0000902664-12-000933.txt : 20120706 0000902664-12-000933.hdr.sgml : 20120706 20120706102751 ACCESSION NUMBER: 0000902664-12-000933 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120706 DATE AS OF CHANGE: 20120706 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KNOLOGY INC CENTRAL INDEX KEY: 0001096788 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 582424258 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79543 FILM NUMBER: 12949684 BUSINESS ADDRESS: STREET 1: 1241 O G SKINNER DRIVE CITY: WEST POINT STATE: GA ZIP: 31833 BUSINESS PHONE: 7066458553 MAIL ADDRESS: STREET 1: 1241 O G SKINNER DRIVE CITY: WEST POINT STATE: GA ZIP: 318333 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Centaurus Capital LP CENTRAL INDEX KEY: 0001297966 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 33 CAVENDISH SQUARE CITY: LONDON STATE: X0 ZIP: WIG OPW BUSINESS PHONE: 020 7479 5020 MAIL ADDRESS: STREET 1: 33 CAVENDISH SQUARE CITY: LONDON STATE: X0 ZIP: WIG OPW SC 13G 1 p12-1331sc13g.htm KNOLOGY, INC. p12-1331sc13g.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
 Under the Securities Exchange Act of 1934
 
Knology, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
499183804
(CUSIP Number)
 
June 28, 2012
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
 
(Page 1 of 8 Pages)

______________________________
*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 the disclosures provided in a prior cover page.
 
The information required in 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.  499183804
 
13G
Page  2  of  8 Pages



     
1
NAMES OF REPORTING PERSONS
Centaurus Capital LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
2,195,000
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
2,195,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,195,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
12
TYPE OF REPORTING PERSON**
PN


 
 
 
CUSIP No.  499183804
 
13G
Page  3  of  8 Pages



     
1
NAMES OF REPORTING PERSONS
Centaurus Capital Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
2,195,000
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
2,195,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,195,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
12
TYPE OF REPORTING PERSON**
OO
 

 


 
 
 
CUSIP No.  499183804
 
13G
Page 4  of  8 Pages



Item 1 (a).
NAME OF ISSUER:
   
 
Knology, Inc.

Item 1(b).
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
 
1241 O.G. Skinner Drive
West Point, GA 31833

Item 2 (a).
NAME OF PERSON FILING:

 
(i)
Centaurus Capital LP, a United Kingdom limited partnership ("Centaurus"), which serves as investment manager of certain investment funds, including Centaurus Small and Mid Cap International Risk Arbitrage Master Fund Ltd, Centaurus Global Catalyst Master Fund Ltd and Centaurus International Risk Arbitrage Master Fund Ltd (collectively, the "Funds") and certain managed accounts, with respect to the shares of Common Stock directly owned by the Funds and the managed accounts; and
   
 
(ii)
Centaurus Capital Limited, a corporation organized under the laws of the United Kingdom ("CCL"), which serves as the general partner to Centaurus, with respect to the shares of Common Stock directly owned by the Funds and the managed accounts.
 
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.
   

Item 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 
33 Cavendish Square, 16th Floor, London, W1G OPW, United Kingdom

Item 2(c).
CITIZENSHIP:

 
Centaurus is a limited partnership organized under the laws of the United Kingdom.
 
CCL is a corporation organized under the laws of the United Kingdom.

Item 2(d).
TITLE OF CLASS OF SECURITIES:
   
 
Common Stock


 
 
 
CUSIP No.  499183804
 
13G
Page  5  of  8 Pages



Item 2(e).
CUSIP NUMBER:
   
 
499183804

Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK 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;
 
 
(c)
¨
Insurance company as defined in Section 3(a)(19) of the Act;
 
 
(d)
¨
Investment company registered under Section 8 of the Investment Company Act of 1940;
 
 
(e)
¨
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
 
(f)
¨
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
 
(g)
¨
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
 
(h)
¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
 
(i)
¨
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
 
 
(j)
¨
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
 
 
(k)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution:  _____________________________________.

Item 4.
OWNERSHIP.

 
The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 38,666,390 shares of Common Stock issued and outstanding as of May 1, 2012 as reported in the Form 10-Q for the quarterly period ended March 31, 2012 filed by the Company on May 10, 2012.
   
 

 

 
 
 
CUSIP No.  499183804
 
13G
Page  6  of   8 Pages

 
 A. Centaurus      
   (a)   Amount beneficially owned:  2,195,000  
   (b)   Percent of class:  5.7%  
   (c)   (i)       Sole power to vote or direct the vote: -0-
      (ii)      Shared power to vote or direct the vote:  2,195,000
      (iii)     Sole power to dispose or direct the disposition:  -0- 
      (iv)     Shared power to dispose or direct the disposition: 2,195,000
 
 B. CCL      
   (a)   Amount beneficially owned:  2,195,000  
   (b)   Percent of class:  5.7%  
   (c)   (i)       Sole power to vote or direct the vote: -0-
      (ii)      Shared power to vote or direct the vote:  2,195,000
      (iii)     Sole power to dispose or direct the disposition:  -0- 
      (iv)     Shared power to dispose or direct the disposition: 2,195,000
 
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.
   
 
Not applicable

Item 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
   
 
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.

 
Each of the Reporting Persons hereby makes the following certification:
   
 
By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


 
 
 
CUSIP No.  499183804
 
13G
Page  7 of  8 Pages



SIGNATURES
 
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
DATED:  July 5, 2012
 
CENTAURUS CAPITAL LP
 
    
By:  Centaurus Capital Limited, its General Partner
    
     
/s/ Paul Leary
    
Name:         Paul Leary
    
Title:           Director
    
     
     
CENTAURUS CAPITAL LIMITED
 
    
/s/ Paul Leary
    
Name:         Paul Leary
    
Title:           Director
    
     
     
     


 
 
 
CUSIP No.  499183804
 
13G
Page  8  of  8 Pages



EXHIBIT 1
 
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 
DATED:    July 5, 2012

CENTAURUS CAPITAL LP
 
    
By:  Centaurus Capital Limited, its General Partner
    
     
/s/ Paul Leary
    
Name:         Paul Leary
    
Title:           Director
    
     
     
CENTAURUS CAPITAL LIMITED
 
    
/s/ Paul Leary
    
Name:         Paul Leary
    
Title:           Director