-----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, JyR81cLRlAZ+4gSWmU0vhiwU0M0jW9AKTvaHGfFYgEFtxuSW65gXozRydUjOgIOY WwKCa+xucXS/dEltDybaHw== 0000950155-06-000036.txt : 20060406 0000950155-06-000036.hdr.sgml : 20060406 20060406161659 ACCESSION NUMBER: 0000950155-06-000036 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060406 DATE AS OF CHANGE: 20060406 GROUP MEMBERS: ANTAEUS ENTERPRISES, INC. GROUP MEMBERS: FRANCES BEINECKE ELSTON GROUP MEMBERS: FREDERICK W. BEINECKE GROUP MEMBERS: JOHN B. BEINECKE GROUP MEMBERS: SARAH BEINECKE RICHARDSON GROUP MEMBERS: WILLIAM S. BEINECKE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CATALINA MARKETING CORP/DE CENTRAL INDEX KEY: 0000883977 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 330499007 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42708 FILM NUMBER: 06745373 BUSINESS ADDRESS: STREET 1: 200 CARILLON PARKWAY CITY: ST PETERSBURG STATE: FL ZIP: 33716-1242 BUSINESS PHONE: 7275795000 MAIL ADDRESS: STREET 1: 200 CARILLON PARKWAY CITY: ST PETERSBURG STATE: FL ZIP: 33716-1242 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANTAEUS ENTERPRISES INC CENTRAL INDEX KEY: 0001037899 IRS NUMBER: 132818200 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 420 LEXINGTON AVENUE STREET 2: SUITE 3020 CITY: NEW YORK STATE: NY ZIP: 10170 BUSINESS PHONE: 2123701144 MAIL ADDRESS: STREET 1: 420 LEXINGTON AVENUE STREET 2: SUITE 3020 CITY: NEW YORK STATE: NY ZIP: 10170 SC 13G/A 1 e1038675sc13ga.htm AMENDMENT NO. 13 Amendment No. 13
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
 
 
Catalina Marketing Corporation 
(Name of Issuer)
 
 
Common Stock, par value $.01 per share
(Title of Class of Securities)
 
 
           148867104           
(CUSIP Number)
 
 
12/31/05 
(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ]
Rule 13d-1(b)
[ ]
Rule 13d-1(c)
[x]
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 the disclosures provided in a prior cover page.
 
The information required in 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. 148867104
13G
Page 2 of 11 Pages
 

1
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Antaeus Enterprises, Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
 
5
SOLE VOTING POWER
2,852,887
6
SHARED VOTING POWER
 
7
SOLE DISPOSITIVE POWER
2,852,887
8
SHARED DISPOSITIVE POWER
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,852,887
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
 
 



     
CUSIP No. 148867104
13G
Page 3 of 11 Pages
 

1
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Sarah Beinecke Richardson
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
 
5
SOLE VOTING POWER
69,484
 
6
SHARED VOTING POWER
3,600,887 (Mrs. Beinecke Richardson disclaims beneficial ownership of 2,852,887 shares - see Item 4)
 
7
SOLE DISPOSITIVE POWER   
69,484
 
8
SHARED DISPOSITIVE POWER   
3,600,887 (Mrs. Beinecke Richardson disclaims beneficial ownership of 2,852,887 shares - see Item 4)
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,670,371
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.7%
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
 
 



     
CUSIP No. 148867104
13G
Page 4 of 11 Pages

 
1
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Frederick W. Beinecke
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
 
5
SOLE VOTING POWER
84,205
 
6
SHARED VOTING POWER
2,852,887 (Mr. Beinecke disclaims beneficial ownership of such shares - see Item 4)
 
7
SOLE DISPOSITIVE POWER
84,205
 
8
SHARED DISPOSITIVE POWER
2,852,887 (Mr. Beinecke disclaims beneficial ownership of such shares - see Item 4)
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,937,092
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
 
 




     
CUSIP No. 148867104
13G
Page 5 of 11 Pages
 
 
1
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
John B. Beinecke
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
 
5
SOLE VOTING POWER
82,557
 
6
SHARED VOTING POWER
2,852,887 (Mr. Beinecke disclaims beneficial ownership of such shares - see Item 4)
 
7
SOLE DISPOSITIVE POWER
82,557
 
8
SHARED DISPOSITIVE POWER
2,852,887 (Mr. Beinecke disclaims beneficial ownership of such shares - see Item 4)
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,935,444
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
 
 



     
CUSIP No. 148867104
13G
Page 6 of 11 Pages
 
 
1
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Frances Beinecke Elston
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
 
5
SOLE VOTING POWER
52,624
 
6
SHARED VOTING POWER
2,852,887 (Mrs. Elston disclaims beneficial ownership of such shares - see Item 4)
 
7
SOLE DISPOSITIVE POWER
52,624
 
8
SHARED DISPOSITIVE POWER
2,852,887 (Mrs. Elston disclaims beneficial ownership of such shares - see Item 4)
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,905,511
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
 
 



     
CUSIP No. 148867104
13G
Page 7 of 11 Pages
 
 
1
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
William S. Beinecke
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
 
5
SOLE VOTING POWER
 
 
6
SHARED VOTING POWER
2,852,887 (Mr. Beinecke disclaims beneficial ownership of such shares - see Item 4)
 
7
SOLE DISPOSITIVE POWER 
 
 
8
SHARED DISPOSITIVE POWER
2,852,887 (Mr. Beinecke disclaims beneficial ownership of such shares - see Item 4)
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,852,887
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
 
 



     
CUSIP No. 148867104
13G
Page 8 of 11 Pages
 
 
The original Schedule 13G dated February 11, 1993, the first amendment dated February 14, 1994, the second amendment dated February 13, 1995, the third amendment dated February 13, 1996, the fourth amendment dated May 9, 1997, the fifth amendment dated February 20, 1998, the sixth amendment dated March 12, 1999, the seventh amendment dated January 25, 2000, the eighth amendment dated February 13, 2001, the ninth amendment dated February 14, 2002, the tenth amendment dated February 14, 2003, the eleventh amendment dated February 13, 2004, the twelfth amendment dated March 1, 2005 (collectively, together with this thirteenth amendment, the “Schedule 13G”), are hereby amended by deleting Item 4 in their entirety and inserting in its place Item 4 as set forth below:

 
Item 4. Ownership
 
Antaeus Enterprises, Inc. (“Antaeus”) owns 2,852,887 shares of common stock, par value $.01 per share, of Catalina Marketing Corporation (the “Common Stock”) (approximately 6.0% of the outstanding shares of Common Stock), as to which it has sole voting and dispositive power. Sarah Beinecke Richardson, Frederick W. Beinecke, John B. Beinecke, Frances Beinecke Elston and William S. Beinecke may be deemed to be affiliates of Antaeus. Such persons may be deemed to have shared voting and dispositive power with respect to the shares of Common Stock owned by Antaeus. Each of such persons disclaims beneficial ownership of the shares of Common Stock owned by Antaeus.
 
Sarah Beinecke Richardson serves as one of three co-trustees of four trusts, which, in the aggregate, own 748,000 shares of Common Stock (approximately 1.6% of the outstanding shares of Common Stock), as to which she has shared voting and dispositive power. Sarah Beinecke Richardson may be deemed to have shared voting and dispositive power as to, and disclaims beneficial ownership of, the 2,852,887 shares of Common Stock beneficially owned by Antaeus. Antaeus’ ownership of shares of Common Stock is more fully described in the first paragraph of this Item 4. Sarah Beinecke Richardson owns directly 69,484 shares of Common Stock (representing approximately 0.2% of the outstanding shares of Common Stock), as to which she has sole voting and dispositive power. The aggregate number of shares of Common Stock reported to be beneficially owned by Sarah Beinecke Richardson and the percentage of outstanding shares of Common Stock represented by such shares of Common Stock is set forth on page 3 hereof (which number includes all shares of Common Stock referred to in this paragraph).
 
Frederick W. Beinecke owns directly 84,205 shares of Common Stock (representing approximately 0.2% of the outstanding shares of Common Stock), as to which he has sole voting and dispositive power. Frederick W. Beinecke may be deemed to have shared voting and dispositive power as to, and disclaims beneficial ownership of, the 2,852,887 shares of Common Stock beneficially owned by Antaeus. Antaeus’ ownership of shares of Common Stock is more fully described in the first paragraph of this Item 4. The aggregate number of shares of Common Stock reported to be beneficially owned by Frederick W. Beinecke and the percentage of outstanding shares of Common Stock represented by such shares of Common Stock is set forth on page 4 hereof (which number includes all shares of Common Stock referred to in this paragraph).
 
John B. Beinecke owns directly 82,557 shares of Common Stock (representing approximately 0.2% of the outstanding shares of Common Stock), as to which he has sole voting and dispositive power. John B. Beinecke may be deemed to have shared voting and dispositive power as to, and disclaims beneficial ownership of, the 2,852,887 shares of Common Stock beneficially owned by Antaeus. Antaeus’ ownership of shares of Common Stock is more fully described in the first paragraph of this Item 4. The aggregate number of shares of Common Stock reported to be beneficially owned by John B. Beinecke and the percentage of outstanding shares of Common Stock represented by such shares is set forth on page 5 hereof (which number includes all shares of Common Stock referred to in this paragraph).
 
Frances Beinecke Elston owns directly 52,624 shares of Common Stock (representing approximately 0.1% of the outstanding shares of Common Stock), as to which she has sole voting and dispositive power. Frances Beinecke Elston may be deemed to have shared voting and dispositive power as to, and disclaims beneficial ownership of, the 2,852,887 shares of Common Stock beneficially owned by Antaeus. Antaeus’ ownership of shares of Common Stock is more fully described in the first paragraph of this Item 4. The aggregate


     
CUSIP No. 148867104
13G
Page 9 of 11 Pages
 
 
number of shares of Common Stock reported to be beneficially owned by Frances Beinecke Elston, and the percentage of outstanding shares of Common Stock represented by such shares is set forth on page 6 hereof (which number includes all shares of Common Stock referred to in this paragraph).
 
William S. Beinecke does not have sole voting and dispositive power as to any shares of Common Stock. William S. Beinecke may be deemed to have shared voting and dispositive power as to, and disclaims beneficial ownership of, the 2,852,887 shares of Common Stock beneficially owned by Antaeus. Antaeus’ ownership of shares of Common Stock is more fully described in the first paragraph of this Item 4. The aggregate number of shares of Common Stock reported to be beneficially owned by William S. Beinecke, and the percentage of outstanding shares of Common Stock represented by such shares is set forth on page 7 hereof (which number includes all shares of Common Stock referred to in this paragraph).
 
In the aggregate, the persons filing this Schedule 13G (the “Beinecke Group”) beneficially own 3,889,757 shares of Common Stock, representing approximately 8.1% of the outstanding shares of Common Stock. Each of the persons filing this Schedule 13G disclaims membership in any group with respect to shares of Common Stock. Percentages of outstanding shares of Common Stock represented by shares of Common Stock beneficially owned by a member of the Beinecke Group set forth herein are computed based on 47,835,975 shares of Common Stock outstanding as of December 31, 2005.


     
CUSIP No. 148867104
13G
Page 10 of 11 Pages
 

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. By signing below I certify that, to the best of my 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.
 

 
Date:  April 6, 2006

   ANTAEUS ENTERPRISES, INC.
     
     
 
By:
/s/ Frederick W. Beinecke
   
Name:
Frederick W. Beinecke
   
Title:
President
     
     
 
*
 
Sarah Beinecke Richardson
     
     
 
/s/ Frederick W. Beinecke
 
Frederick W. Beinecke
     
     
 
*
 
John B. Beinecke
     
     
 
*
 
Frances Beinecke Elston
     
     
 
*
 
William S. Beinecke
     
     
 
*By:
/s/ Candace K. Beinecke
   
(Candace K. Beinecke,
Attorney-in-fact)
   



     
CUSIP No. 148867104
13G
Page 11 of 11 Pages
 

INDEX TO EXHIBITS

 
Exhibit B
 
Powers of Attorney of Sarah Beinecke Richardson, John B. Beinecke, Frances Beinecke Elston, and William S. Beinecke
 
Incorporated by reference to Exhibit B of original Schedule 13G dated February 11, 1993

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