-----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, GIJwsqq6ngF8pSexhINufVSuVo1qaaGmsIrsltwmvJn6ZmymaSWpSQQXshILdSpj YbxeiGPrX3h/33M6fLKUew== 0001071955-03-000037.txt : 20030609 0001071955-03-000037.hdr.sgml : 20030609 20030609171949 ACCESSION NUMBER: 0001071955-03-000037 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030605 FILED AS OF DATE: 20030609 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LENIHAN LAWRENCE D JR CENTRAL INDEX KEY: 0001144385 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26149 FILM NUMBER: 03737890 BUSINESS ADDRESS: STREET 1: 500 NYALA FARM ROAD CITY: WESTPORT STATE: CT ZIP: 06880 MAIL ADDRESS: STREET 1: 500 NYALA FARM ROAD CITY: WESTPORT STATE: CT ZIP: 06880 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PEQUOT CAPITAL MANAGEMENT INC/CT/ CENTRAL INDEX KEY: 0001071955 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26149 FILM NUMBER: 03737891 BUSINESS ADDRESS: STREET 1: 500 NYALA FARMS ROAD CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2033192246 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: US SEARCH CORP COM CENTRAL INDEX KEY: 0001083087 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954504143 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5401 BEETHOVEN ST CITY: LOS ANGELES STATE: CA ZIP: 90066 BUSINESS PHONE: 3103026300 MAIL ADDRESS: STREET 1: 5401 BEETHOVEN ST CITY: LOS ANGELES STATE: CA ZIP: 90066 4 1 srch4june_03ex.xml X0101 4 2003-06-05 1 0001083087 US SEARCH CORP COM SRCH 0001071955 PEQUOT CAPITAL MANAGEMENT INC/CT/ 0 0 0 1 See Footnote 1 0001144385 LENIHAN LAWRENCE D JR 1 0 0 0 Common Stock 2003-06-05 4 U 0 52529702 0 D 0 I Investment Advisor Warrant for Common Stock 1.04 2002-07-18 4 U 0 223499 0 D 2002-12-20 2006-07-18 Common Stock 223499 0 I Investment Advisor Warrant for Common Stock 1.04 2002-08-05 4 U 0 52275 0 D 2001-12-20 2005-12-20 Common Stock 52275 0 I Investment Advisor Stock Option (Right-to-buy) 1.85 2000-09-07 4 U 0 70728 0 D 2001-09-07 2010-09-07 Common Stock 70728 0 I Investment Advisor Stock Option (Right-to-buy) 2.01 2001-07-25 4 U 0 50000 0 D 2001-07-31 2011-07-25 Common Stock 50000 0 I Investment Advisor Warrant for Preferred Stock 0.48 2001-06-05 4 U 0 5000 0 D 2001-06-05 2011-06-05 Common Stock 1036548 0 I Investment Advisor Warrant for Common Stock 1.04 2001-12-20 4 U 0 1117497 0 D 2001-12-20 2005-12-20 Common Stock 1117497 0 I Investment Advisor Stock Option (Right-to-buy) 0.58 2002-07-17 4 U 0 25000 0 D 2002-07-31 2012-07-17 Common Stock 25000 0 I Investment Advisor Pequot Capital Management, Inc., ("Pequot") is an investment advisor registered under Section 203 of the Investment Advisers Act of 1940 and has voting power and investment power with respect to securities in clients' accounts (the "Accounts"). Pequot disclaims any obligation to file this report, and this report shall not be deemed an admission that Pequot is subject to Section 16 with respect to the issuer or such securities. Lawrence D. Lenihan, Jr. is an employee of Pequot and served on the Board of Directors of the Issuer and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest. Pequot disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Pequot is the beneficial owner of such securities for the purposes of Rule 16(a)-1(a)(1) or (a)(2) or for any other purpose. Disposed of pursuant to an Agreement and Plan of Merger, dated as of December 13, 2002, with First American Corporation, ("FAM"), First Advantage Corporation, a wholly-owned subsidiary of FAM ("FAC"), and Stockholm Seven Merger Corp., ("Merger Sub"), pursuant to which, among other things, Merger Sub will merge with and into the Issuer (the "Merger") and the Issuer will continue as the surviving corporation and a wholly-owned subsidiary of FAC. Pursuant to the Merger, the Issuer received 2,101,188 shares of Class A Common Stock of FAC having a market value of $25.00 per share on the effective date of the Merger, June 5, 2003. This warrant was assumed by FAC in the Merger and is now exercisable into 41,462 shares of FAC Class A Common Stock with an exercise price of $12.05925 per share. This warrant was assumed by FAC in the Merger and is now exercisable into 44,700 shares of FAC Class A Common Stock with an exercise price of $26.10 per share. This option provided for the vesting of 33 1/3% of the options at the one, two, and three year anniversary of the date of the grant, beginning September 7, 2001. It was assumed by FAC in the Merger and is now exercisable into 2,829 shares of FAC Class A Common Stock with an exercise price of $46.25 per share. As of the date of this filing, 1,886 FAC Class A common shares will have vested. This option provided for the vesting of 33 1/3% of the options at the one, two, and three year anniversary of the date of the grant. This option was revised by the Issuer to fully vest, based on a vesting schedule vesting 1/12th each month over an annual period. As of the date of this filing, the option has fully vested and was assumed by FAC in the Merger and is now exercisable into 2,000 shares of FAC Class A Common Stock with an exercise price of $50.25 per share. This option, which provided for the vesting of 1/12th of the option at the end of each month subsequent to the grant date beginning July 31, 2002 was assumed by FAC in the Merger and is now exercisable into 1,000 shares of FAC Class A Common Stock with an exercise price of $14.50 per share. As of the date of this filing, 917 FAC Class A common shares will have vested. This warrant was assumed by FAC in the Merger and is now exercisable into 8,940 shares of FAC Class A Common Stock with an exercise price of $26.10 per share. This warrant was assumed by FAC in the Merger and is now exercisable into 2,091 shares of FAC Class A Common Stock with an exercise price of $26.10 per share. Richard Joslin, Principal and Authorized Officer 2003-06-09 Lawrence D. Lenihan, Jr., Director (1) 2003-06-09 -----END PRIVACY-ENHANCED MESSAGE-----