-----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, QRiBdTl8JKpaETCFPVfBWuy2+x1OmFOpSfmmlGgBhtEmyhiIpitTFN8PI9wKw0cz qXkbD8CrmAzkIh31C08KvA== 0000899681-03-000259.txt : 20030724 0000899681-03-000259.hdr.sgml : 20030724 20030703171708 ACCESSION NUMBER: 0000899681-03-000259 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030701 FILED AS OF DATE: 20030703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP RECOVERY INC CENTRAL INDEX KEY: 0001242002 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26088 FILM NUMBER: 03775835 MAIL ADDRESS: STREET 1: C/O GSC PARTNERS STREET 2: 500 CAMPUS DRIVE STE.220 CITY: FLORHAM PARK STATE: NJ ZIP: 07932 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC AEROSPACE & ELECTRONICS INC CENTRAL INDEX KEY: 0000790023 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 911744587 STATE OF INCORPORATION: WA FISCAL YEAR END: 0531 BUSINESS ADDRESS: STREET 1: 430 OLDS STATION RD CITY: WENATCHEE STATE: WA ZIP: 98801 BUSINESS PHONE: 5096679600 MAIL ADDRESS: STREET 1: 430 OLDS STATION ROAD CITY: WENATCHEE STATE: WA ZIP: 98801 FORMER COMPANY: FORMER CONFORMED NAME: PCT HOLDINGS INC /NV/ DATE OF NAME CHANGE: 19950223 FORMER COMPANY: FORMER CONFORMED NAME: VERAZZANA VENTURES LTD DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VERAZZANA VENTURES SYSTEMS LTD DATE OF NAME CHANGE: 19890618 4 1 edgar.xml PRIMARY DOCUMENT X0101 42003-07-01 0000790023 PACIFIC AEROSPACE & ELECTRONICS INC PFAE, OB 0001242002 GSCP RECOVERY INC 0010Common Stock2003-07-012003-07-014P02901424.001A12265021DSee FootnotesCommon Stock2003-07-012003-07-014P000A10477115ISee FootnoteCommon Stock2003-07-012003-07-014P000A3859685ISee FootnoteCommon Stock2003-07-012003-07-014P000A18882451DSee FootnoteCommon Stock2003-07-012003-07-014P000A22742136ISee FootnoteGSCP Recovery, Inc., is making this joint filing on Form 4 on its behalf and as the designated beneficial owner on behalf of the following entities and individuals: GSC Recovery II GP, L.P., GSC RII, L.L.C., GSCP (NJ) Holdings, L.P., GSCP (NJ), Inc., Greenwich Street Capital Partners II, L.P., GSCP Offshore Fund, L.P., Greenwich Street Employees Fund, L.P., Greenwich Fund, L.P., TRV Executive Fund, L.P., Greenwich Street Investments II, L.L.C., GSCP (NJ), L.P., Keith W. Abell, Alfred C. Eckert III, Robert A. Hamwee, Richard M. Hayden, Thomas V. Inglesby, Matthew C. Kaufman, Sanjay H. Patel, Christine K. Vanden Beukel and Andrew Wagner (collectively, the "Affiliates") and GSC Recovery II, L.P.Greenwich Street Capital Partners II, L.P., Greenwich Fund, L.P., Greenwich Street Employees Fund, L.P., TRV Executive Fund, L.P. and GSC Recovery II, L.P. are Delaware limited partnerships. GSCP Offshore Fund, L.P. is a Cayman Islands exempted limited partnership. GSCP Recovery, Inc. is a Cayman Islands corporation. All of the outstanding capital stock of GSCP Recovery, Inc. is owned by Greenwich Street Capital Partners II, L.P., GSCP Offshore Fund, L.P., Greenwich Street Employees Fund, L.P., Greenwich Fund, L.P. and TRV Executive Fund, L.P.GSC Recovery II GP, L.P. is the general partner of GSC Recovery II, L.P. GSCP (NJ) L.P. is the manager of Greenwich Street Capital Partners II, L.P., GSCP Offshore Fund, L.P., Greenwich Fund, L.P., Greenwich Street Employees Fund, L.P. and TRV Executive Fund, L.P. GSCP (NJ), L.P. is also the manager of GSC Recovery II, L.P. GSCP (NJ), Inc. is the general partner of GSCP (NJ), L.P. GSC RII, L.L.C. is the managing memer of GSC Recfovery II GP, L.P. GSCP (NJ) Holdings, L.P. is the generral partner of GSC RII, L.L.C. Each of Mr. Abell, Mr. Eckert III, Mr. Hamwee, Mr. Hayden, Mr. Englesby, Mr. Kaufman, Mr. Patel and Ms. Vanden Beukel is a manging member of Greenwich Street Investments II, L.L.C., a managing director, executive officer and shareholder of GSCP (NJ), Inc. and a limited partner of GSCP (NJ), L.P. and GSCP (NJ) Holdings, L.P. Mr. Kaufman is a director of the Company and filed a separate Form 4.On July 1, 2003 GSCP Recovery, Inc. purchased 2,901,424 shares of Common Stock, par value $0.001 per share (the "Common Stock") of Pacific Aerospace & Electronics, Inc. (the "Company") from a third party, bringing the total number of shares of Common Stock directly owned by GSCP Recovery, Inc. to 12,265,021.On March 19, 2002 GSC Recovery II, L.P., GSCP Recovery, Inc. and certain other holders (the "Other Holders") of Common Stock entered into an agreement regarding, among other things, the manner in which the shares of Common Stock will be voted as to the election of members of the Board of Directors of the Company (the "Voting A greement"). As a result of the Voting Agreement, GSC Recovery II, L.P., GSCP Recovery, Inc., the Affiliates and the Other Holders (the "Group") are deemed to be a group for purposes of Rule 16a-1(a)(1) of the Securities Exchange Act of 1934.GSCP Recovery, Inc. indirectly owns 10,477,115 shares of Common Stock as a result of it being a member of the Group. GSCP Recovery, Inc. disclaims beneficial ownership of the Company's securities except to the extent of its pecuniary interest in the Company's Common Stock.GSC Recovery II, L.P. is the direct owner of 3,859,685 shares of Common Stock.GSC Recovery II, L.P. indirecty owns 18,882,451 shares of Common Stock as a result of it being a member of the Group. GSC Recovery II, L.P. disclaims beneficial ownership of the Company's securities except to the extent of its pecuniary interest in the Company's Common Stock.Each Affi liate indirectly owns 22,742,136 shares of Common Stock by virtue of (i) each of their relationships with GSC Recovery II, L.P. and GSCP Recovery, Inc., described below, and (ii) GSC Recovery II, L.P. and GSCP Recovery, Inc., being members of the Group. Each Affiliate disclaims beneficial ownership of the Company's securities except to the extent of its/his pecuniary interest in the Company's Common Stock.Matthew C. Kaufman2003-07-03 EX-99 3 gscppacific-ex99_070203.txt EXHIBIT 99 JOINT FILER INFORMATION Name: GSCP Recovery, Inc. Address: 500 Campus Drive Suite 220 Florham Park, NJ 07932 Designated Filer: GSCP Recovery, Inc. Date of Event Requiring Statement: July 1, 2003 Issuer and Ticker Symbol: Pacific Aerospace & Electronics, Inc. (PFAE.OB) GSCP RECOVERY, INC. By: /s/ Matthew C. Kaufman ----------------------- Name: Matthew C. Kaufman Title: Managing Director JOINT FILER INFORMATION Name: GSC Recovery II GP, L.P. Address: 500 Campus Drive Suite 220 Florham Park, NJ 07932 Designated Filer: GSCP Recovery, Inc. Date of Event Requiring Statement: July 1, 2003 Issuer and Ticker Symbol: Pacific Aerospace & Electronics, Inc. (PFAE.OB) GSC RECOVERY II GP, L.P. By GSC RII, LLC, its general partner By GSCP (NJ) Holdings, L.P., its sole member By GSCP (NJ), Inc., its general partner By: /s/ Matthew C. Kaufman ----------------------- Name: Matthew C. Kaufman Title: Managing Director JOINT FILER INFORMATION Name: GSC RII, L.L.C. Address: 500 Campus Drive Suite 220 Florham Park, NJ 07932 Designated Filer: GSCP Recovery, Inc. Date of Event Requiring Statement: July 1, 2003 Issuer and Ticker Symbol: Pacific Aerospace & Electronics, Inc. (PFAE.OB) GSC RII, L.L.C By GSCP (NJ) Holdings, L.P., its sole member By GSCP (NJ), Inc., its general partner By: /s/ Matthew C. Kaufman ----------------------- Name: Matthew C. Kaufman Title: Managing Director JOINT FILER INFORMATION Name: GSCP (NJ) Holdings, L.P. Address: 500 Campus Drive Suite 220 Florham Park, NJ 07932 Designated Filer: GSCP Recovery, Inc. Date of Event Requiring Statement: July1, 2003 Issuer and Ticker Symbol: Pacific Aerospace & Electronics, Inc. (PFAE.OB) GSCP (NJ) HOLDINGS, L.P. By GSCP (NJ), Inc., its general partner By: /s/ Matthew C. Kaufman ----------------------- Name: Matthew C. Kaufman Title: Managing Director JOINT FILER INFORMATION Name: GSCP (NJ), Inc. Address: 500 Campus Drive Suite 220 Florham Park, NJ 07932 Designated Filer: GSCP Recovery, Inc. Date of Event Requiring Statement: July 1, 2003 Issuer and Ticker Symbol: Pacific Aerospace & Electronics, Inc. (PFAE.OB) GSCP (NJ), INC. By: /s/ Matthew C. Kaufman ----------------------- Name: Matthew C. Kaufman Title: Managing Director JOINT FILER INFORMATION Name: Greenwich Street Capital Partners II, L.P. Address: 500 Campus Drive Suite 220 Florham Park, NJ 07932 Designated Filer: GSCP Recovery, Inc. Date of Event Requiring Statement: July 1, 2003 Issuer and Ticker Symbol: Pacific Aerospace & Electronics, Inc. (PFAE.OB) GREENWICH STREET CAPITAL PARTNERS II, L.P. By Greenwich Street Investments II, L.L.C, its general partner By: /s/ Matthew C. Kaufman ----------------------- Name: Matthew C. Kaufman Title: Managing Member JOINT FILER INFORMATION Name: Greenwich Street Employees Fund, L.P. Address: 500 Campus Drive Suite 220 Florham Park, NJ 07932 Designated Filer: GSCP Recovery, Inc. Date of Event Requiring Statement: July 1, 2003 Issuer and Ticker Symbol: Pacific Aerospace & Electronics, Inc. (PFAE.OB) GREENWICH STREET EMPLOYEES FUND, L.P. By Greenwich Street Investments II, L.L.C, its general partner By: /s/ Matthew C. Kaufman ----------------------- Name: Matthew C. Kaufman Title: Managing Member JOINT FILER INFORMATION Name: Greenwich Fund, L.P. Address: 500 Campus Drive Suite 220 Florham Park, NJ 07932 Designated Filer: GSCP Recovery, Inc. Date of Event Requiring Statement: July 1, 2003 Issuer and Ticker Symbol: Pacific Aerospace & Electronics, Inc. (PFAE.OB) GREENWICH FUND, L.P. By Greenwich Street Investments II, L.L.C, its general partner By: /s/ Matthew C. Kaufman ----------------------- Name: Matthew C. Kaufman Title: Managing Member JOINT FILER INFORMATION Name: TRV Executive Fund, L.P. Address: 500 Campus Drive Suite 220 Florham Park, NJ 07932 Designated Filer: GSCP Recovery, Inc. Date of Event Requiring Statement: July 1, 2003 Issuer and Ticker Symbol: Pacific Aerospace & Electronics, Inc. (PFAE.OB) TRV EXECUTIVE FUND, L.P. By Greenwich Street Investments II, L.L.C, its general partner By: /s/ Matthew C. Kaufman ----------------------- Name: Matthew C. Kaufman Title: Managing Member JOINT FILER INFORMATION Name: Greenwich Street Investments II, L.L.C. Address: 500 Campus Drive Suite 220 Florham Park, NJ 07932 Designated Filer: GSCP Recovery, Inc. Date of Event Requiring Statement: July 1, 2003 Issuer and Ticker Symbol: Pacific Aerospace & Electronics, Inc. (PFAE.OB) GREENWICH STREET INVESTMENTS II, L.L.C. By: /s/ Matthew C. Kaufman ----------------------- Name: Matthew C. Kaufman Title: Managing Member JOINT FILER INFORMATION Name: GSCP (NJ), L.P. Address: 500 Campus Drive Suite 220 Florham Park, NJ 07932 Designated Filer: GSCP Recovery, Inc. Date of Event Requiring Statement: July 1, 2003 Issuer and Ticker Symbol: Pacific Aerospace & Electronics, Inc. (PFAE.OB) GSCP (NJ), L.P. By GSCP (NJ), Inc., its general partner By: /s/ Matthew C. Kaufman ----------------------- Name: Matthew C. Kaufman Title: Managing Director JOINT FILER INFORMATION Name: Keith W. Abell Address: 500 Campus Drive Suite 220 Florham Park, NJ 07932 Designated Filer: GSCP Recovery, Inc. Date of Event Requiring Statement: July 1, 2003 Issuer and Ticker Symbol: Pacific Aerospace & Electronics, Inc. (PFAE.OB) By: /s/ Matthew C. Kaufman ------------------------- As Attorney-in-Fact* By: /s/ Andrew Wagner ------------------------- As Attorney-in-Fact* * Attorneys-in-Fact under Power of Attorney, dated January 4, 2002, incorporated by reference to Exhibit 7(L) to the Schedule 13D/A for Moore Corporation Limited filed by Greenwich Street Capital Partners II, L.P. et al. on January 7, 2002, with the Securities and Exchange Commission. JOINT FILER INFORMATION Name: Alfred C. Eckert III Address: 500 Campus Drive Suite 220 Florham Park, NJ 07932 Designated Filer: GSCP Recovery, Inc. Date of Event Requiring Statement: July 1, 2003 Issuer and Ticker Symbol: Pacific Aerospace & Electronics, Inc. (PFAE.OB) By: /s/ Matthew C. Kaufman ------------------------- As Attorney-in-Fact* By: /s/ Andrew Wagner ------------------------- As Attorney-in-Fact* * Attorneys-in-Fact under Power of Attorney, dated January 4, 2002, incorporated by reference to Exhibit 7(L) to the Schedule 13D/A for Moore Corporation Limited filed by Greenwich Street Capital Partners II, L.P. et al. on January 7, 2002, with the Securities and Exchange Commission. JOINT FILER INFORMATION Name: Robert A. Hamwee Address: 500 Campus Drive Suite 220 Florham Park, NJ 07932 Designated Filer: GSCP Recovery, Inc. Date of Event Requiring Statement: July 1, 2003 Issuer and Ticker Symbol: Pacific Aerospace & Electronics, Inc. (PFAE.OB) By: /s/ Matthew C. Kaufman ------------------------- As Attorney-in-Fact* By: /s/ Andrew Wagner ------------------------- As Attorney-in-Fact* * Attorneys-in-Fact under Power of Attorney, dated January 4, 2002, incorporated by reference to Exhibit 7(L) to the Schedule 13D/A for Moore Corporation Limited filed by Greenwich Street Capital Partners II, L.P. et al. on January 7, 2002, with the Securities and Exchange Commission. JOINT FILER INFORMATION Name: Richard M. Hayden Address: 500 Campus Drive Suite 220 Florham Park, NJ 07932 Designated Filer: GSCP Recovery, Inc. Date of Event Requiring Statement: July 1, 2003 Issuer and Ticker Symbol: Pacific Aerospace & Electronics, Inc. (PFAE.OB) By: /s/ Matthew C. Kaufman ------------------------- As Attorney-in-Fact* By: /s/ Andrew Wagner ------------------------- As Attorney-in-Fact* * Attorneys-in-Fact under Power of Attorney, dated January 4, 2002, incorporated by reference to Exhibit 7(L) to the Schedule 13D/A for Moore Corporation Limited filed by Greenwich Street Capital Partners II, L.P. et al. on January 7, 2002, with the Securities and Exchange Commission. JOINT FILER INFORMATION Name: Thomas V. Inglesby Address: 500 Campus Drive Suite 220 Florham Park, NJ 07932 Designated Filer: GSCP Recovery, Inc. Date of Event Requiring Statement: July 1, 2003 Issuer and Ticker Symbol: Pacific Aerospace & Electronics, Inc. (PFAE.OB) By: /s/ Matthew C. Kaufman ------------------------- As Attorney-in-Fact* By: /s/ Andrew Wagner ------------------------- As Attorney-in-Fact* * Attorneys-in-Fact under Power of Attorney, dated January 4, 2002, incorporated by reference to Exhibit 7(L) to the Schedule 13D/A for Moore Corporation Limited filed by Greenwich Street Capital Partners II, L.P. et al. on January 7, 2002, with the Securities and Exchange Commission. JOINT FILER INFORMATION Name: Matthew C. Kaufman Address: 500 Campus Drive Suite 220 Florham Park, NJ 07932 Designated Filer: GSCP Recovery, Inc. Date of Event Requiring Statement: July 1, 2003 Issuer and Ticker Symbol: Pacific Aerospace & Electronics, Inc. (PFAE.OB) By: /s/ Matthew C. Kaufman ------------------------- As Attorney-in-Fact* By: /s/ Andrew Wagner ------------------------- As Attorney-in-Fact* * Attorneys-in-Fact under Power of Attorney, dated January 4, 2002, incorporated by reference to Exhibit 7(L) to the Schedule 13D/A for Moore Corporation Limited filed by Greenwich Street Capital Partners II, L.P. et al. on January 7, 2002, with the Securities and Exchange Commission. JOINT FILER INFORMATION Name: Sanjay H. Patel Address: 500 Campus Drive Suite 220 Florham Park, NJ 07932 Designated Filer: GSCP Recovery, Inc. Date of Event Requiring Statement: July 1, 2003 Issuer and Ticker Symbol: Pacific Aerospace & Electronics, Inc. (PFAE.OB) By: /s/ Matthew C. Kaufman ------------------------- As Attorney-in-Fact* By: /s/ Andrew Wagner ------------------------- As Attorney-in-Fact* * Attorneys-in-Fact under Power of Attorney, dated January 4, 2002, incorporated by reference to Exhibit 7(L) to the Schedule 13D/A for Moore Corporation Limited filed by Greenwich Street Capital Partners II, L.P. et al. on January 7, 2002, with the Securities and Exchange Commission. JOINT FILER INFORMATION Name: Christine K. Vanden Beukel Address: 500 Campus Drive Suite 220 Florham Park, NJ 07932 Designated Filer: GSCP Recovery, Inc. Date of Event Requiring Statement: July 1, 2003 Issuer and Ticker Symbol: Pacific Aerospace & Electronics, Inc. (PFAE.OB) By: /s/ Matthew C. Kaufman ------------------------- As Attorney-in-Fact* By: /s/ Andrew Wagner ------------------------- As Attorney-in-Fact* * Attorneys-in-Fact under Power of Attorney, dated January 4, 2002, incorporated by reference to Exhibit 7(L) to the Schedule 13D/A for Moore Corporation Limited filed by Greenwich Street Capital Partners II, L.P. et al. on January 7, 2002, with the Securities and Exchange Commission. JOINT FILER INFORMATION Name: Andrew Wagner Address: 500 Campus Drive Suite 220 Florham Park, NJ 07932 Designated Filer: GSCP Recovery, Inc. Date of Event Requiring Statement: July 1, 2003 Issuer and Ticker Symbol: Pacific Aerospace & Electronics, Inc. (PFAE.OB) By: /s/ Andrew Wagner ------------------------- -----END PRIVACY-ENHANCED MESSAGE-----