0000922423-05-000165.txt : 20120725
0000922423-05-000165.hdr.sgml : 20120725
20050208170348
ACCESSION NUMBER: 0000922423-05-000165
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050208
DATE AS OF CHANGE: 20050208
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: INTERPOOL INC
CENTRAL INDEX KEY: 0000898777
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359]
IRS NUMBER: 133467669
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-45407
FILM NUMBER: 05584737
BUSINESS ADDRESS:
STREET 1: 211 COLLEGE RD E
CITY: PRINCTON
STATE: NJ
ZIP: 08540
BUSINESS PHONE: 6094528900
MAIL ADDRESS:
STREET 1: 211 COLLEGE ROAD EAST
CITY: PRINCETON
STATE: NJ
ZIP: 08540
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: MARINER INVESTMENT GROUP INC
CENTRAL INDEX KEY: 0001096978
IRS NUMBER: 133698301
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 780 THIRD AVENUE
STREET 2: 16TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-758-6200
MAIL ADDRESS:
STREET 1: 780 THIRD AVENUE
STREET 2: 16TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
SC 13G
1
kl00217_sc13g.txt
SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Interpool, Inc.
-----------------
(Name of Issuer)
Common Stock and Class A Warrants
---------------------------------
(Title of Class of Securities)
46062R108 and 46062R124
------------------------
(CUSIP Number)
December 31, 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:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
Page 1 of 6
SCHEDULE 13G
CUSIP No. 46062R108 and 46062R124
------------------------------------------
1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Mariner Investment Group, Inc.
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------------------------------------------------------------------
5) SOLE VOTING POWER
NUMBER 1,560,205
OF -------------------------------------------------
SHARES 6) SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
EACH -------------------------------------------------
REPORTING 7) SOLE DISPOSITIVE POWER
PERSON
WITH 1,560,205
-------------------------------------------------
8) SHARED DISPOSITIVE POWER None
--------------------------------------------------------------------------------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,560,205
--------------------------------------------------------------------------------
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |_|
--------------------------------------------------------------------------------
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.41%
--------------------------------------------------------------------------------
12) TYPE OF REPORTING PERSON
IA
--------------------------------------------------------------------------------
Page 2 of 6
Item 1(a). Name of Issuer:
Interpool, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
211 College Road East
Princeton, New Jersey 08540
Item 2(a). Name of Person Filing:
Mariner Investment Group, Inc.
Item 2(b). Address of Principal Business Office or, if None, Residence:
780 Third Avenue, 16th Floor
New York, New York 10017
Item 2(c). Citizenship:
New York
Item 2(d). Title of Class of Securities:
Common Stock and Class A Warrants
Item 2(e). CUSIP Number: 46062R108 and 46062R124
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), whether the person filing is a:
|_| (a) Broker or Dealer Registered Under Section 15 of the Act
|_| (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c)
|_| (c) Insurance Company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c)
|_| (d) Investment Company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8)
|X| (e) Investment Adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E)
|_| (f) Employee benefit plan or endowment fund in accordance with
ss.240.13d- 1(b)(1)(ii)(F)
|_| (g) Parent Holding Company or control person in accordance
with ss.240.13d- 1(b)(ii)(G)
Page 3 of 6
|_| (h) Savings Association as defined in ss.3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813)
|_| (i) Church plan that is excluded from the definition of an
investment company under ss.3(c)(15) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3)
|_| (j) Group, in accordance withss.240.13d-1(b)(ii)(J)
Item 4. Ownership.
(a) Amount beneficially owned: 1,560,205
(b) Percent of class: 5.41%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,560,205
(see Note 1)
(ii) Shared power to vote or to direct the vote: None
(iii) Sole power to dispose or to direct the disposition of:
1,560,205 (see Note 1)
(iv) Shared power to dispose or to direct the disposition of:
None
The aggregate number of securities to which this Schedule 13G relates is
1,560,205 shares, representing 5.41% of the 28,844,626 shares outstanding. This
latter number is arrived at by adding the number of shares outstanding as
reported in the Issuer's most recent 10-Q for the quarter ended September 30,
2004 (27,384,421) plus the Series A Warrants issued to the Reporting Person
(1,460,205).
Note 1. Mariner Investment Group, Inc. ("Mariner"), an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940, furnishes
investment advice to several investment companies exempt from the Investment
Company Act of 1940, and serves as investment manager to certain other separate
accounts. These investment companies and accounts are the "Funds". In its role
as investment adviser or manager, Mariner possesses voting and/or investment
power over securities of the Issuer described in this schedule that are owned by
the Funds. All securities reported in this schedule are owned by the Funds.
Mariner disclaims benefial ownership of such securities.
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.
All Securities reported in this schedule are owned by advisory clients of
Mariner, no one of which to the knowledge of Mariner owns more than 5% of the
class. Mariner disclaims beneficial ownership of all such securities.
Page 4 of 6
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 Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
Page 5 of 6
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
February 8, 2005
-------------------------------
Date
/s/ Russell A. Thompson
--------------------------------
Signature
Russell A. Thompson
---------------------------------
Deputy General Counsel and
Chief Compliance Officer
Page 6 of 6