-----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, IezYxeFgMWtMXlu/l9U9gsqOI9GG5wdqKwuOICCcMz8bXQjsNQLhzsYNhEuCfDRO 8wB4+FOkI9UgEXmgjtrlwA== 0001193125-08-152093.txt : 20080716 0001193125-08-152093.hdr.sgml : 20080716 20080716170900 ACCESSION NUMBER: 0001193125-08-152093 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080716 DATE AS OF CHANGE: 20080716 GROUP MEMBERS: CENTURION CAPITAL GROUP, INC. GROUP MEMBERS: GENWORTH FINANCIAL, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EXPRESSJET HOLDINGS INC CENTRAL INDEX KEY: 0001144331 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 760517977 STATE OF INCORPORATION: DE FISCAL YEAR END: 0523 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78693 FILM NUMBER: 08955475 BUSINESS ADDRESS: STREET 1: 700 NORTH SAM HOUSTON PARKWAY WEST STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77067 BUSINESS PHONE: 832-353-1000 MAIL ADDRESS: STREET 1: 700 NORTH SAM HOUSTON PARKWAY WEST STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77067 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENWORTH FINANCIAL ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0001344551 IRS NUMBER: 953551439 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 16501 VENTURA BOULEVARD STREET 2: SUITE 201 CITY: ENCINO STATE: CA ZIP: 91436-2007 BUSINESS PHONE: 818-528-3700 MAIL ADDRESS: STREET 1: 16501 VENTURA BOULEVARD STREET 2: SUITE 201 CITY: ENCINO STATE: CA ZIP: 91436-2007 FORMER COMPANY: FORMER CONFORMED NAME: GE PRIVATE ASSET MANAGEMENT INC DATE OF NAME CHANGE: 20051116 SC 13G 1 dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )*

ExpressJet Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

30218U108

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x        Rule 13d-1(b)

¨        Rule 13d-1(c)

¨        Rule 13d-1(d)

*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.: 30218U108

 

 

1)

  

 

Names of Reporting Persons

 

Genworth Financial Asset Management, Inc.

 

2)   

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

 

3)   

SEC Use Only

 

4)   

Citizenship or Place of Organization

 

California

 

  5)   

Sole Voting Power

 

0 (See Item 4 of this Schedule 13G.)

 

Number Of

Shares

Beneficially

Owned by

Each

Person

With

  6)   

Shared Voting Power

 

3,563,845 (See Item 4 of this Schedule 13G.)

 

 

 

7)

  

 

Sole Dispositive Power

 

0 (See Item 4 of this Schedule 13G.)

 

 

 

8)

  

 

Shared Dispositive Power

 

3,563,845 (See Item 4 of this Schedule 13G.)

 

9)   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,563,845 shares (See Item 4 of this Schedule 13G.)

 

10)   

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

      ¨

 

11)   

Percent of Class Represented by Amount in Item 9

 

6.5% (See Item 4 of this Schedule 13G.)

 

12)   

Type of Reporting Person (See Instructions)

 

IA

 


CUSIP No.: 30218U108

 

 

1)

  

 

Names of Reporting Persons

 

Centurion Capital Group, Inc.

 

2)   

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

 

3)   

SEC Use Only

 

4)   

Citizenship or Place of Organization

 

Arizona

 

  5)   

Sole Voting Power

 

0 (See Item 4 of this Schedule 13G.)

 

Number Of

Shares

Beneficially

Owned by

Each

Person

With

  6)   

Shared Voting Power

 

3,563,845 (See Item 4 of this Schedule 13G.)

 

 

 

7)

  

 

Sole Dispositive Power

 

0 (See Item 4 of this Schedule 13G.)

 

 

 

8)

  

 

Shared Dispositive Power

 

3,563,845 (See Item 4 of this Schedule 13G.)

 

9)   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,563,845 shares (See Item 4 of this Schedule 13G.)

 

10)   

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

      ¨

 

11)   

Percent of Class Represented by Amount in Item 9

 

6.5% (See Item 4 of this Schedule 13G.)

 

12)   

Type of Reporting Person (See Instructions)

 

HC

 


CUSIP No.: 30218U108

 

 

1)

  

 

Names of Reporting Persons

 

Genworth Financial, Inc.

 

2)   

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

 

3)   

SEC Use Only

 

4)   

Citizenship or Place of Organization

 

Delaware

 

  5)   

Sole Voting Power

 

0 (See Item 4 of this Schedule 13G.)

 

Number Of

Shares

Beneficially

Owned by

Each

Person

With

  6)   

Shared Voting Power

 

3,563,845 (See Item 4 of this Schedule 13G.)

 

 

 

7)

  

 

Sole Dispositive Power

 

0 (See Item 4 of this Schedule 13G.)

 

 

 

8)

  

 

Shared Dispositive Power

 

3,563,845 (See Item 4 of this Schedule 13G.)

 

9)   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,563,845 shares (See Item 4 of this Schedule 13G.)

 

10)   

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

      ¨

 

11)   

Percent of Class Represented by Amount in Item 9

 

6.5% (See Item 4 of this Schedule 13G.)

 

12)   

Type of Reporting Person (See Instructions)

 

HC

 


ITEM 1.

 

(A) NAME OF ISSUER:

ExpressJet Holdings, Inc.

 

(B) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICE:

700 North Sam Houston Parkway West

Suite 200

Houston, TX 77002

ITEM 2.

 

(A) NAME OF PERSONS FILING:

Genworth Financial Asset Management, Inc. (“GFAM”)

Centurion Capital Group, Inc. (“Centurion”)

Genworth Financial, Inc. (“Genworth Financial”)

Centurion is the direct parent of GFAM and Genworth Financial is the direct parent of Centurion and the indirect parent of GFAM. An agreement among GFAM, Centurion and Genworth Financial that this statement be filed on behalf of each of them is attached hereto as Exhibit 99.1.

 

(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR IF NONE, RESIDENCE:

Genworth Financial Asset Management, Inc.

16501 Ventura Blvd., Suite 201

Encino, CA 91436

Centurion Capital Group, Inc.

16501 Ventura Blvd., Suite 201

Encino, CA 91436

Genworth Financial, Inc.

6620 West Broad Street

Richmond, VA 23230

 

(C) CITIZENSHIP OR PLACE OF ORGANIZATION:

Genworth Financial Asset Management, Inc. – California

Centurion Capital Group, Inc. – Arizona

Genworth Financial, Inc. – Delaware

 

(D) TITLE OF CLASS OF SECURITIES:

Common Stock, par value $0.01 per share (“Common Stock”)

 

(E) CUSIP NUMBER:

30218U108


ITEM 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

  (a)          Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

  (b)          Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

  (c)          Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

  (d)          Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

  (e) _X_ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). (Genworth Financial Asset Management, Inc.)

 

  (f)          An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).

 

  (g) _X_ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). (Centurion Capital Group, Inc. and Genworth Financial, Inc.)

 

  (h)          A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

 

  (i)          A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

 

  (j)          Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

 

ITEM 4.    OWNERSHIP

(a)-(c) The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages which relate to the beneficial ownership of the Common Stock of the Issuer are incorporated by reference.

GFAM is an investment adviser, registered pursuant to the Investment Advisers Act of 1940, as amended, and is the beneficial owner, as defined in Rule 13d-3 of the Act, of the Common Stock on behalf of its clients.

As of December 31, 2007, GFAM was the beneficial owner of 3,563,845 shares of Common Stock of the Issuer, representing approximately 6.5% of the shares of Common Stock outstanding (based on 54,739,575 shares reported as outstanding as of October 23, 2007, by the Issuer in its Form 10-Q for the period ended September 30, 2007, filed on October 26, 2007).

Centurion, as the direct parent of GFAM, and Genworth Financial, as the direct parent of Centurion and the indirect parent of GFAM, may be deemed to beneficially own the shares of Common Stock managed by GFAM.


ITEM 5.    OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [    ].
ITEM 6.    OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   GFAM is a registered investment adviser pursuant to the Investment Advisers Act of 1940, as amended, and is the beneficial owner, as defined in Rule 13d-3 of the Act, of the Common Stock on behalf of its clients. Each client of GFAM has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock it owns and to request to vote proxies related to the shares of Common Stock. To the knowledge of GFAM, the interest of any one client does not exceed 5% of the Common Stock.
ITEM 7.    IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
   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.

By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 16, 2008

 

Genworth Financial Asset Management, Inc.
By:   /s/ Regina M. Fink
  Name: Regina M. Fink
  Title: Vice President, Senior Counsel and           Secretary
Centurion Capital Group, Inc.
By:   /s/ Regina M. Fink
  Name: Regina M. Fink
  Title: Vice President, Senior Counsel and           Secretary
Genworth Financial, Inc.
By:   /s/ Patricia Merrill
  Name: Patricia Merrill as Attorney-in-Fact
EX-99.1 2 dex991.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

Joint Filing Agreement

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 may be filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, without the necessity of filing additional joint filing agreements. 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 it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.

Dated: July 16, 2008

 

Genworth Financial Asset Management, Inc.
By:   /s/ Regina M. Fink        
 

Name: Regina M. Fink

Title: Vice President, Senior Counsel and           Secretary

 

Centurion Capital Group, Inc.

By:   /s/ Regina M. Fink        
 

Name: Regina M. Fink

Title: Vice President, Senior Counsel and           Secretary

 

Genworth Financial, Inc.

By:   /s/ Patricia Merrill         
 

Name: Patricia Merrill

as Attorney-in-Fact

EX-99.2 3 dex992.htm EXHIBIT 99.2 Exhibit 99.2

Exhibit 99.2

POWER OF ATTORNEY

The undersigned, Genworth Financial, Inc., a Delaware corporation (hereinafter referred to as the “Corporation”), does hereby make, constitute and appoint each of J. Philip Hart, Patricia Merrill, Christine A. Ness, Richard J. Oelhafen, Jr. and Michael W. Shepherd as the Corporation’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described.

Each Attorney shall have the power and authority to execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, on behalf of the Corporation with regard to any securities owned by Genworth Financial Asset Management, Inc., Centurion Capital Group, Inc. or any of their respective subsidiaries. And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing.

Schedules, forms, documents, acknowledgements, consents and other agreements executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.

This Power of Attorney shall remain in effect until December 31, 2008 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

 

    Genworth Financial, Inc.

DATED:     July 11, 2008

    SIGNED:   /s/ Ward E. Bobitz        
     

Ward E. Bobitz

Vice President and Assistant Secretary

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