-----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, Je1QUlbxJBRoGwlDr1DUNxbVQB2OkOmo2CRTYv8g9h+dIAL6djNRxJz5cw8cIgB9 i73/AT6Hje3c74WA8JFY3Q== 0001181431-08-056156.txt : 20081003 0001181431-08-056156.hdr.sgml : 20081003 20081003185834 ACCESSION NUMBER: 0001181431-08-056156 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080227 FILED AS OF DATE: 20081003 DATE AS OF CHANGE: 20081003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FERRANTE DOMENIC J CENTRAL INDEX KEY: 0001213397 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15135 FILM NUMBER: 081107927 MAIL ADDRESS: STREET 1: BROOKSIDE CAPITAL MANAGEMENT LLC STREET 2: 111 HUNTINGTON AVE CITY: BOSTON STATE: MA ZIP: 02199 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: BROOKSIDE CAPITAL INVESTORS L P CENTRAL INDEX KEY: 0001056548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15135 FILM NUMBER: 081107925 BUSINESS ADDRESS: STREET 1: TWO COPLEY PLACE CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 6175162000 MAIL ADDRESS: STREET 1: TWO COPLEY PLACE CITY: BOSTON STATE: MA ZIP: 02199 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROOKSIDE CAPITAL PARTNERS FUND LP CENTRAL INDEX KEY: 0001028348 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15135 FILM NUMBER: 081107924 BUSINESS ADDRESS: STREET 1: 111 HUNTINGTON AVENUE STREET 2: 617-516-2000 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-516-2000 MAIL ADDRESS: STREET 1: 111 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02199 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROOKSIDE CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001156175 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15135 FILM NUMBER: 081107926 BUSINESS ADDRESS: STREET 1: 111 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 6175162000 MAIL ADDRESS: STREET 1: 111 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02199 3 1 rrd220386.xml FORM 3 X0203 3 2008-02-27 0 0000790705 TEKELEC TKLC 0001213397 FERRANTE DOMENIC J C/O BROOKSIDE CAPITAL, LLC 111 HUNTINGTON AVENUE BOSTON MA 02199 0 0 1 0 0001156175 BROOKSIDE CAPITAL MANAGEMENT LLC 111 HUNTINGTON AVENUE BOSTON MA 02199 0 0 1 0 0001056548 BROOKSIDE CAPITAL INVESTORS L P 111 HUNTINGTON AVENUE BOSTON MA 02199 0 0 1 0 0001028348 BROOKSIDE CAPITAL PARTNERS FUND LP C/O BROOKSIDE CAPITAL, LLC 111 HUNTINGTON AVENUE BOSTON MA 02199 0 0 1 0 Common Stock, without par value 6796298 D Equity Swap (Obligation to buy) 11.554 2008-12-23 Common Stock, without par value 10077 D Equity Swap (Obligation to buy) 11.531 2008-12-23 Common Stock, without par value 100000 D Equity Swap (Obligation to buy) 11.718 2008-12-23 Common Stock, without par value 92700 D Equity Swap (Obligation to buy) 11.676 2008-12-23 Common Stock, without par value 300000 D Equity Swap (Obligation to buy) 11.395 2008-12-23 Common Stock, without par value 87474 D Equity Swap (Obligation to buy) 11.034 2008-12-23 Common Stock, without par value 100000 D Brookside Capital Investors, L.P. ("BCI LP"), is the sole general partner of Brookside Capital Partners Fund, L.P (the ?Fund?). Brookside Capital Management, LLC ("BCM"), is the sole general partner of BCI LP. Mr. Domenic J. Ferrante is the sole managing member of BCM. By virtue of these relationships, BCI LP, BCM and Mr. Ferrante may each be deemed to beneficially own the securities held by the Fund. BCI LP, BCM and Mr. Ferrante disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Upon settlement of the various swap agreements described in footnotes 4-9 (the ?swap agreements?), either (i) the counterparty will pay to the Fund in cash an amount determined in part by reference to any increase between the initial reference price set forth in column 4 of Table II and the market value of a notional number of shares (?reference shares?) of Tekelec common stock on the applicable expiration date as set forth in Table II or (ii) the Fund will pay to the counterparty in cash an amount determined in part by reference to any decrease between the initial reference price set forth in column 4 of Table II and the market value of the reference shares on the applicable expiration date listed in Table II. (Continue to footnote 3) The swap agreements do not provide for the Reporting Person to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, except to the extent of its pecuniary interest therein, the Reporting Person disclaims any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparty to the swap agreements. On August 9, 2007, the Fund entered into a cash-settled total return swap agreement with respect to reference shares of Tekelec common stock as set forth in Table II. The swap agreement will be settled in cash on December 23, 2008, unless the Fund, in its sole discretion, elects to settle the swap agreement earlier. On August 10, 2007, the Fund entered into a cash-settled total return swap agreement with respect to reference shares of Tekelec common stock as set forth in Table II. The swap agreement will be settled in cash on December 23, 2008, unless the Fund, in its sole discretion, elects to settle the swap agreement earlier. On August 13, 2007, the Fund entered into a cash-settled total return swap agreement with respect to reference shares of Tekelec common stock as set forth in Table II. The swap agreement will be settled in cash on December 23, 2008, unless the Fund, in its sole discretion, elects to settle the swap agreement earlier. On August 14, 2007, the Fund entered into a cash-settled total return swap agreement with respect to reference shares of Tekelec common stock as set forth in Table II. The swap agreement will be settled in cash on December 23, 2008, unless the Fund, in its sole discretion, elects to settle the swap agreement earlier. On August 15, 2007, the Fund entered into a cash-settled total return swap agreement with respect to reference shares of Tekelec common stock as set forth in Table II. The swap agreement will be settled in cash on December 23, 2008, unless the Fund, in its sole discretion, elects to settle the swap agreement earlier. On January 30, 2008, the Fund entered into a cash-settled total return swap agreement with respect to reference shares of Tekelec common stock as set forth in Table II. The swap agreement will be settled in cash on December 23, 2008, unless the Fund, in its sole discretion, elects to settle the swap agreement earlier. /s/ Domenic J. Ferrante for Brookside Capital Partners Fund LP 2008-10-03 /s/ Domenic J. Ferrante for Brookside Capital Investors LP 2008-10-03 /s/ Domenic J. Ferrante for Brookside Capital Management LLC 2008-10-03 /s/ Domenic J. Ferrante 2008-10-03 -----END PRIVACY-ENHANCED MESSAGE-----