SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G*

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO 13d-2

(Amendment No. )*

 

 

VITAMIN SHOPPE, INC.

(Name of Issuer)

 

 

Common Stock

(Title of Class of Securities)

92849E101

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

þ 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).

 

 

 

 

Page 1 of 18 Pages

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1		NAMES OF REPORTING PERSONS   Blackstone Holdings I/II GP Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  þ
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER   13,8821
				6		SHARED VOTING POWER   0
				7		SOLE DISPOSITIVE POWER   13,8821
				8		SHARED DISPOSITIVE POWER   0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   13,882     (See Item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.1 %
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

1. The shares are subject to a Securityholders Agreement, dated October 27, 2009, as amended from time to time, pursuant to which the direct owners of the shares have agreed to vote shares of the Issuer to elect a board of directors of the Issuer that is comprised of persons designated by the securityholders who are affiliates of IPC/Vitamin, LLC. The Securityholders Agreement also provides for take-along and co-sale rights.

 

Page 2 of 18 Pages

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1		NAMES OF REPORTING PERSONS   Blackstone Mezzanine Management Associates L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  þ
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER   13,3271
				6		SHARED VOTING POWER   0
				7		SOLE DISPOSITIVE POWER   13,3271
				8		SHARED DISPOSITIVE POWER   0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   13,327     (See Item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.1 %
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

1. The shares are subject to a Securityholders Agreement, dated October 27, 2009, as amended from time to time, pursuant to which the direct owners of the shares have agreed to vote shares of the Issuer to elect a board of directors of the Issuer that is comprised of persons designated by the securityholders who are affiliates of IPC/Vitamin, LLC. The Securityholders Agreement also provides for take-along and co-sale rights.

 

Page 3 of 18 Pages

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1		NAMES OF REPORTING PERSONS   Blackstone Mezzanine Associates L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  þ
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER   13,3271
				6		SHARED VOTING POWER   0
				7		SOLE DISPOSITIVE POWER   13,3271
				8		SHARED DISPOSITIVE POWER   0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   13,327     (See Item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.1 %
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

1. The shares are subject to a Securityholders Agreement, dated October 27, 2009, as amended from time to time, pursuant to which the direct owners of the shares have agreed to vote shares of the Issuer to elect a board of directors of the Issuer that is comprised of persons designated by the securityholders who are affiliates of IPC/Vitamin, LLC. The Securityholders Agreement also provides for take-along and co-sale rights.

 

Page 4 of 18 Pages

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1		NAMES OF REPORTING PERSONS   Blackstone Mezzanine Partners L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  þ
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER   13,3271
				6		SHARED VOTING POWER   0
				7		SOLE DISPOSITIVE POWER   13,3271
				8		SHARED DISPOSITIVE POWER   0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   13,327     (See Item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.1 %
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

1. The Reporting Person is a party to a Securityholders Agreement, dated October 27, 2009, as amended from time to time, pursuant to which the Reporting Person has agreed to vote shares of the Issuer to elect a board of directors of the Issuer that is comprised of persons designated by the securityholders who are affiliates of IPC/Vitamin, LLC. The Securityholders Agreement also provides for take-along and co-sale rights.

 

Page 5 of 18 Pages

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1		NAMES OF REPORTING PERSONS   BMP Side-by-Side GP L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  þ
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER   5551
				6		SHARED VOTING POWER   0
				7		SOLE DISPOSITIVE POWER   5551
				8		SHARED DISPOSITIVE POWER   0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   555     (See Item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.0 %
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

1. The shares are subject to a Securityholders Agreement, dated October 27, 2009, as amended from time to time, pursuant to which the direct owners of the shares have agreed to vote shares of the Issuer to elect a board of directors of the Issuer that is comprised of persons designated by the securityholders who are affiliates of IPC/Vitamin, LLC. The Securityholders Agreement also provides for take-along and co-sale rights.

 

Page 6 of 18 Pages

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1		NAMES OF REPORTING PERSONS   Blackstone Mezzanine Holdings L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  þ
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER   5551
				6		SHARED VOTING POWER   0
				7		SOLE DISPOSITIVE POWER   5551
				8		SHARED DISPOSITIVE POWER   0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   555     (See Item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.0 %
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

1. The Reporting Person is a party to a Securityholders Agreement, dated October 27, 2009, as amended from time to time, pursuant to which the Reporting Person has agreed to vote shares of the Issuer to elect a board of directors of the Issuer that is comprised of persons designated by the securityholders who are affiliates of IPC/Vitamin, LLC. The Securityholders Agreement also provides for take-along and co-sale rights.

 

Page 7 of 18 Pages

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1		NAMES OF REPORTING PERSONS   Blackstone Holdings II L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  þ
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER   13,8821
				6		SHARED VOTING POWER   0
				7		SOLE DISPOSITIVE POWER   13,8821
				8		SHARED DISPOSITIVE POWER   0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   13,882     (See Item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.1 %
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

1. The shares are subject to a Securityholders Agreement, dated October 27, 2009, as amended from time to time, pursuant to which the direct owners of the shares have agreed to vote shares of the Issuer to elect a board of directors of the Issuer that is comprised of persons designated by the securityholders who are affiliates of IPC/Vitamin, LLC. The Securityholders Agreement also provides for take-along and co-sale rights.

 

Page 8 of 18 Pages

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1		NAMES OF REPORTING PERSONS   Blackstone Group Management L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  þ
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER   13,8821
				6		SHARED VOTING POWER   0
				7		SOLE DISPOSITIVE POWER   13,8821
				8		SHARED DISPOSITIVE POWER   0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   13,882     (See Item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.1 %
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

1. The shares are subject to a Securityholders Agreement, dated October 27, 2009, as amended from time to time, pursuant to which the direct owners of the shares have agreed to vote shares of the Issuer to elect a board of directors of the Issuer that is comprised of persons designated by the securityholders who are affiliates of IPC/Vitamin, LLC. The Securityholders Agreement also provides for take-along and co-sale rights.

 

Page 9 of 18 Pages

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1		NAMES OF REPORTING PERSONS   The Blackstone Group L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  þ
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER   13,8821
				6		SHARED VOTING POWER   0
				7		SOLE DISPOSITIVE POWER   13,8821
				8		SHARED DISPOSITIVE POWER   0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   13,882 (See Item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.1%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

1. The shares are subject to a Securityholders Agreement, dated October 27, 2009, as amended from time to time, pursuant to which the direct owners of the shares have agreed to vote shares of the Issuer to elect a board of directors of the Issuer that is comprised of persons designated by the securityholders who are affiliates of IPC/Vitamin, LLC. The Securityholders Agreement also provides for take-along and co-sale rights.

 

Page 10 of 18 Pages

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1		NAMES OF REPORTING PERSONS   Stephen A. Schwarzman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  þ
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER   13,8821
				6		SHARED VOTING POWER   0
				7		SOLE DISPOSITIVE POWER   13,8821
				8		SHARED DISPOSITIVE POWER   0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   13,882 (See Item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.1 %
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

1. The shares are subject to a Securityholders Agreement, dated October 27, 2009, as amended from time to time, pursuant to which the direct owners of the shares have agreed to vote shares of the Issuer to elect a board of directors of the Issuer that is comprised of persons designated by the securityholders who are affiliates of IPC/Vitamin, LLC. The Securityholders Agreement also provides for take-along and co-sale rights.

 

Page 11 of 18 Pages

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Item 1(a).

Name of Issuer:

Vitamin Shoppe, Inc. (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

2101 91st Street

North Bergen, New Jersey 07047

 

Item 2(a).

Name of Person Filing:

This statement on Schedule 13G is being filed jointly by:

 

(i)

Blackstone Mezzanine Partners L.P.;

 

(ii)

Blackstone Mezzanine Holdings L.P.;

 

(iii)

Blackstone Mezzanine Management Associates L.L.C.;

 

(iv)

Blackstone Mezzanine Associates L.P.;

 

(v)

BMP Side-by-Side GP L.L.C.;

 

(vi)

Blackstone Holdings II L.P.;

 

(vii)

Blackstone Holdings I/II GP Inc.;

 

(viii)

The Blackstone Group L.P.;

 

(ix)

Blackstone Group Management L.L.C.; and

 

(x)

Stephen A. Schwarzman.

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The address of the business office of each of the Reporting Persons is:

c/o The Blackstone Group

345 Park Avenue

New York, New York 10154

 

Item 2(c).

Citizenship:

Each of Blackstone Mezzanine Partners L.P., Blackstone Mezzanine Holdings L.P., Blackstone Mezzanine Associates L.P., Blackstone Holdings II L.P. and The Blackstone Group L.P. is a limited partnership organized under the laws of the State of Delaware. Each of Blackstone Mezzanine Management Associates L.L.C., BMP Side-by-Side GP L.L.C. and Blackstone Group Management L.L.C. is a limited liability company organized in the State of Delaware. Blackstone Holdings I/II GP Inc. is a corporation incorporated under the laws of Delaware. Mr. Schwarzman is a citizen of the United States.

 

Item 2(d).

Title of Class of Securities:

This statement relates to shares of the common stock of the Issuer, par value $0.01 per share (the “Stock”).

 

Item 2(e).

CUSIP Number:

92848E101

 

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:

Not applicable.

 

Page 12 of 18 Pages

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Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:

Blackstone Mezzanine Partners L.P. and Blackstone Mezzanine Holdings L.P. beneficially own 13,327 and 555 shares of Stock, respectively, subject to the Agreement (as defined below).

 

(b)

Percent of class: Blackstone Mezzanine Partners L.P. and Blackstone Mezzanine Holdings L.P. beneficially own approximately 0.05% of the outstanding shares of Stock of the Issuer based upon 26,676,782 shares of Stock outstanding as of November 6, 2009, as reflected in the Issuer’s Form 10-Q for the quarterly period ended September 26, 2009.

 

(c)

Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote

See the responses to Item 5 on the attached cover pages.

 

(ii)

Shared power to vote or to direct the vote

See the responses to Item 6 on the attached cover pages.

 

(iii)

Sole power to dispose or to direct the disposition of

See the responses to Item 7 on the attached cover pages.

 

(iv)

Shared power to dispose or to direct the disposition of

See the responses to Item 8 on the attached cover pages.

Blackstone Mezzanine Partners L.P. and Blackstone Mezzanine Holdings L.P. are parties to a Securityholders Agreement, dated October 27, 2009 (the “Agreement”), as amended from time to time, pursuant to which Blackstone Mezzanine Partners L.P. and Blackstone Mezzanine Holdings L.P. have agreed to vote shares of the Issuer to elect a board of directors of the Issuer that is comprised of persons designated by the securityholders who are affiliates of IPC/Vitamin, LLC (“IPC”). In addition, such designated persons must comprise a majority of the directors on the board of directors of any of the subsidiaries of the Issuer and of any committee of the board of directors of the Issuer. The agreement also provides for take-along rights, which provide that if IPC elects to consummate, or to cause the Issuer to consummate, a transaction constituting a sale of the Issuer, the other securityholders must vote for, consent to, and raise no objections to the proposed transaction, and take all other actions necessary to cause the consummation of the sale on the terms proposed by IPC. In addition, the Agreement provides for co-sale rights. In addition, in the event of sales by IPC of shares of Stock, securityholders may under certain circumstances elect to participate in the contemplated transfer of shares by IPC. The other parties to the Agreement include (i) IPC/Vitamin, LLC; (ii) FdG Capital Partners LLC; (iii) JP Morgan Partners Global Investors, L.P., a Delaware limited partnership; (iv) JP Morgan Partners Global Investors A, L.P., a Delaware limited partnership; (v) JP Morgan Partners Global Investors Cayman, L.P., a Cayman limited partnership; (vi) JP Morgan Partners Global Investors Cayman II, L.P., a Cayman limited partnership; (vii) JPMP Co-Invest (BHCA), L.P., a Delaware limited partnership; (viii) Antares Capital Corporation, a Delaware corporation; (ix) Jeffrey Horowitz; (x) Thomas Tolworthy; and (xi) Richard Markee. Approximately 16 million shares of Stock are currently subject to the Agreement.

Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this statement is filed or who are otherwise party to the Agreement constitute a “group” for the purposes of Sections 13(d) and 13(g) of the Act and the rules thereunder. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.

 

Page 13 of 18 Pages

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Blackstone Mezzanine Management Associates L.L.C. is the general partner of Blackstone Mezzanine Associates L.P. which is the general partner of Blackstone Mezzanine Partners L.P. and BMP Side-by-Side GP L.L.C. is the general partner of Blackstone Mezzanine Holdings L.P. Blackstone Holdings II L.P. is the managing member of Blackstone Mezzanine Management Associates L.L.C. and the sole member of BMP Side-by-Side GP L.L.C. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings II L.P. The Blackstone Group L.P. is the sole shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Mr. Schwarzman is the founding member of Blackstone Group Management L.L.C. and, accordingly, may be deemed to be the beneficial owner of the shares held by Blackstone Mezzanine Partners L.P. and Blackstone Mezzanine Holdings L.P. Each of the above, other than Blackstone Mezzanine Partners L.P. and Blackstone Mezzanine Holdings L.P., disclaims beneficial ownership of the shares held by each of Blackstone Mezzanine Partners L.P. and Blackstone Mezzanine Holdings L.P., except to the extent of such party’s pecuniary interest therein.

 

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

 

Item 9.

Notice of Dissolution of Group.

Not Applicable.

 

Page 14 of 18 Pages

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Item 10.

Certifications.

Each of the Reporting Persons hereby makes the following certification:

By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Page 15 of 18 Pages

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INDEX TO EXHIBITS

 

Exhibit No.		Exhibit Description
99.1		Joint Filing Agreement

 

Page 16 of 18 Pages

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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 16, 2010

 

Page 17 of 18 Pages

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Page 18 of 18 Pages