COMSYS IT Partners, Inc./Wachovia Investors, Inc.

0000950144-07-001098.txt : 20070213 0000950144-07-001098.hdr.sgml : 20070213 20070212163231 ACCESSION NUMBER: 0000950144-07-001098 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070212 DATE AS OF CHANGE: 20070212 GROUP MEMBERS: WACHOVIA CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMSYS IT PARTNERS INC CENTRAL INDEX KEY: 0000948850 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 561930691 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44909 FILM NUMBER: 07603481 BUSINESS ADDRESS: STREET 1: 4400 POST OAK PARKWAY STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 713-386-1400 MAIL ADDRESS: STREET 1: 4400 POST OAK PARKWAY STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: VENTURI PARTNERS INC DATE OF NAME CHANGE: 20030805 FORMER COMPANY: FORMER CONFORMED NAME: PERSONNEL GROUP OF AMERICA INC DATE OF NAME CHANGE: 19950802 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Wachovia Investors, Inc. CENTRAL INDEX KEY: 0001305175 IRS NUMBER: 561915240 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 301 SOUTH COLLEGE STREET CITY: CHARLOTTE STATE: NC ZIP: 28288-0630 BUSINESS PHONE: 704-374-4235 MAIL ADDRESS: STREET 1: 301 SOUTH COLLEGE STREET CITY: CHARLOTTE STATE: NC ZIP: 28288-0630 SC 13D/A 1 g05489sc13dza.htm COMSYS IT PARTNERS, INC./WACHOVIA INVESTORS, INC. COMSYS IT Partners, Inc./Wachovia Investors, Inc.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 2)*

COMSYS IT Partners, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

92330P10
(CUSIP Number)

Vincent Altamura Esq.
Legal Division NC0630
Wachovia Corporation
One Wachovia Center
301 South College Street
30^th Floor
Charlotte, North Carolina 28288-0630
(704) 383-4903

With a copy to:
T. Richard Giovannelli, Esq.
Kennedy Covington Lobdell & Hickman, L.L.P.
Hearst Tower, 47^thFloor
Charlotte, North Carolina 28202
(704) 331-7484
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 6, 2007
(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 that 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. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*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.		92330P10		Page		2		of		7 Pages

NAMES OF REPORTING PERSONS:

WACHOVIA INVESTORS, INC.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ¹

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

North Carolina

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

3,954,954

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

3,954,954

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

3,954,954

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

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

20.6%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

As a result of being party to the Voting Agreement (as described in Item 6 of the original Schedule 13D filed October 12, 2004), Wachovia Investors may be considered a member of a “group” for purposes of this Schedule 13D. Wachovia Investors expressly disclaims beneficial ownership of the shares of Common Stock (as defined herein) beneficially owned by the Other Stockholder Parties (as defined therein) to the Voting Agreement.

Page 2 of 7 Pages


CUSIP No.		92330P10		Page		3		of		7 Pages

NAMES OF REPORTING PERSONS:

WACHOVIA CORPORATION

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ²

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

North Carolina

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

3,954,954

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

3,954,954

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

3,954,954

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

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

20.6%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

As a result of Wachovia Investors being party to the Voting Agreement (as described in Item 6 of the original Schedule 13D filed October 12, 2004), Wachovia Corporation may be considered a member of a “group” for purposes of this Schedule 13D. Wachovia Corporation expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned by the Other Stockholder Parties to the Voting Agreement.

Page 3 of 7 Pages

EXPLANATORY NOTE: This Amendment No. 2 (this “Amendment”) is filed jointly on behalf of (i) Wachovia Investors, Inc., a North Carolina corporation (“Wachovia Investors”), by virtue of its direct beneficial ownership of common stock (“Common Stock”) of COMSYS IT Partners, Inc., a Delaware corporation (the “Company”), and (ii) Wachovia Corporation, a North Carolina corporation (“Wachovia Corporation”), in its capacity as the sole parent company of Wachovia Investors (together with Wachovia Investors, the “Reporting Persons”). This Amendment, among other things, supplements and amends the Schedule 13D filed by the Reporting Persons on October 12, 2004, as amended by Amendment No. 1 filed on January 30, 2007 (the “Schedule 13D”), to report the sale by Wachovia Investors of 1,277,380 shares of Common Stock pursuant to an Option Agreement entered into by Wachovia Investors on July 19, 2004. Except as provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment shall have the same meanings herein as are described to such terms in the Schedule 13D.

The Schedule 13D is hereby amended as follows:

Item 4. Purpose of Transaction.

Item 4 of this Schedule 13D is hereby amended and supplemented by adding the following:

As described in Item 6, Wachovia Investors entered the Option Agreement on July 19, 2004 with the Option Holders pursuant to which it agreed to sell an aggregate of up to 1,651,417 shares of Common Stock at an exercise price of $13.90 per share. On February 6, 2007, Wachovia Investors sold 296,582 and 77,453 shares of Common Stock to JPM Institutional and to JPM Private, respectively, pursuant to the exercise of their rights under the Option Agreement to purchase such shares. On February 9, 2007, Wachovia Investors sold 830,680 shares of Common Stock to Old Trafford, pursuant to Old Trafford’s exercise of its rights under the Option Agreement to purchase such shares. Finally, on February 12, 2007, Wachovia Investors sold 72,665 shares of Common Stock to GTCR Fund VI, pursuant to GTCR Fund VI’s exercise of its rights under the Option Agreement to purchase such shares. In accordance with the terms of the Option Agreement, the sale price of all shares sold by Wachovia Investors to JPM Institutional, JPM Private, Old Trafford and GTCR Fund VI was $13.90 per share.

After giving effect to the sale of such shares to JPM Institutional, JPM Private, Old Trafford and GTCR Fund VI, Wachovia Investors beneficially owns an aggregate of 3,954,954 shares of Common Stock, of which 374,037 shares remain subject to the terms of the Option Agreement.

Notwithstanding the foregoing, except as described in this Item 4 and in Item 6, none of the Reporting Persons has any present plan or proposal which relate to or would result in any of the matters referred to in Items (a) through (j) of Item 4 of Schedule 13D. Each Reporting Person does reserve the right to adopt such plans or proposals subject to compliance with applicable regulatory requirements.

Item 5. Interest in Securities of the Issuer.

Item 5(a) of this Schedule 13D is hereby amended and supplemented by adding the following:

(a) On February 12, 2007, after giving effect to the sale of 1,277,380 shares of Common Stock pursuant to the Option Agreement, Wachovia Investors beneficially owned an aggregate of 3,954,954 shares of Common Stock or approximately 20.6% of the outstanding Common Stock. Wachovia Corporation, in its capacity as the sole parent company of Wachovia Investors, may be deemed to beneficially own an aggregate of 3,954,954 shares, or approximately 20.6%, of the outstanding Common Stock. The foregoing amounts (i) exclude all shares that Wachovia Investors may be deemed to

Page 4 of 7 Pages

beneficially own by virtue of the Voting Agreement and (ii) do not give effect to the exercise of any option to purchase shares under the Option Agreement.

Item 5(b) and (c) of this Schedule 13D are hereby amended and restated as follows:

(b) Wachovia Investors has shared power to vote and shared power to dispose of 3,954,954 shares of the Common Stock. Wachovia Corporation, in its capacity as sole parent company of Wachovia Investors, may be deemed to have shared power to vote and shared power to dispose of 3,954,954 shares of the Common Stock. By virtue of the Voting Agreement, however, each member of the 13D Group, including Wachovia Investors and Wachovia Corporation, may be deemed to have shared power to vote all shares of Common Stock owned by the 13D Group.

(c) As previously reported, Wachovia Investors sold 2,078,061 shares of Common Stock to BMO Capital Markets Corp. on January 23, 2007 pursuant to the Underwriting Agreement at a price per share of $19.55.

Pursuant to the Option Agreement, Wachovia Investors sold 296,582 and 77,453 shares of Common Stock on February 6, 2007 to JPM Institutional and to JPM Private, respectively; 830,680 shares of Common Stock on February 9, 2007 to Old Trafford; and 72,665 shares of Common stock on February 12, 2007 to GTCR Fund VI. In accordance with the Option Agreement, the sale price for all such shares was $13.90 per share.

Except as described in this Item 5(c) and as otherwise described in Items 4, 5(a), and 6 hereto, none of the Reporting Persons has effected a transaction in shares of Common Stock during the past 60 days.

Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:

As described in Item 4, on July 19, 2004, Wachovia Investors entered into the Option Agreement with the Option Holders, pursuant to which Wachovia Investors agreed to sell up to 1,651,417 shares of Common Stock at an exercise price of $13.90 per share. As described in Item 5, Wachovia Investors sold 296,582 and 77,453 shares of Common Stock on February 6, 2007 to JPM Institutional and to JPM Private, respectively; 830,680 shares of Common Stock on February 9, 2007 to Old Trafford; and 72,665 shares of Common stock on February 12, 2007 to GTCR Fund VI. Under the terms of the Option Agreement, JP Institutional and JP Private continue to have the right to purchase up to 296,583 and 77,454 shares of Common Stock, respectively, from Wachovia Investors at an exercise price of $13.90 per share on or before December 31, 2008.

Item 7. Material to Be Filed as Exhibits


Exhibit	Name

99.1	Joint Filing Agreement, dated as of February 12, 2007 by and among the Reporting Persons	Filed herewith

Page 5 of 7 Pages

SIGNATURE

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


Dated: February 12, 2007

	WACHOVIA INVESTORS, INC.

	By: :	/s/ Courtney R. McCarthy

	Name:	Courtney R. McCarthy
	Title:	Vice President


	WACHOVIA CORPORATION

	By: :	/s/ Courtney R. McCarthy

	Name:	Courtney R. McCarthy
	Title:	Vice President

Page 6 of 7 Pages

EX-99.1 2 g05489exv99w1.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT, dated as of the 12th day of February, 2007, between Wachovia Investors, Inc. and Wachovia Corporation (collectively, the “Joint Filers”).

WHEREAS, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the parties hereto desire to satisfy any filing obligation under Section 13(d) of the Exchange Act by a single joint filing;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Joint Filers hereby agree as follows:

1. The Amendment No. 2 to Schedule 13D with respect to the Common Stock, par value $ 0.01 per share, of COMSYS IT Partners, Inc. (to which this Joint Filing Agreement is an exhibit) is filed on behalf of each of the Joint Filers.

2. Each of the Joint Filers is eligible to use Schedule 13D for the filing of information therein.

3. Each of the Joint Filers is responsible for the timely filing of Amendment No. 2 to Schedule 13D and any future amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein, provided that each such person is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

4. This Joint Filing Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument.

[signatures on following page]

IN WITNESS WHEREOF, each of the undersigned has caused this Joint Filing Agreement to be duly executed and delivered as of the date first above written.


Dated: February 12, 2007

	WACHOVIA INVESTORS, INC.

	By: :	/s/ Frederick W. Eubank, II

	Name:	Frederick W. Eubank, II
	Title:	Managing Director


	WACHOVIA CORPORATION

	By: :	/s/ Frederick W. Eubank, II

	Name:	Frederick W. Eubank, II
	Title:	Managing Director