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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Emergency Medical Services Corporation
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
29100P 10 2
(CUSIP Number)
N/A
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
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. 29100P 10 2 | |||||
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Names of Reporting Persons: | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions): | |||
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(a) |
o | ||
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(b) |
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3 |
SEC Use Only: | |||
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Citizenship or Place of Organization: | |||
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Number of |
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Sole Voting Power: | |||
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Shared Voting Power: | ||||
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Sole Dispositive Power: | ||||
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8 |
Shared Dispositive Power: | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): o | |||
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11 |
Percent of Class Represented by Amount in Row (9): | |||
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12 |
Type of Reporting Person (See Instructions): | |||
CUSIP No. 29100P 10 2 | |||||
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1 |
Names of Reporting Persons: | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions): | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only: | |||
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4 |
Citizenship or Place of Organization: | |||
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Number of |
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Sole Voting Power: | |||
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Shared Voting Power: | ||||
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7 |
Sole Dispositive Power: | ||||
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8 |
Shared Dispositive Power: | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): o | |||
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11 |
Percent of Class Represented by Amount in Row (9): | |||
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12 |
Type of Reporting Person (See Instructions): | |||
CUSIP No. 29100P 10 2 | |||||
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1 |
Names of Reporting Persons: | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions): | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only: | |||
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4 |
Citizenship or Place of Organization: | |||
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Number of |
5 |
Sole Voting Power: | |||
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6 |
Shared Voting Power: | ||||
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7 |
Sole Dispositive Power: | ||||
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8 |
Shared Dispositive Power: | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): o | |||
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11 |
Percent of Class Represented by Amount in Row (9): | |||
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12 |
Type of Reporting Person (See Instructions): | |||
CUSIP No. 29100P 10 2 | |||||
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1 |
Names of Reporting Persons: | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions): | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only: | |||
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4 |
Citizenship or Place of Organization: | |||
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Number of |
5 |
Sole Voting Power: | |||
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6 |
Shared Voting Power: | ||||
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7 |
Sole Dispositive Power: | ||||
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8 |
Shared Dispositive Power: | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): o | |||
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11 |
Percent of Class Represented by Amount in Row (9): | |||
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12 |
Type of Reporting Person (See Instructions): | |||
CUSIP No. 29100P 10 2 | |||||
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1 |
Names of Reporting Persons: | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions): | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only: | |||
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4 |
Citizenship or Place of Organization: | |||
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Number of |
5 |
Sole Voting Power: | |||
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6 |
Shared Voting Power: | ||||
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7 |
Sole Dispositive Power: | ||||
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8 |
Shared Dispositive Power: | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): o | |||
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11 |
Percent of Class Represented by Amount in Row (9): | |||
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12 |
Type of Reporting Person (See Instructions): | |||
CUSIP No. 29100P 10 2 | |||||
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1 |
Names of Reporting Persons: I.R.S. Identification Nos. of Above Persons (Entities Only): | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions): | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only: | |||
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4 |
Citizenship or Place of Organization: | |||
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Number of |
5 |
Sole Voting Power: | |||
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6 |
Shared Voting Power: | ||||
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7 |
Sole Dispositive Power: | ||||
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8 |
Shared Dispositive Power: | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): o | |||
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11 |
Percent of Class Represented by Amount in Row (9): | |||
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12 |
Type of Reporting Person (See Instructions): | |||
CUSIP No. 29100P 10 2 | |||||
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1 |
Names of Reporting Persons: | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions): | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only: | |||
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4 |
Citizenship or Place of Organization: | |||
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Number of |
5 |
Sole Voting Power: | |||
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6 |
Shared Voting Power: | ||||
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7 |
Sole Dispositive Power: | ||||
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8 |
Shared Dispositive Power: | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): o | |||
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11 |
Percent of Class Represented by Amount in Row (9): | |||
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12 |
Type of Reporting Person (See Instructions): | |||
Item 1(a) |
Name of Issuer: |
Item 1(b) |
Address of Issuers Principal Executive Offices: |
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Item 2(a) |
Name of Person Filing: Gerald W. Schwartz Onex Partners GP Inc. Onex Partners GP LP Onex Partners LP Onex Partners LLC Onex EMSC Co-Invest LP |
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Onex Corporation and Mr. Schwartz, Onex Partners GP Inc., Onex Partners GP LP, Onex Partners LLC, Onex Partners LP and Onex EMSC Co-Invest LP are filing the statement jointly, pursuant to the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, as separate persons and not as members of a group. See Exhibit 1 for their Joint Filing Agreement. |
Item 2(b) |
Address of Principal Business Office or, if none, Residence: |
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c/o Onex Investment Corporation 712 Fifth Avenue New York, New York 10019
The address for the principal business office of Onex Partners LLC is: 421 Leader Street Marion, Ohio 43302
The address for the principal business office of Onex Corporation and Gerald W. Schwartz is: 161 Bay Street P.O. Box 700 Toronto, Ontario, Canada M5J2S1 | |
Item 2(c) |
Citizenship: | |
Item 2(d) |
Title of Class of Securities: | |
Item 2(e) |
CUSIP No.: | |
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Item 3 |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
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This statement is not filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c). | |
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Item 4 |
Ownership: | |
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(a) |
Amount beneficially owned: |
ONEX CORPORATION |
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13,724,721 |
(1) |
GERALD W. SCHWARTZ |
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13,724,721 |
(2) |
ONEX PARTNERS GP INC. |
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8,579,799 |
(3) |
ONEX PARTNERS GP LP |
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8,579,799 |
(4) |
ONEX PARTNERS LP |
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7,363,737 |
(5) |
ONEX PARTNERS LLC |
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4,747,767 |
(6) |
ONEX EMSC CO-INVEST LP |
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1,216,062 |
(7) |
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(1) Includes the following: (i) 7,363,737 LP exchangeable units held by Onex Partners LP, (ii) 4,747,767 LP exchangeable units held by Onex Partners LLC; (iii) 1,216,062 LP exchangeable units held by Onex EMSC Co-Invest LP; (iv) 273,425 LP exchangeable units held by EMS Executive Investco LLC; (v) 123,685 LP exchangeable units held by Onex US Principals LP; and (vi) 45 shares of Class B Common Stock held by Onex American Holdings II LLC. Onex Corporation may be deemed to own beneficially the LP exchangeable units held by (a) Onex Partners LP, through Onex ownership of all of the common stock of Onex Partners GP, Inc., the general partner of Onex Partners GP LP, the general partner of Onex Partners LP; (b) Onex Partners LLC, through Onex ownership of all of the equity of Onex Partners LLC; (c) Onex EMS Co-Invest LP, through Onex ownership of all of the common stock of Onex Partners GP, Inc., the general partner of Onex Partners GP LP, the general partner of Onex EMSC Co-Invest LP; (d) EMS Executive Investco LLC, through Onex ownership of Onex American Holdings II LLC which owns 100% of the voting power of EMS Executive Investco LLC; and (e) Onex US Principals LP through Onex ownership of all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP. Onex may be deemed to own beneficially the Class B Common Stock owned by Onex American Holdings II LLC through its ownership of Onex American Holdings II LLC. Onex Corporation disclaims such beneficial ownership.
(2) Mr. Gerald W. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, owns shares representing a majority of the voting rights of the shares of Onex Corporation and as such may be deemed to own beneficially all of the LP exchangeable units and Class B Common Stock owned beneficially by Onex Corporation. Mr. Schwartz disclaims such beneficial ownership.
(3) Includes1,216,062 LP exchangeable units held by Onex EMSC Co-Invest LP and 7,363,737 LP exchangeable units held by Onex Partners LP. Onex Partners GP, Inc. may be deemed to own beneficially the LP exchangeable units held by Onex EMSC Co-Invest LP and Onex Partners LP because Onex Partners GP, Inc. is the general partner of Onex Partners GP LP, the general partner of Onex EMSC Co-Invest LP and Onex Partners LP.
(4) Includes 1,216,062 LP exchangeable units held by Onex EMSC Co-Invest LP and 7,363,737 LP exchangeable units held by Onex Partners LP. Onex Partners GP LP may be deemed to own beneficially the LP exchangeable units held by Onex EMSC Co-Invest LP and Onex Partners LP because Onex Partners GP LP is the general partner of Onex EMSC Co-Invest LP and Onex Partners LP.
(5) All of the LP exchangeable units owned by Onex Partners LP may be deemed owned beneficially by each of Onex Partners GP LP, Onex Partners GP, Inc. and Onex Corporation.
(6) All of the LP exchangeable units owned by Onex Partners LLC may be deemed owned beneficially by Onex Corporation.
(7) All of the LP exchangeable units owned by Onex EMSC Co-Invest LP may be deemed owned beneficially by each of Onex Partners GP LP, Onex Partners GP, Inc. and Onex Corporation.
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(b) |
Percent of class (based on 30,420,991 shares of Class A Common Stock outstanding as of February 10, 2011): |
ONEX CORPORATION |
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45.1 |
% |
GERALD W. SCHWARTZ |
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45.1 |
% |
ONEX PARTNERS GP INC. |
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28.2 |
% |
ONEX PARTNERS GP LP |
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28.2 |
% |
ONEX PARTNERS LP |
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24.2 |
% |
ONEX PARTNERS LLC |
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15.6 |
% |
ONEX EMSC CO-INVEST LP |
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3.9 |
% |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote: |
ONEX CORPORATION |
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0 |
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GERALD W. SCHWARTZ |
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0 |
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ONEX PARTNERS GP INC. |
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0 |
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ONEX PARTNERS GP LP |
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0 |
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ONEX PARTNERS LP |
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0 |
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ONEX PARTNERS LLC |
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0 |
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ONEX EMSC CO-INVEST LP |
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0 |
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(ii) |
Shared power to vote or to direct the vote: |
ONEX CORPORATION |
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13,724,721 |
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GERALD W. SCHWARTZ |
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13,724,721 |
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ONEX PARTNERS GP INC. |
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8,579,799 |
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ONEX PARTNERS GP LP |
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8,579,799 |
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ONEX PARTNERS LP |
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7,363,737 |
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ONEX PARTNERS LLC |
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4,747,767 |
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ONEX EMSC CO-INVEST LP |
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1,216,062 |
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(iii) |
Sole power to dispose or to direct the disposition of: |
ONEX CORPORATION |
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0 |
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GERALD W. SCHWARTZ |
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0 |
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ONEX PARTNERS GP INC. |
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0 |
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ONEX PARTNERS GP LP |
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0 |
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ONEX PARTNERS LP |
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0 |
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ONEX PARTNERS LLC |
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0 |
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ONEX EMSC CO-INVEST LP |
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0 |
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(iv) |
Shared power to dispose or to direct the disposition of: |
ONEX CORPORATION |
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13,724,721 |
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GERALD W. SCHWARTZ |
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13,724,721 |
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ONEX PARTNERS GP INC. |
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8,579,799 |
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ONEX PARTNERS GP LP |
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8,579,799 |
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ONEX PARTNERS LP |
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7,363,737 |
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ONEX PARTNERS LLC |
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4,747,767 |
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ONEX EMSC CO-INVEST LP |
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1,216,062 |
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Item 5 |
Ownership of Five Percent or Less of a Class: |
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Not applicable. |
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Item 6 |
Ownership of More than Five Percent on Behalf of Another Person: |
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Not applicable. |
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Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
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Not applicable |
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Item 8 |
Identification and Classification of Members of the Group: |
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Not applicable |
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Item 9 |
Notice of Dissolution of Group: |
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Not applicable |
Item 10 |
Certification: |
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Not applicable. |
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.
Date: February 14, 2011 |
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ONEX CORPORATION | ||
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By: |
/s/ Donald W. Lewtas | |
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Name: |
Donald W. Lewtas |
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Title: |
Chief Financial Officer |
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By: |
/s/ Christopher A. Govan | |
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Name: |
Christopher A. Govan |
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Title: |
Managing Director |
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ONEX PARTNERS GP LP | ||
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By: |
Onex Partners GP Inc., its General Partner | |
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By: |
/s/ Robert M. Le Blanc | |
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Name: |
Robert M. Le Blanc |
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Title: |
President |
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By: |
/s/ Donald F. West | |
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Name: |
Donald F. West |
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Title: |
Vice President |
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ONEX PARTNERS GP INC. | ||
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By: |
/s/ Robert M. Le Blanc | |
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Name: |
Robert M. Le Blanc |
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Title: |
President |
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By: |
/s/ Donald F. West | |
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Name: |
Donald F. West |
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Title: |
Vice President |
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ONEX PARTNERS LLC | |||
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By: Onex American Holdings GP LLC, its General Partner | |||
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By: |
/s/ Donald F. West | ||
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Name: |
Donald F. West | |
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Title: |
Director | |
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ONEX PARTNERS LP | |||
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By: Onex Partners GP LP, its General Partner | |||
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By: Onex Partners Manager LP, its Agent | |||
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By: Onex Partners Manager GP ULC, its General Partner | |||
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By: |
/s/ Robert M. Le Blanc | ||
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Name: |
Robert M. Le Blanc | |
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Title: |
Managing Director | |
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By: |
/s/ Donald F. West | ||
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Name: |
Donald F. West | |
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Title: |
Vice President | |
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ONEX EMSC CO-INVEST LP | |||
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By: Onex Partners GP LP, its General Partner | |||
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By: Onex Partners Manager LP, its Agent | |||
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By: Onex Partners Manager GP ULC, its General Partner | |||
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By: |
/s/ Robert M. Le Blanc | ||
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Name: |
Robert M. Le Blanc | |
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Title: |
Managing Director | |
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By: |
/s/ Donald F. West | ||
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Name: |
Donald F. West | |
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Title: |
Vice President | |
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/s/ Donald W. Lewtas | |||
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Name: |
Donald W. Lewtas | ||
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Title: |
Authorized Signatory for Gerald W. Schwartz | ||