-----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, RUR7oTDNEHOnCeJ6l8OdgijLeoSDRX5TfjQE0Z2t4g80nmEZli+Tf/zD2OxU9pA/ KVuZgZ/GeuSSu0CjNFI3kA== 0001209191-05-065100.txt : 20051222 0001209191-05-065100.hdr.sgml : 20051222 20051222133601 ACCESSION NUMBER: 0001209191-05-065100 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051214 FILED AS OF DATE: 20051222 DATE AS OF CHANGE: 20051222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHUCHERT JOSEPH S CENTRAL INDEX KEY: 0001034430 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15989 FILM NUMBER: 051281249 BUSINESS ADDRESS: STREET 1: 350 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127513939 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDBERG MICHAEL B CENTRAL INDEX KEY: 0001034434 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15989 FILM NUMBER: 051281255 BUSINESS ADDRESS: STREET 1: KELSO & CO STREET 2: 320 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127513939 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WAHRHAFTIG DAVID I CENTRAL INDEX KEY: 0001055858 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15989 FILM NUMBER: 051281248 BUSINESS ADDRESS: STREET 1: 320 PARK AVE., 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127513939 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Loverro Frank J CENTRAL INDEX KEY: 0001300363 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15989 FILM NUMBER: 051281251 BUSINESS ADDRESS: BUSINESS PHONE: 212-751-3939 MAIL ADDRESS: STREET 1: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Connors James J II CENTRAL INDEX KEY: 0001323752 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15989 FILM NUMBER: 051281246 BUSINESS ADDRESS: BUSINESS PHONE: 212-751-3939 MAIL ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ENDO PHARMACEUTICALS HOLDINGS INC CENTRAL INDEX KEY: 0001100962 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 134022871 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 ENDO BOULEVARD CITY: CHADDS FORD STATE: PA ZIP: 19317 BUSINESS PHONE: 6105589800 MAIL ADDRESS: STREET 1: 100 ENDO BOULEVARD CITY: CHADDS FORD STATE: PA ZIP: 19317 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MATELICH GEORGE E CENTRAL INDEX KEY: 0001034432 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15989 FILM NUMBER: 051281250 BUSINESS ADDRESS: STREET 1: KELSO & CO STREET 2: 350 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127513939 MAIL ADDRESS: STREET 1: C/O KELSO & CO STREET 2: 320 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WALL THOMAS R IV CENTRAL INDEX KEY: 0001034433 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15989 FILM NUMBER: 051281247 BUSINESS ADDRESS: STREET 1: KELSO & CO STREET 2: 350 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127513939 MAIL ADDRESS: STREET 1: C/O KELSO & CO STREET 2: 320 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BYNUM FRANK K CENTRAL INDEX KEY: 0001034435 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15989 FILM NUMBER: 051281252 BUSINESS ADDRESS: STREET 1: KELSO & CO STREET 2: 350 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127513939 MAIL ADDRESS: STREET 1: C/O KELSO & CO STREET 2: 320 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERNEY PHILIP E CENTRAL INDEX KEY: 0001079290 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15989 FILM NUMBER: 051281253 BUSINESS ADDRESS: STREET 1: KELSO & CO STREET 2: 320 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127513939 MAIL ADDRESS: STREET 1: KELSO & COMPANY STREET 2: 320 PARK AVE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KELSO PARTNERS V L P CENTRAL INDEX KEY: 0001045750 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15989 FILM NUMBER: 051281254 BUSINESS ADDRESS: STREET 1: C/O KELSO & CO STREET 2: 350 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127513939 MAIL ADDRESS: STREET 1: C/O KELSO & CO STREET 2: 350 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 doc4.xml FORM 4 SUBMISSION X0202 4 2005-12-14 0 0001100962 ENDO PHARMACEUTICALS HOLDINGS INC ENDP 0001045750 KELSO PARTNERS V L P 320 PARK AVENUE NEW YORK NY 10022 0 0 1 0 0001079290 BERNEY PHILIP E C/O KELSO & COMPANY 320 PARK AVENUE NEW YORK NY 10022 0 0 1 0 0001034435 BYNUM FRANK K C/O KELSO & COMPANY 320 PARK AVENUE NEW YORK NY 10022 0 0 1 0 0001034434 GOLDBERG MICHAEL B C/O KELSO & COMPANY 320 PARK AVENUE NEW YORK NY 10022 1 0 1 0 0001300363 Loverro Frank J C/O KELSO & COMPANY 320 PARK AVENUE NEW YORK NY 10022 1 0 1 0 0001034432 MATELICH GEORGE E C/O KELSO & COMPANY 320 PARK AVENUE NEW YORK NY 10022 0 0 1 0 0001034430 SCHUCHERT JOSEPH S C/O KELSO & COMPANY 320 PARK AVENUE NEW YORK NY 10022 0 0 1 0 0001055858 WAHRHAFTIG DAVID I C/O KELSO & COMPANY 320 PARK AVENUE NEW YORK NY 10022 1 0 1 0 0001034433 WALL THOMAS R IV C/O KELSO & COMPANY 320 PARK AVENUE NEW YORK NY 10022 0 0 1 0 0001323752 Connors James J II C/O KELSO & COMPANY 320 PARK AVENUE NEW YORK NY 10022 0 0 1 0 Common Stock, par value $.01 per share 2005-12-14 4 X 0 1661 2.42 D 15681097 I by Endo Pharma LLC Common Stock, par value $.01 per share 2005-12-14 4 X 0 828 2.42 D 15680269 I by Endo Pharma LLC Common Stock, par value $.01 per share 2005-12-14 4 X 0 3294 2.42 D 15676975 I by Endo Pharma LLC Common Stock, par value $.01 per share 2005-12-14 4 X 0 2212 2.42 D 15674763 I by Endo Pharma LLC Common Stock, par value $.01 per share 2005-12-14 4 X 0 2969 3.00 D 15671794 I by Endo Pharma LLC Common Stock, par value $.01 per share 2005-12-14 4 X 0 340 3.00 D 15671453 I by Endo Pharma LLC Common Stock, par value $.01 per share 2005-12-14 4 X 0 4465 3.00 D 15666989 I by Endo Pharma LLC Common Stock, par value $.01 per share 2005-12-14 4 X 0 1575 3.42 D 15665414 I by Endo Pharma LLC Call Obligation (obligation to sell) 2.42 2005-12-14 4 X 0 1661 2.42 D 2005-10-13 2007-08-26 Common Stock 1661 1011085 I By Endo Pharma LLC Call Obligation (obligation to sell) 2.42 2005-12-14 4 X 0 828 2.42 D 2005-10-13 2007-08-26 Common Stock 828 1156781 I By Endo Pharma LLC Call Obligation (obligation to sell) 2.42 2005-12-14 4 X 0 3294 2.42 D 2005-10-13 2007-08-26 Common Stock 3294 70 I By Endo Pharma LLC Call Obligation (obligation to sell) 2.42 2005-12-14 4 X 0 2212 2.42 D 2005-10-13 2007-08-26 Common Stock 2212 0 I By Endo Pharma LLC Call Obligation (obligation to sell) 3.00 2005-12-14 4 X 0 2969 3.00 D 2005-10-13 2007-08-26 Common Stock 2969 236154 I by Endo Pharma LLC Call Obligation (obligation to sell) 3.00 2005-12-14 4 X 0 340 3.00 D 2005-10-13 2007-08-26 Common Stock 340 0 I by Endo Pharma LLC Call Obligation (obligation to sell) 3.00 2005-12-14 4 X 0 4465 3.00 D 2005-10-13 2007-08-26 Common Stock 4465 4450 I by Endo Pharma LLC Call Obligation (obligation to sell) 3.42 2005-12-14 4 X 0 1575 3.42 D 2005-10-13 2007-08-26 Common Stock 1575 0 I by Endo Pharma LLC Kelso Partners V, L.P. (KP V") is the designated filer. KP V may be deemed to share beneficial ownership of shares of Common Stock owned of record by Endo Pharma LLC by virtue of its status as a member of Endo Pharma LLC. KP V shares investment and voting power along with the other members of Endo Pharma LLC with respect to secutieties owned by Endo Pharma LLC, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest. Each individual reporting person may be deemed to share beneficial ownership of shares of Common Stock owned of record by KP V, by virtue of his status as a general partner of the general partner of KP V, and each individual shares investment and voting power along with the other general partners of KP V, but disclaims beneficial ownership of such securities except to the extent of his pecuriary interest. /s/James J. Connors, II 2005-12-22 James J. Connors, II by Power of Attorney 2005-11-08 James J. Connors, II by Power of Attorney 2005-11-09 James J. Connors, II by Power of Attorney 2005-11-08 James J. Connors, II by Power of Attorney 2005-11-08 James J. Connors, II by Power of Attorney 2005-11-08 James J. Connors, II by Power of Attorney 2005-11-08 James J. Connors, II by Power of Attorney 2005-11-08 James J. Connors, II by Power of Attorney 2005-11-08 James J. Connors, II by Power of Attorney 2005-11-08 EX-24.4_114036 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these present that each of the undersigned hereby makes, constitutes and appoints James J. Connors, II, Howard A. Matlin and Rosanna T. Leone, and each of them, with full power of substitution and resubstitution, as such undersigned's true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) executed and deliver for and on behalf of the undersigned (i) any and all Forms 3, 4 and 5 relating to Endo Pharmaceuticals Holdings Inc., a Delaware corporation (the "Company") and required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder and (ii) any and all schedules relating to the company required to be filed in accordance with Section 13(d) of the Exchange Act and the rules thereunder (together, the "Forms and Schedules"), in the undersigned's capacity as a director and/or controlling person of the Company and/or as an officer or general partner of Kelso Partners V, L.P., and/or Kelso Equity Partners V, L.P., and in and all other capacities pursuant to which such Forms and Schedules may be required to be filed by the undersigned; (2) do and perform any and all acts and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for an on behalf of he undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of November, 2005. KELSO INVESTMENT ASSOCIATES V, L.P. By: Kelso Partners V, L.P., its General Partner By: /s/ Michael B. Goldberg KELSO EQUITY PARTNERS V, L.P. By: /s/ Michael B. Goldberg KELSO PARTNERS V, L.P. By: /s/ Michael B. Goldberg /s/ Philip E. Berney Philip E. Berney /s/ Frank K. Bynum, Jr. Frank K. Bynum, Jr. /s/ James J. Connors, II James J. Connors /s/ Michael B. Goldberg Michael B. Goldberg /s/ Frank J. Loverro Frank J. Loverro /s/ George E. Matelich George E. Matelich /s/ Frank T. Nickell Frank T. Nickell /s/ Joseph S. Schuchert Joseph S. Schuchert /s/ David I. Wahrhaftig David I. Wahrhaftig /s/ Thomas R. Wall, IV Thomas R. Wall, IV STATE OF NEW YORK COUNTY OF NEW YORK On this 8th day of November, 2005, the individuals set forth on the attached Schedule A personally appeared before me, and acknowledged that s/he executed the foregoing instrument for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. /s/ Janet E. Bickelhaupt Notary Public Janet E. Bickelhaupt Notary Public, State of New York No. 31-4953453 Qualified in New York County My Commission Expires: 1/10/07 Schedule A Michael B. Goldberg, as the General Partner of Kelso Partners V, L.P. and Kelso Equity Partners V, L.P. Philip E. Berney Frank K. Bynum, Jr. James J. Connors, II Michael B. Goldberg George E. Matelich Frank J. Loverro Frank T. Nickell Joseph S. Schuchert David I. Wahrhaftig Thomas R. Wall, IV -----END PRIVACY-ENHANCED MESSAGE-----