| UNITED STATES |
| |
| SECURITIES AND EXCHANGE COMMISSION |
| |
| Washington, D.C. 20549 |
| |
| SCHEDULE 13D |
| |
| Under the Securities Exchange Act of 1934 |
| |
| (Amendment No. 2)* |
| |
| |
| GEOEYE, INC. |
| (Name of Issuer) |
| |
| Common Stock, Par Value $0.01 Per Share |
| (Title of Class of Securities) |
| |
| 37250W108 |
| (CUSIP Number) |
| | | | |
| | | | with a copy to: |
| | Mr. Stephen Feinberg | | Robert G. Minion, Esq. |
| | c/o Cerberus Capital Management, L.P. | | Lowenstein Sandler PC |
| | 299 Park Avenue, 22nd Floor | | 1251 Avenue of the Americas, 18th Floor |
| | New York, NY 10171 | | New York, NY 10020 |
| | (212) 891-2100 | | (973) 597-2424 |
| (Name, Address and Telephone Number of Person |
| Authorized to Receive Notices and Communications) |
| |
| December 14, 2011 |
| (Date of Event which Requires Filing of this Statement) |
| |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
| | 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): |
| | | |
| | | Stephen Feinberg |
| | | |
| | 2. | Check the Appropriate Box if a Member of a Group (See Instructions): |
| | (a) | Not |
| | (b) | Applicable |
| | | |
| | 3. | SEC Use Only |
| | | |
| | 4. | Source of Funds (See Instructions): WC |
| | | |
| | 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): |
| | | |
| | | Not Applicable |
| | | |
| | 6. | Citizenship or Place of Organization: United States |
| | | |
| | Number of | 7. | Sole Voting Power: | * | |
| | Shares Beneficially | 8. | Shared Voting Power: | * | |
| | Owned by | | | | |
| | Each Reporting | 9. | Sole Dispositive Power: | * | |
| | Person With | 10. | Shared Dispositive Power: | * | |
| | | | | | |
| | | |
| | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: * |
| | | |
| | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [X] |
| | | |
| | 13. | Percent of Class Represented by Amount in Row (11): * |
| | | |
| | 14. | Type of Reporting Person (See Instructions): IA, IN |
* Based on the information set forth in the Quarterly Report on Form 10-Q of GeoEye, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission on November 1, 2011, there were 22,186,922 shares of the common stock, par value $0.01 per share (the “Common Shares”), of the Company outstanding as of October 27, 2011. As of the filing date of this Schedule 13D, Cerberus Partners II, L.P., a Delaware limited partnership, and Cerberus Series IV Holdings, LLC, a Delaware limited liability company, held 27,261 and 2,388,239 Common Shares, respectively, and Cerberus Satellite LLC, a Delaware limited liability company, held 80,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Shares”) of the Company. Pursuant to the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of the Company (the “Certificate of Designations”), which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2010, the Series A Preferred Shares are convertible at any time at the option of the holder; provided, however, that the holder shall have no right to convert Series A Preferred Shares to the extent that at such time, after giving effect to such conversion, the beneficial owner of the Series A Preferred Shares would have acquired beneficial ownership of a number of Common Shares that exceeds 19.99% of the number of Common Shares outstanding at such time immediately after giving effect to such conversion (the “Blocker”). The Series A Preferred Shares are convertible into such number of Common Shares as is obtained by (i) multiplying the number of Series A Preferred Shares to be converted by $1,000 and adding to such product an amount equal to all declared but unpaid dividends and all accrued but unpaid dividends with respect to such shares and (ii) dividing the result obtained pursuant to clause (i) by the “Conversion Price.” The Conversion Price was initially $29.76, which is subject to certain adjustments as set forth in the Certificate of Designations. The Series A Preferred Shares have no expiration date. Without regard to the Blocker, as of the filing date of this Schedule 13D, the 80,000 Preferred Shares were convertible into 2,688,347 Common Shares. Stephen Feinberg, through one or more entities, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company beneficially owned by Cerberus Partners II, L.P., Cerberus Series IV Holdings, LLC and Cerberus Satellite LLC. As a result of the foregoing, as of the filing date of this Schedule 13D, after giving effect to the Blocker, Stephen Fienberg may be deemed to beneficially own 19.99% of the Common Shares of the Company.
Item 3. Source and Amount of Funds or Other Consideration.
The 27,261 and 2,388,239 Common Shares held by Cerberus Partners II, L.P. and Cerberus Series IV Holdings, LLC, respectively, were purchased for $982,332 and $86,045,017, respectively (including brokerage commissions). The 80,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Shares”) of the Company held by Cerberus Satellite LLC were purchased for $78,000,000. All securities reported in this Schedule 13D were acquired with cash from the respective assets of Cerberus Partners II, L.P., Cerberus Series IV Holdings, LLC and Cerberus Satellite LLC.
Item 5. Interest in Securities of the Issuer.
Based on the information set forth in the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission on November 1, 2011, there were 22,186,922 Common Shares of the Company outstanding as of October 27, 2011. As of the filing date of this Schedule 13D, Cerberus Partners II, L.P., a Delaware limited partnership, and Cerberus Series IV Holdings, LLC, a Delaware limited liability company, held 27,261 and 2,388,239 Common Shares, respectively, and Cerberus Satellite LLC, a Delaware limited liability company, held 80,000 Series A Preferred Shares. Pursuant to the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of the Company (the “Certificate of Designations”), which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2010, the Series A Preferred Shares are convertible at any time at the option of the holder; provided, however, that the holder shall have no right to convert Series A Preferred Shares to the extent that at such time, after giving effect to such conversion, the beneficial owner of the Series A Preferred Shares would have acquired beneficial ownership of a number of Common Shares that exceeds 19.99% of the number of Common Shares outstanding at such time immediately after giving effect to such conversion (the “Blocker”). The Series A Preferred Shares are convertible into such number of Common Shares as is obtained by (i) multiplying the number of Series A Preferred Shares to be converted by $1,000 and adding to such product an amount equal to all declared but unpaid dividends and all accrued but unpaid dividends with respect to such shares and (ii) dividing the result obtained pursuant to clause (i) by the “Conversion Price.” The Conversion Price was initially $29.76, which is subject to certain adjustments as set forth in the Certificate of Designations. The Series A Preferred Shares have no expiration date. Without regard to the Blocker, as of the filing date of this Schedule 13D, the 80,000 Preferred Shares were convertible into 2,688,347 Common Shares. Stephen Feinberg, through one or more entities, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company beneficially owned by Cerberus Partners II, L.P., Cerberus Series IV Holdings, LLC and Cerberus Satellite LLC. As a result of the foregoing, as of the filing date of this Schedule 13D, after giving effect to the Blocker, Stephen Feinberg may be deemed to beneficially own 19.99% of the Common Shares of the Company.
During the sixty days on or prior to the filing date of this Schedule 13D, there were no transactions effected in the Common Shares, or securities convertible into, exercisable for or exchangeable for the Common Shares, by Mr. Feinberg or any person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof.
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.
| | December 15, 2011 |
| | |
| | |
| | /s/ Stephen Feinberg | |
| | Stephen Feinberg, on behalf of Craig Court, Inc., the managing member of Craig Court GP, LLC, the general partner of Cerberus Capital Management, L.P. | |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
