4//SEC Filing
COVANSYS CORP 4
Accession 0001181431-07-044352
CIK 0001028461operating
Filed
Jul 4, 8:00 PM ET
Accepted
Jul 5, 11:55 AM ET
Size
17.6 KB
Accession
0001181431-07-044352
Insider Transaction Report
Form 4
COVANSYS CORPCVNS
CDR COOKIE ACQUISITION LLC
10% Owner
Transactions
- Other
Warrant
2007-07-02−3→ 0 totalExercise: $18.00From: 2004-09-16Exp: 2009-09-15→ Common Stock (5,000,000 underlying) - Other
Common Stock
2007-07-02$34.00/sh−2,000,000$68,000,000→ 0 total
CLAYTON DUBILIER & RICE FUND VI L P
10% Owner
Transactions
- Other
Common Stock
2007-07-02$34.00/sh−2,000,000$68,000,000→ 0 total - Other
Warrant
2007-07-02−3→ 0 totalExercise: $18.00From: 2004-09-16Exp: 2009-09-15→ Common Stock (5,000,000 underlying)
CD&R ASSOCIATES VI L P
10% Owner
Transactions
- Other
Common Stock
2007-07-02$34.00/sh−2,000,000$68,000,000→ 0 total - Other
Warrant
2007-07-02−3→ 0 totalExercise: $18.00From: 2004-09-16Exp: 2009-09-15→ Common Stock (5,000,000 underlying)
CD&R INVESTMENT ASSOCIATES VI INC
10% Owner
Transactions
- Other
Warrant
2007-07-02−3→ 0 totalExercise: $18.00From: 2004-09-16Exp: 2009-09-15→ Common Stock (5,000,000 underlying) - Other
Common Stock
2007-07-02$34.00/sh−2,000,000$68,000,000→ 0 total
Footnotes (5)
- [F1]At a special meeting of shareholders of the Company held on June 27, 2007 (the "Special Meeting"), at which a quorum was present, an Agreement and Plan of Merger, dated April 25, 2007 (the "Merger Agreement") by and among the Company, Computer Sciences Corporation and Surfside Acquisition Corp. was approved by a majority of the outstanding shares of Company Common Stock entitled to vote at the Special Meeting. Pursuant to the terms of the Merger Agreement, the Company merged with and into Computer Sciences Corporation, with Computer Sciences Corporation as the surviving company, and each outstanding share of Company Common Stock was converted into the right to receive $34.00 per share in cash.
- [F2]Shares held directly by CDR-Cookie Acquisition, L.L.C. ("CDR"). Clayton, Dublier & Rice Fund VI Limited Partnership (the "Fund") is the sole member of CDR with the power to vote and dispose of the shares and warrants held by CDR. CD&R Associates VI Limited Partnership ("Associates LP") is the general partner of the fund, and has the power to direct the Fund as to the voting and disposition of the shares and warrants held by CDR. CD&R Investment Associates VI, Inc. ("Associates Inc.") is the general partner of Associates LP and has the power to direct Associates LP as to its direction of the Fund's voting and disposition of the shares held by CDR. Associates LP, as the general partner of the Fund, is entitled to a portion of the net gain realized by the Fund on their respective investments. Associates Inc., as the general partner of Associates LP, is entitled to a portion of the net gain to which Associates LP is entitled.
- [F3]Each of Associates LP and Associates Inc. disclaims beneficial ownership of the shares held by CDR except to the extent of its pecuniary interest.
- [F4]The ownership form of each of the securities and derivative securities reported herein is direct for CDR and indirect for each of the Fund, Associates LP and Associates Inc.
- [F5]Pursuant to the terms of the Merger Agreement this Company warrant outstanding at the time of the merger was cancelled in exchange for a payment of $80,000,000, representing the product of (i) the excess of $34.00 over the exercise price per share of such warrant; and (ii) the number of shares of Company Common Stock underlying the warrant.
Issuer
COVANSYS CORP
CIK 0001028461
Entity typeoperating
IncorporatedMI
Related Parties
1- filerCIK 0001028461
Filing Metadata
- Form type
- 4
- Filed
- Jul 4, 8:00 PM ET
- Accepted
- Jul 5, 11:55 AM ET
- Size
- 17.6 KB