4//SEC Filing
PATTERSON WILLIAM J 4
Accession 0001181431-09-056021
CIK 0000215219other
Filed
Dec 9, 7:00 PM ET
Accepted
Dec 10, 6:16 PM ET
Size
26.1 KB
Accession
0001181431-09-056021
Insider Transaction Report
Form 4
SPO ADVISORY CORP
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2009-12-08−2,740,000→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−54,190→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−332,500→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−383,808→ 0 total(indirect: See Footnote)
SAN FRANCISCO PARTNERS LP
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2009-12-08−332,500→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−383,808→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−54,190→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−2,740,000→ 0 total(indirect: See Footnote)
OBERNDORF WILLIAM E
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2009-12-08−332,500→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−383,808→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−54,190→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−2,740,000→ 0 total(indirect: See Footnote)
MCDERMOTT EDWARD H
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2009-12-08−332,500→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−383,808→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−2,740,000→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−54,190→ 0 total(indirect: See Footnote)
SPO ADVISORY PARTNERS LP
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2009-12-08−54,190→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−2,740,000→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−383,808→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−332,500→ 0 total(indirect: See Footnote)
SF ADVISORY PARTNERS LP
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2009-12-08−332,500→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−2,740,000→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−54,190→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−383,808→ 0 total(indirect: See Footnote)
PATTERSON WILLIAM J
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2009-12-08−383,808→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−2,740,000→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−332,500→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−54,190→ 0 total(indirect: See Footnote)
SCULLY JOHN H
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2009-12-08−2,740,000→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−383,808→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−332,500→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−54,190→ 0 total(indirect: See Footnote)
SPO PARTNERS II LP
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2009-12-08−332,500→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−54,190→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−383,808→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−2,740,000→ 0 total(indirect: See Footnote)
OBERNDORF FOUNDATION
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2009-12-08−2,740,000→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−383,808→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−332,500→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-08−54,190→ 0 total(indirect: See Footnote)
Footnotes (6)
- [F1]On December 8, 2009, the issuer was acquired by Cambium Learning Group, Inc., pursuant to an Agreement and Plan of Mergers, dated as of June 20, 2009, by and among Vowel Acquisition Corp., Voyager Learning Company, Cambium Learning Group, Inc., VSS-Cambium Holdings II Corp., Consonant Acquisition Corp., and Vowel Representative, LLC (as amended, the "Merger Agreement"). All shares of Voyager Learning Company common stock held by the reporting person at the time of the merger were exchanged for merger consideration pursuant to the Merger Agreement. The merger consideration consists of the right to receive, at the election of each stockholder, either (i) $6.50 in cash, without interest, OR (ii) one (1) share of common stock of Cambium Learning Group, Inc., plus, regardless of the election made, additional consideration consisting of cash and a contingent value right, as described in the Merger Agreement.
- [F2]The amount of cash available to satisfy cash elections by Voyager stockholders will be determined by a formula that is primarily dependent on the cash generated by Voyager prior to the Effective Time, and the amount of cash available for the cash elections is limited to a maximum of $67,500,000 in the aggregate (the "Cash Amount"). If the Cash Amount is insufficient to accommodate all of the cash elections made by Voyager stockholders, then the stockholders electing to exchange shares of Voyager common stock for cash will be subject to a pro rata reduction in accordance with agreed procedures set forth in the Merger Agreement.
- [F3]As a result of the merger described in Footnotes (1) and (2), the reporting person in Line 1 disposing of these shares is San Francisco Partners, L.P. ("SF Partners"). These shares may be deemed to be indirectly beneficially owned by (i) SF Advisory Partners, L.P. ("SF Advisory"), the sole general partner of SF Partners, (ii) SPO Advisory Corp. ("SPO Corp"), the sole general partner of SF Advisory, and (iii) John H. Scully ("JHS"), William E. Oberndorf ("WEO"), William J. Patterson ("WJP"), and Edward H. McDermott ("EHM"), the four controlling persons of SPO Corp.
- [F4]As a result of the merger described in Footnotes (1) and (2), the reporting person in Line 2 disposing of these shares is SPO Partners II, L.P. ("SPO Partners"). These shares may be deemed to be indirectly beneficially owned by (i) SPO Advisory Partners, L.P. ("SPO Advisory"), the sole general partner of SPO Partners, (ii) SPO Corp, the sole general partner of SPO Advisory, and (iii) JHS, WEO, WJP, and EHM, the four controlling persons of SPO Corp.
- [F5]As a result of the merger described in Footnotes (1) and (2), the reporting person in Line 3 disposing of these shares is Oberndorf Foundation ("OF").
- [F6]As a result of the merger described in Footnotes (1) and (2), the following reporting persons in Line 4 are disposing of these shares. WEO, in his capacity as a trustee for the Oberndorf Trust is disposing of 361,808 shares. Additionally, Oberndorf Family Partners ("OFP") is disposing of 20,000 shares which may be deemed to be indirectly beneficially owned by WEO as sole general partner of OFP. Additionally, WEO's children are disposing of 2,000 shares which may be deemed to be beneficially owned by WEO as trustee of his children's accounts.
Documents
Issuer
Voyager Learning CO
CIK 0000215219
Entity typeother
Related Parties
1- filerCIK 0001202551
Filing Metadata
- Form type
- 4
- Filed
- Dec 9, 7:00 PM ET
- Accepted
- Dec 10, 6:16 PM ET
- Size
- 26.1 KB