOLE VOTING POWER:
 
0
  
8.
SHARED VOTING POWER:
 
725,373 (see Item 5)
9.
SOLE DISPOSITIVE POWER:
 
0
10.
SHARED DISPOSITIVE POWER:
 
725,373 (see Item 5)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
725,373 (see Item 5)
  
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
  
[  ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
2.90% (see Item 5)
  
14.
TYPE OF REPORTING PERSON:
 
CO
  
 

 

 
 
 
CUSIP No. 540211-10-9
13D
Page 4

 
15.
NAME OF REPORTING PERSON:  The Truell Charitable Foundation
 
16.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)  [   ]
(b)  [X]
17.
SEC USE ONLY
 
18.
SOURCE OF FUNDS:
 
Not applicable
19.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [  ]
20.
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
England and Wales
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
21.
SOLE VOTING POWER:
 
0
  
22.
SHARED VOTING POWER:
 
725,373 (see Item 5)
23.
SOLE DISPOSITIVE POWER:
 
0
24.
SHARED DISPOSITIVE POWER:
 
725,373 (see Item 5)
25.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
725,373 (see Item 5)
  
26.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
  
[  ]
27.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
2.90% (see Item 5)
  
28.
TYPE OF REPORTING PERSON:
 
OO
  

 
 
 

This Amendment No. 4 amends the Schedule 13D dated March 23, 2009, as amended (the “Schedule 13D”), and is being filed by Victorian Capital LP, Incorporated (“Victorian Capital”), Pension Corporation Co-Investment (GP) Limited (“PCCI”) and The Truell Charitable Foundation (“TCF”), with respect to the common stock, par value $0.01 per share (the “Common Stock”) of LodgeNet Interactive Corporation, a Delaware corporation (the “Issuer”).  Capitalized terms used herein but not defined shall have the meaning attributed to them in the Schedule 13D.
 
Item 5.                                Interests in the Securities of the Purchaser.
 
(a) and (b)  The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference.  As of May 14, 2010, Victorian Capital was the direct beneficial owner of 725,373 shares of Common Stock, representing approximately 2.90% of the outstanding shares of Common Stock (based on 25,052,289 shares of Common Stock outstanding as of May 3, 2010, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 7, 2010).
 
PCCI, as the sole general partner of Victorian Capital, has voting and dispositive power over the shares of Common Stock directly owned by Victorian Capital, and therefore may be deemed to beneficially own such shares.  By virtue of its ownership of all of the outstanding ordinary shares of PCCI, TCF may be deemed to be the beneficial owner of all of the shares of Common Stock beneficially owned by Victorian Capital.  The filing of this Amendment No. 4 shall not be construed as an admission that either of PCCI or TCF is, for the purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), the beneficial owner of shares covered by this Schedule 13D.  In addition, the filing of this Schedule 13D shall not be construed as an admission that either of PCCI or TCF is the beneficial owner of any shares covered by this Amendment No. 4 for any other purpose than Section 13(d) of the Exchange Act.
 
Except as disclosed in this Item 5(a) and (b), as of May 14, 2010, none of the Reporting Persons, nor, to the best of their knowledge, any of PCCI’s or TCF’s directors or executive officers, beneficially owns any shares of Common Stock or presently has the power to vote or direct the vote or to dispose or direct the disposition of any of the shares of Common Stock which they may be deemed to beneficially own.
 
(c)  Since the filing, on April 26, 2010, of Amendment No. 3 to this Schedule 13D, Victorian Capital effected transactions with respect to the Common Stock on such dates, in such amounts and at such per share prices (excluding brokerage fees) as follows:
 
 
Trade Date
  
Shares Sold
    
Highest Price per Share
    
Lowest Price per Share
    
Weighted Average Price
  
 
April 29, 2010
     5,978     $ 6.85     $ 6.85     $ 6.85  
 
April 30, 2010
     112     $ 6.85     $ 6.85     $ 6.85  
 
All such dispositions were through JP Morgan Cazenove Limited.  To the best knowledge of the Reporting Persons, none of PCCI’s or TCF’s directors or executive officers has effected any transaction in the Common Stock since April 26, 2010.
 
(d)  Not applicable.
 
 
 
5
 
 
(e)  On May 12, 2010, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding shares of Common Stock.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
A copy of the Joint Filing Agreement among the Reporting Persons is attached as Exhibit 1 hereto.
 
Item 7.
Material to be Filed as Exhibits.
 
Exhibit No.
Description
   
1
Joint Filing Agreement among Reporting Persons
 

 
 
 
 
 
 
 
 

 
  6
 

SIGNATURES
 
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: May 14, 2010
    
  Victorian Capital LP, Incorporated  
       
    By: Pension Corporation Co-Investment (GP) Limited   
           its General Partner   
         
      By:   /s/  Christine Whitehorne  
        Name:  Christine Whitehorne   
        Title: Director   
       
     
  Pension Corporation Co-Investment (GP) Limited   
       
 
By:
  /s/ Christine Whitehorne   
    Name:  Christine Whitehorne    
    Title:  Director    
       
       
 
The Truell Charitable Foundation
  
       
  By:   /s/  Kim Gozzett  
    Name:  Kim Gozzett   
    Title:  Chief Executive   
 
 
 
                                            
           

7
 
 

Exhibit Index

Exhibit No.
Description
   
1
Joint Filing Agreement among Reporting Persons
 
 
 
 
 
 
 
 
 
 
8
 EX-99.1 2 mm05-1410lodge_sc13da4e991.htm EXHIBIT 1 - JOINT FILING AGREEMENT mm05-1410lodge_sc13da4e991.htm
EXHIBIT 1



JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Amendment No. 4 to Schedule 13D filed on or about this date and any further amendments thereto, with respect to beneficial ownership by the undersigned of shares of common stock, $.01 par value per share, of LodgeNet Interactive 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.  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.


Dated: May 14, 2010
    
  Victorian Capital LP, Incorporated  
       
    By: Pension Corporation Co-Investment (GP) Limited   
           its General Partner   
         
      By:   /s/  Christine Whitehorne  
        Name:  Christine Whitehorne   
        Title: Director   
       
     
  Pension Corporation Co-Investment (GP) Limited   
       
 
By:
  /s/ Christine Whitehorne   
    Name:  Christine Whitehorne    
    Title:  Director    
       
       
 
The Truell Charitable Foundation
  
       
  By:   /s/  Kim Gozzett  
    Name:  Kim Gozzett   
    Title:  Chief Executive   
 
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