0000904454-12-000038.txt : 20120130
0000904454-12-000038.hdr.sgml : 20120130
20120130151850
ACCESSION NUMBER: 0000904454-12-000038
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120127
FILED AS OF DATE: 20120130
DATE AS OF CHANGE: 20120130
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Coleman Thomas Jason
CENTRAL INDEX KEY: 0001443559
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-15135
FILM NUMBER: 12555274
MAIL ADDRESS:
STREET 1: C/O KENSICO CAPITAL MANAGEMENT
STREET 2: 55 RAILROAD AVENUE, 2ND FLOOR
CITY: GREENWICH
STATE: CT
ZIP: 06830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lowenstein Michael Bernard
CENTRAL INDEX KEY: 0001443560
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-15135
FILM NUMBER: 12555278
MAIL ADDRESS:
STREET 1: C/O KENSICO CAPITAL MANAGEMENT
STREET 2: 55 RAILROAD AVENUE, 2ND FLOOR
CITY: GREENWICH
STATE: CT
ZIP: 06830
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TEKELEC
CENTRAL INDEX KEY: 0000790705
STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663]
IRS NUMBER: 952746131
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5200 PARAMOUNT PARKWAY
CITY: MORRISVILLE
STATE: NC
ZIP: 27560
BUSINESS PHONE: 919-460-5500
MAIL ADDRESS:
STREET 1: 5200 PARAMOUNT PARKWAY
CITY: MORRISVILLE
STATE: NC
ZIP: 27560
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KENSICO CAPITAL MANAGEMENT CORP
CENTRAL INDEX KEY: 0001113000
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-15135
FILM NUMBER: 12555280
BUSINESS ADDRESS:
STREET 1: 55 RAILROAD AVENUE
STREET 2: 2ND FLOOR
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: 203-862-5800
MAIL ADDRESS:
STREET 1: 55 RAILROAD AVENUE
STREET 2: 2ND FLOOR
CITY: GREENWICH
STATE: CT
ZIP: 06830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kensico Associates LP
CENTRAL INDEX KEY: 0001406639
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-15135
FILM NUMBER: 12555279
BUSINESS ADDRESS:
STREET 1: 55 Railrod Ave
CITY: Greenwich
STATE: CT
ZIP: 06830
BUSINESS PHONE: 203-862-5800
MAIL ADDRESS:
STREET 1: 55 Railrod Ave
CITY: Greenwich
STATE: CT
ZIP: 06830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kensico Partners, L.P.
CENTRAL INDEX KEY: 0001442776
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-15135
FILM NUMBER: 12555281
BUSINESS ADDRESS:
STREET 1: C/O KENSICO CAPITAL MANAGEMENT
STREET 2: 55 RAILROAD AVENUE, 2ND FLOOR
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: 203-862-5800
MAIL ADDRESS:
STREET 1: C/O KENSICO CAPITAL MANAGEMENT
STREET 2: 55 RAILROAD AVENUE, 2ND FLOOR
CITY: GREENWICH
STATE: CT
ZIP: 06830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kensico Capital, LLC
CENTRAL INDEX KEY: 0001442779
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-15135
FILM NUMBER: 12555275
BUSINESS ADDRESS:
STREET 1: C/O KENSICO CAPITAL MANAGEMENT
STREET 2: 55 RAILROAD AVENUE, 2ND FLOOR
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: 203-862-5800
MAIL ADDRESS:
STREET 1: C/O KENSICO CAPITAL MANAGEMENT
STREET 2: 55 RAILROAD AVENUE, 2ND FLOOR
CITY: GREENWICH
STATE: CT
ZIP: 06830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kensico Offshore Fund, Ltd.
CENTRAL INDEX KEY: 0001442780
STATE OF INCORPORATION: E9
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-15135
FILM NUMBER: 12555277
BUSINESS ADDRESS:
STREET 1: 55 RAILROAD AVENUE, 2ND FLOOR
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: 203-862-5800
MAIL ADDRESS:
STREET 1: 55 RAILROAD AVENUE, 2ND FLOOR
CITY: GREENWICH
STATE: CT
ZIP: 06830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kensico Offshore Fund II Master Ltd.
CENTRAL INDEX KEY: 0001442782
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-15135
FILM NUMBER: 12555276
BUSINESS ADDRESS:
STREET 1: C/O KENSICO CAPITAL MANAGEMENT
STREET 2: 55 RAILROAD AVENUE, 2ND FLOOR
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: 203-862-5800
MAIL ADDRESS:
STREET 1: C/O KENSICO CAPITAL MANAGEMENT
STREET 2: 55 RAILROAD AVENUE, 2ND FLOOR
CITY: GREENWICH
STATE: CT
ZIP: 06830
4
1
edgar.xml
PRIMARY DOCUMENT
X0304
4
2012-01-27
1
0000790705
TEKELEC
TKLC
0001113000
KENSICO CAPITAL MANAGEMENT CORP
55 RAILROAD AVENUE, 2ND FLOOR
GREENWICH
CT
06830
0
0
1
0
0001406639
Kensico Associates LP
C/O KENSICO CAPITAL MANAGEMENT
55 RAILROAD AVENUE, 2ND FLOOR
GREENWICH
CT
06830
0
0
1
0
0001442776
Kensico Partners, L.P.
C/O KENSICO CAPITAL MANAGEMENT
55 RAILROAD AVENUE, 2ND FLOOR
GREENWICH
CT
06830
0
0
1
0
0001442780
Kensico Offshore Fund, Ltd.
C/O KENSICO CAPITAL MANAGEMENT
55 RAILROAD AVENUE, 2ND FLOOR
GREENWICH
CT
06830
0
0
1
0
0001442782
Kensico Offshore Fund II Master Ltd.
C/O KENSICO CAPITAL MANAGEMENT
55 RAILROAD AVENUE, 2ND FLOOR
GREENWICH
CT
06830
0
0
1
0
0001442779
Kensico Capital, LLC
C/O KENSICO CAPITAL MANAGEMENT
55 RAILROAD AVENUE, 2ND FLOOR
GREENWICH
CT
06830
0
0
1
0
0001443560
Lowenstein Michael Bernard
C/O KENSICO CAPITAL MANAGEMENT
55 RAILROAD AVENUE, 2ND FLOOR
GREENWICH
CT
06830
0
0
1
0
0001443559
Coleman Thomas Jason
C/O KENSICO CAPITAL MANAGEMENT
55 RAILROAD AVENUE, 2ND FLOOR
GREENWICH
CT
06830
1
0
1
0
Common Stock
2012-01-27
4
U
0
6974844
11.00
D
0
I
by Funds named in Footnotes (1) and (2)
Consists of (i) 2,412,806 shares of Common Stock directly held by Kensico Associates, L.P. ("KA"), (ii) 2,044,840 shares of Common Stock directly held by Kensico Offshore Fund, Ltd. ("KO"), (iii) 1,641,704 shares of Common Stock directly held by Kensico Partners, L.P. ("KP") and (iv) 875,494 shares of Common Stock directly held by Kensico Offshore Fund II Master, Ltd. ("KO II"). The securities reported as directly beneficially owned by KO and KO II may be deemed to be indirectly beneficially owned by Kensico Capital Management Corp., which is the investment manager of KO and KO II having voting and investment control over the securities held by KO and KO II. The securities reported as directly beneficially owned by KA and KP may be deemed to be indirectly beneficially owned by Kensico Capital , L.L.C., which is the sole general partner of KA and KP having voting and investment control over the securities held by KA and KP.
Thomas J. Coleman, who is a director of the Issuer, and Michael B. Lowenstein are the controlling shareholders of Kensico Capital Management Corp. and managing members of Kensico Capital, L.L.C., and may therefore also be deemed to indirectly beneficially own the securities directly beneficially owned by KO, KO II, KA and KP. Pursuant to Instruction 4(b)(iv) of Form 4, Kensico Capital Management Corp., Kensico Capital, L.L.C., Thomas J. Coleman and Michael B. Lowenstein have elected to report as indirectly beneficially owned the entire number of securities owned by KO, KO II, KA and KP, but each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed its or his pecuniary interest therein and/or that are not actually distributed to it or him.
Pursuant to the Agreement and Plan of Merger dated as of November 6, 2011 by and among the Issuer, Titan Private Holdings I, LLC and Titan Private Acquisition Corp. (the "Merger Agreement"), pursuant to which Titan Private Acquisition Corp. merged with and into the Issuer and the Issuer became a wholly-owned subsidiary of Titan Private Holdings I, LLC (the "Merger"), at the effective time of the Merger each share of Tekelec Common Stock was canceled in exchange for a cash payment of $11.00 per share.
/s/ Michael B. Lowenstein, Director of Kensico Capital Management Corp., LLC
2012-01-30
/s/ Michael B. Lowenstein, Managing Member of Kensico Capital, L.L.C., General Partner of Kensico Associates, L.P.
2012-01-30
/s/ Michael B. Lowenstein, Managing Member of Kensico Capital, L.L.C., General Partner of Kensico Partners, L.P.
2012-01-30
/s/ Michael B. Lowenstein, Director of Kensico Capital Management Corp., Investment Manager of Kensico Offshore Fund, Ltd.
2012-01-30
/s/ Michael B. Lowenstein, Director of Kensico Capital Management Corp., Investment Manager of Kensico Offshore Fund II Master, Ltd.
2012-01-30
/s/ Michael B. Lowenstein, Managing Member of Kensico Capital, L.L.C.
2012-01-30
/s/ Michael B. Lowenstein
2012-01-30
/s/ Thomas J. Coleman
2012-01-30