This
Amendment No. 4, filed by New Mountain Vantage GP, L.L.C., a Delaware limited
liability company (“Vantage GP”), New Mountain Vantage, L.P., a Delaware limited
partnership (“NMV”), New Mountain Vantage (California), L.P., a Delaware limited
partnership (“NMVC”), New Mountain Vantage (Texas), L.P., a Delaware limited
partnership (“NMVT”), New Mountain Vantage Advisers, L.L.C., a Delaware limited
liability company (“NMV Advisers”), New Mountain Vantage (Cayman) Ltd., a Cayman
Islands exempt limited company (“NMV Offshore”), New Mountain Vantage HoldCo
Ltd., a Cayman Islands exempt limited company (“NMV Offshore HoldCo”, NMV
Offshore HoldCo, together with NMV, NMVC and NMVT, the “Purchasers”), and Steven
B. Klinsky (collectively, the “Reporting Persons”), amends and supplements the
Schedule 13D (the “Schedule 13D”) filed by the Reporting Persons with
the Securities and Exchange Commission (the “SEC”) on March 13, 2006, as
amended, relating to the common stock, par value $0.01 per share (“Common
Stock”), of Source Interlink Companies, Inc., a Delaware corporation (the
“Issuer”).
1
ITEM
3. SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is
hereby amended and restated in its entirety as follows:
The
aggregate purchase price of the 3,382,272 shares of Common Stock owned by the
Purchasers is $35,095,113.07, including brokerage commissions. The
shares of Common Stock owned by the Purchasers were acquired with working
capital.
ITEM
5. INTEREST
IN SECURITIES OF THE ISSUER
Item 5 is
hereby amended and restated in its entirety as follows:
(a).
The aggregate
percentage of shares of Common Stock reported owned by each person named herein
is based upon 52,320,837 shares of Common Stock outstanding, which is the total
number of shares of Common Stock outstanding as reported in the Issuer’s
Quarterly Report on Form 10-Q for the quarter ended April 30, 2008, as filed
with the SEC on June 6, 2008.
As of the
close of business on July 21, 2008, Mr. Klinsky and NMV Advisers may be deemed
to beneficially own an aggregate of 3,382,272 shares of Common Stock that may be
deemed to be beneficially owned by NMV, NMVC, NMVT and NMV Offshore
representing, in the aggregate, approximately 6.5% of the issued and outstanding
shares of Common Stock. Mr. Klinsky and NMV Advisers disclaim
beneficial ownership of the shares of Common Stock beneficially owned by NMV,
NMVC, NMVT and NMV Offshore, to the extent that partnership interests in NMV,
NMVC, NMVT and NMV Offshore are held by persons other than Mr.
Klinsky.
As of the
close of business on July 21, 2008, Vantage GP may be deemed to beneficially own
an aggregate of 1,835,100 shares of Common Stock that may be deemed to be
beneficially owned by NMV, NMVC and NMVT representing, in the aggregate,
approximately 3.5% of the issued and outstanding shares of Common
Stock. Vantage GP disclaims beneficial ownership of the shares of
Common Stock beneficially owned by NMV, NMVC and NMVT to the extent that
partnership interests in NMV, NMVC and NMVT are held by persons other than
Vantage GP.
As of the
close of business on July 21, 2008, NMV Offshore may be deemed to beneficially
own an aggregate of 1,547,172 shares of Common Stock that may be deemed to be
beneficially owned by NMV Offshore HoldCo, representing approximately 3.0% of
the issued and outstanding shares of Common Stock.
As of the
close of business on July 21, 2008, (i) NMV may be deemed to beneficially own an
aggregate of 621,500 shares of Common Stock, representing approximately 1.2% of
the issued and outstanding shares of Common Stock, (ii) NMVC may be deemed to
beneficially own an aggregate of 638,500 shares of Common Stock, representing
approximately 1.2% of the issued and outstanding shares of Common Stock, (iii)
NMVT may be deemed to beneficially own an aggregate of 575,100 shares of Common
Stock, representing approximately 1.1% of the issued and outstanding shares of
Common Stock and (iii) NMV Offshore HoldCo may be deemed to beneficially own an
aggregate of 1,547,172 shares of Common Stock, representing approximately 3.0%
of the issued and outstanding shares of Common Stock.
(b).
Each Reporting
Person may be deemed to share the power to vote or direct the vote and to
dispose or to direct the disposition of the shares of Common Stock that the
Reporting Person may be deemed to beneficially own as described
above.
(c).
Schedule A
annexed hereto lists all transactions in the shares of Common Stock during the
past sixty days by the Reporting Persons. All of such transactions
were effected in the open market.
(d).
No person is
known by any Reporting Person to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, any
shares of Common Stock that may be deemed to be beneficially owned by any
Reporting Person.
(e).
Not
applicable.
1
|
Neither
the present filing nor anything contained herein shall be construed as an
admission that any Reporting Person constitutes a “person” for any
purposes other than Section 13(d) of the Securities Exchange Act of 1934,
as amended.
|