3//SEC Filing
ENCORE MEDICAL CORP 3
Accession 0000893750-06-000214
CIK 0000944763operating
Filed
Jul 9, 8:00 PM ET
Accepted
Jul 10, 6:53 PM ET
Size
25.7 KB
Accession
0000893750-06-000214
Insider Transaction Report
Form 3
Grand Slam Acquisition Corp.
10% Owner
Holdings
- (indirect: See footnotes)
Common Stock
Grand Slam Holdings, LLC
10% Owner
Holdings
- (indirect: See footnotes)
Common Stock
BLACKSTONE CAPITAL PARTNERS V L P
10% Owner
Holdings
- (indirect: See footnotes)
Common Stock
PETERSON PETER G
10% Owner
Holdings
- (indirect: See footnotes)
Common Stock
SCHWARZMAN STEPHEN A
10% Owner
Holdings
- (indirect: See footnotes)
Common Stock
Holdings
- (indirect: See footnotes)
Common Stock
Holdings
- (indirect: See footnotes)
Common Stock
Holdings
- (indirect: See footnotes)
Common Stock
Holdings
- (indirect: See footnotes)
Common Stock
BMA V L.L.C.
10% Owner
Holdings
- (indirect: See footnotes)
Common Stock
Footnotes (7)
- [F1]As a result of entering into a voting agreement, dated June 30, 2006, with Galen Partners III, L.P., Galen Partners International III, L.P. and Galen Employee Fund III, L.P. (the "Galen Holders") (the "Galen Voting Agreement") in connection with a merger agreement concurrently entered into with the Issuer, Grand Slam Acquisition Corp. and its sole stockholder Grand Slam Holdings, LLC ("BCP Holdings") (the "Merger Agreement") may be deemed to be beneficial owners of the 10,088,724 shares of Common Stock of the Issuer held by the Galen Holders pursuant to Rule 16a-1(a)(1) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, accordingly, beneficial owners of more than 10% of the Common Stock for purposes of being defined as a reporting person under Section 16 of the Exchange Act.
- [F2]As a result of entering into a voting agreement, dated June 30, 2006, with Kenneth W. Davidson and Harry L. Zimmerman (the "Management Holders" collectively, with the Galen Holders, the "Current Holders") and the Galen Voting Agreement in connection with the Merger Agreement, Grand Slam Acquisition Corp. and BCP Holdings may be deemed to be beneficial owners of the 791,036 shares of Common Stock of the Issuer held by the Management Holders pursuant to Rule 16a-1(a)(1) promulgated under the Exchange Act, and, accordingly, beneficial owners of more than 10% of the Common Stock for purposes of being defined as a reporting person under Section 16 of the Exchange Act.
- [F3]As the members of BCP Holdings, Blackstone Capital Partners V L.P., Blackstone Family Investment Partnership V L.P., Blackstone Family Investment Partnership V-A L.P. and Blackstone Participation Partnership V L.P. (collectively, the "Blackstone Partnerships") may also be deemed to be beneficial owners of the shares of Common Stock held by the Current Holders pursuant to Rule 16a-1(a)(1) and, accordingly, beneficial owners of more than 10% of the Common Stock for purposes of being defined as a reporting person under Section 16 of the Exchange Act.
- [F4]As the sole general partner of each of the Blackstone Partnerships, Blackstone Management Associates V L.L.C. ("BMA") may also be deemed to be a beneficial owner of the shares of Common Stock held by the Current Holders pursuant to Rule 16a-1(a)(1) and, accordingly, a beneficial owner of more than 10% of the Common Stock for purposes of being defined as a reporting person under Section 16 of the Exchange Act.
- [F5]As the sole member of BMA, BMA V L.L.C. may also be deemed to be a beneficial owner of the shares of Common Stock held by the Current Holders pursuant to Rule 16a-1(a)(1) and, accordingly, a beneficial owner of more than 10% of the Common Stock for purposes of being defined as a reporting person under Section 16 of the Exchange Act. As the founding members and controlling persons of BMA V L.L.C., Peter G. Peterson and Stephen A. Schwarzman may also be deemed to be beneficial owners of the shares of Common Stock held by the Current Holders pursuant to Rule 16a-1(a)(1) and, accordingly, beneficial owners of more than 10% of the Common Stock for purposes of being defined as a reporting person under Section 16 of the Exchange Act.
- [F6]Each of the Reporting Persons disclaims beneficial ownership of any shares of Common Stock pursuant to Rule 16a-1(a)(1) or otherwise.
- [F7]None of the Reporting Persons is the beneficial owner of any shares of Common Stock pursuant to Rule 16a-1(a)(2) promulgated under the Exchange Act and, accordingly, no holdings of Common Stock are being reported on this Statement.
Issuer
ENCORE MEDICAL CORP
CIK 0000944763
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000944763
Filing Metadata
- Form type
- 3
- Filed
- Jul 9, 8:00 PM ET
- Accepted
- Jul 10, 6:53 PM ET
- Size
- 25.7 KB