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