-----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, QHMsjTK9xlOBwBfWA2FMFFFRIhxw75wv5qvHw7y5OIHEbj4VLHEw52tZS5lRz5fa CjE6YZBQ0PMVQyzyVmNnvg== 0001177254-05-000100.txt : 20051223 0001177254-05-000100.hdr.sgml : 20051223 20051223162313 ACCESSION NUMBER: 0001177254-05-000100 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051222 FILED AS OF DATE: 20051223 DATE AS OF CHANGE: 20051223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EGI FUND 99 INVESTORS LLC CENTRAL INDEX KEY: 0001256995 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51445 FILM NUMBER: 051285620 MAIL ADDRESS: STREET 1: C/O EQUITY GROUP INVESTMENTS LLC STREET 2: TWO N RIVERSIDE PLZ CITY: CHICAGO STATE: IL ZIP: 60605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EGI FUND 01 INVESTORS LLC CENTRAL INDEX KEY: 0001160734 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51445 FILM NUMBER: 051285618 BUSINESS ADDRESS: STREET 1: 2 NORTH RIVERSIDE PLZ STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 MAIL ADDRESS: STREET 1: 2 NORTH RIVERSIDE PLZ STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Adams Respiratory Therapeutics, Inc. CENTRAL INDEX KEY: 0001319439 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 752725552 STATE OF INCORPORATION: TX FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 425 MAIN STREET CITY: CHESTER STATE: NJ ZIP: 07930 BUSINESS PHONE: (908) 879-1400 MAIL ADDRESS: STREET 1: 425 MAIN STREET CITY: CHESTER STATE: NJ ZIP: 07930 FORMER COMPANY: FORMER CONFORMED NAME: Adams Laboratories, Inc. DATE OF NAME CHANGE: 20050302 FORMER COMPANY: FORMER CONFORMED NAME: Adams Respiratory Therapeutics, Inc. DATE OF NAME CHANGE: 20050301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHAI TRUST CO LLC CENTRAL INDEX KEY: 0001250731 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51445 FILM NUMBER: 051285612 BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124663281 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EGI-Managing Member (01), L.L.C. CENTRAL INDEX KEY: 0001333591 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51445 FILM NUMBER: 051285616 BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-454-0100 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GVI Holdings, Inc. CENTRAL INDEX KEY: 0001339055 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51445 FILM NUMBER: 051285614 BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-454-0100 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SZ INVESTMENTS LLC CENTRAL INDEX KEY: 0001093566 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51445 FILM NUMBER: 051285621 BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124541800 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EGI MANAGING MEMBER 02 04 LLC CENTRAL INDEX KEY: 0001173270 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51445 FILM NUMBER: 051285615 BUSINESS ADDRESS: STREET 1: EQUITY GROUP INVESTMENTS LLC STREET 2: 2 N RIVERSIDE PALZA STE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124663281 MAIL ADDRESS: STREET 1: EQUITY GROUP INVESTMENTS LLC STREET 2: 2 N RIVERSIDE PALZA STE 600 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EGI FUND 02 04 INVESTORS LLC CENTRAL INDEX KEY: 0001173271 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51445 FILM NUMBER: 051285617 BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: STE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124663885 MAIL ADDRESS: STREET 1: C/O EQUITY GROUP INVESTMENTS STREET 2: 2 N RIVERSIDE PLZ CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EGI FUND 00 INVESTORS LLC CENTRAL INDEX KEY: 0001252800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51445 FILM NUMBER: 051285619 BUSINESS ADDRESS: STREET 1: EQUITY GROUP INVESTMENTS LLC STREET 2: TWO NORTH RIVERSIDE PLZ STE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124541800 MAIL ADDRESS: STREET 1: EQUITY GROUP INVESTMENTS LLC STREET 2: TWO NORTH RIVERSIDE PLZ STE 600 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GAMI INVESTMENTS INC CENTRAL INDEX KEY: 0001162120 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51445 FILM NUMBER: 051285613 BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: STE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-454-0100 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 4 1 formfour_ex.xml X0202 4 2005-12-22 0 0001319439 Adams Respiratory Therapeutics, Inc. ARXT 0001093566 SZ INVESTMENTS LLC TWO NORTH RIVERSIDE PLAZA CHICAGO IL 60606 0 0 1 0 0001256995 EGI FUND 99 INVESTORS LLC C/O EQUITY GROUP INVESTMENTS LLC TWO N RIVERSIDE PLZ CHICAGO IL 60605 0 0 1 0 0001252800 EGI FUND 00 INVESTORS LLC EQUITY GROUP INVESTMENTS LLC TWO NORTH RIVERSIDE PLZ STE 600 CHICAGO IL 60606 0 0 1 0 0001160734 EGI FUND 01 INVESTORS LLC 2 NORTH RIVERSIDE PLZ SUITE 600 CHICAGO IL 60606 0 0 1 0 0001173271 EGI FUND 02 04 INVESTORS LLC C/O EQUITY GROUP INVESTMENTS 2 N RIVERSIDE PLZ CHICAGO IL 60606 0 0 1 0 0001333591 EGI-Managing Member (01), L.L.C. TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO IL 60606 0 0 1 0 0001173270 EGI MANAGING MEMBER 02 04 LLC EQUITY GROUP INVESTMENTS LLC 2 N RIVERSIDE PALZA STE 600 CHICAGO IL 60606 0 0 1 0 0001339055 GVI Holdings, Inc. TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO IL 60606 0 0 1 0 0001162120 GAMI INVESTMENTS INC TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO IL 60606 0 0 1 0 0001250731 CHAI TRUST CO LLC TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO IL 60606 0 0 1 0 Common Stock, $0.01 par value 2005-12-22 4 J 0 5448434 0 D 284541 D Common Stock, $0.01 par value 2005-12-22 4 J 0 238761 0 A 238761 D Common Stock, $0.01 par value 2005-12-22 4 J 0 2547 0 A 2547 D Common Stock, $0.01 par value 2005-12-22 4 J 0 4612951 0 A 4612951 D On December 22, 2005, the following Reporting Persons made the following distributions of shares of Common Stock of the Issuer to each of their members on a pro rata basis, pursuant to a plan of partial liquidation, in accordance with the terms of their respective operating agreements, for no consideration: EGI-Fund (99) Investors, L.L.C. ("Fund 99") distributed 1,536,087 shares of Common Stock; EGI-Fund (00) Investors, L.L.C. ("Fund 00") distributed 1,075,703 shares of Common Stock; EGI-Fund (01) Investors, L.L.C. ("Fund 01") distributed 316,657 shares of Common Stock; and EGI-Fund (02-04) Investors, L.L.C. ("Fund 02-04"; together with Fund 99, Fund 00 and Fund 01, the "Distributing Entities") distributed 2,519,987 shares of Common Stock. GVI Holdings, Inc. ("GVI"), GAMI Investments, Inc. ("GAMI") and SZ Investments, L.L.C. ("SZI"), indirect members of the Distributing Entities, received an aggregate 4,854,259 shares from the distribution described in Footnote 1 above, with the remaining shares of Common Stock distributed being distributed to the other members of the Distributing Entities. The shares distributed will continue to be subject to a 90-day lockup previously granted to the underwriters in connection with the secondary public offering of the Issuer closed December 14, 2005. After giving effect to the distribution described in Footnote 1 above, Fund 99 held 80,221 shares of Common Stock, Fund 00 held 56,178 shares of Common Stock, Fund 01 held 16,537 shares of Common Stock, and Fund 02-04 held 131,605 shares of Common Stock, all of which shares are subject to the Overallotment option described in Footnote 4 below. EGI-Managing Member (01), L.L.C. is the managing member of Fund 01 ("MM-01"). EGI-Managing Member (02-04), L.L.C. ("MM-02-04") is the managing member of Fund 02-04. SZI is the managing member of each of Fund 99, Fund 00, MM-01 and MM-02-04. Chai Trust Company, L.L.C. ("Chai") is the trustee of trusts which have an indirect ownership interest in each of Fund 99, Fund 00, Fund 01, Fund 02-04, MM-01, MM-02-04 and SZI. In the underwritten, secondary public offering of the Issuer closed on December 14, 2005, each of the Distributing Entities granted to the underwriters thereunder an option to acquire up to an additional 284,541 shares of Common Stock in the aggregate from the Distributing Entities at a price of $43.75 per share within 30 calendar days of the date of the Prospectus relating to such offering (the "Overallotment"). Upon expiration of the Overallotment, to the extent not exercised, it is anticipated that any remaining shares of Common Stock then held by the Distributing Entities will be distributed to the members of such persons on the same basis as the distribution described in Footnote 1 above, and that, after giving effect thereto, none of the Distributing Entities will hold, or hold beneficial ownership of, any shares of Common Stock. Shares received by GVI from distribution by Fund 01. GVI is indirectly owned by trusts, the trustee of certain of which is Chai, and the trustee of one of which is Samuel Zell. Shares received by GAMI from distribution by Fund 01. GAMI is indirectly owned by trusts, the trustee of certain of which is Chai, and the trustee of one of which is Samuel Zell. Shares received by SZI from distribution by Fund 99, Fund 00, Fund 01 and Fund 02-04. SZI is indirectly owned by trusts, the trustee of which is Chai. The address for each Reporting Person is Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606. Donald J. Liebentritt, Vice President 2005-12-23 EX-99 2 exhibitninetynine.htm

Form 4 Joint Filer Information

Name: EGI-Fund (00) Investors, L.L.C.

Name: EGI-Fund (99) Investors, L.L.C.

Name: EGI-Fund (01) Investors, L.L.C.

Name: EGI-Fund (02-04) Investors, L.L.C.

Name: EGI-Managing Member (01), L.L.C.

Name: EGI-Managing Member (02-04), L.L.C.

Name: GAMI Investments, Inc.

Name: GVI Holdings, Inc.

Name: Chai Trust Company, L.L.C.

Address for each:

Two North Riverside Plaza, Suite 600

Chicago, Illinois 60606

Designated Filer:

SZ Investments, L.L.C.

Issuer and Ticker Symbol:

Adams Respiratory Therapeutics, Inc.

ARXT

Date of Event Requiring Statement:

December 23, 2005

Signatures:

Name: EGI-Fund (00) Investors, L.L.C.

Name: EGI-Fund (99) Investors, L.L.C.

Name: EGI-Fund (01) Investors, L.L.C.

Name: EGI-Fund (02-04) Investors, L.L.C.

Name: EGI-Managing Member (01), L.L.C.

Name: EGI-Managing Member (02-04), L.L.C.

Name: GAMI Investments, Inc.

Name: GVI Holdings, Inc.

Each by: /s/ Donald J. Liebentritt, Vice President

Chai Trust Company, L.L.C.

By: /s/ Donald J. Liebentritt, President

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