Schedule 13d
| Filed by: | NEW MOUNTAIN VANTAGE, L.P. |
| Subject Company: | SOURCE INTERLINK COMPANIES, INC. |
| Filed as of Date: | 07/08/2008 |
| View Original Filing on Edgar's | |
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Amendment No.
3)*
Under the Securities Exchange Act of
1934
SOURCE INTERLINK COMPANIES,
INC.
(Name of
Issuer)
Common Stock, par value $0.01 per
share
(Title of
Class of Securities)
836151209
(CUSIP
Number)
Steven B. Klinsky
New Mountain Vantage,
L.P.
787 Seventh Avenue, 49th
Floor
New York,
NY 10019
(212) 720-0300
Copies
to:
Stuart H. Gelfond
Fried, Frank, Harris, Shriver &
Jacobson LLP
One New York
Plaza
New York,
NY 10004-1980
(212) 859-8000
(Name, Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
July 7,
2008
(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: [ ]
*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).
SCHEDULE
13D
| CUSIP No. 836151209 |
Page 2
of 11
|
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New Mountain Vantage GP,
L.L.C.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) o
(b) o
|
|
3
|
SEC USE
ONLY
|
|
4
|
SOURCE
OF FUNDS
AF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or
2(e)
;
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
2,220,700
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
2,220,700
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,220,700
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
|
14
|
TYPE
OF REPORTING PERSON
OO
|
SCHEDULE
13D
| CUSIP No. 836151209 |
Page 3
of 11
|
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New Mountain Vantage,
L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) o
(b) o
|
|
3
|
SEC USE
ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or
2(e) o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
755,300
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
755,300
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,300
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
|
|
14
|
TYPE
OF REPORTING PERSON
PN
|
SCHEDULE
13D
| CUSIP No. 836151209 |
Page 4
of 11
|
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New Mountain Vantage
(California), L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) o
(b)
o
|
|
3
|
SEC USE
ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or
2(e)
;
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
770,800
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
770,800
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
770,800
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
|
|
14
|
TYPE
OF REPORTING PERSON
PN
|
SCHEDULE
13D
| CUSIP No. 836151209 |
Page 5
of 11
|
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New Mountain Vantage (Texas),
L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) o
(b) o
|
|
3
|
SEC USE
ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or
2(e)
;
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
694,600
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
694,600
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
694,600
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
|
|
14
|
TYPE
OF REPORTING PERSON
PN
|
SCHEDULE
13D
| CUSIP No. 836151209 |
Page 6
of 11
|
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New Mountain Vantage Advisers,
L.L.C.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) o
(b) o
|
|
3
|
SEC USE
ONLY
|
|
4
|
SOURCE
OF FUNDS
AF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or
2(e)
;
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
4,089,600
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
4,089,600
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,089,600
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
|
|
14
|
TYPE
OF REPORTING PERSON
OO
|
SCHEDULE
13D
| CUSIP No. 836151209 |
Page 7
of 11
|
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New Mountain Vantage (Cayman)
Ltd.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) o
(b)
o
|
|
3
|
SEC USE
ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or
2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
1,868,900
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
1,868,900
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,868,900
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
|
|
14
|
TYPE
OF REPORTING PERSON
CO
|
SCHEDULE
13D
| CUSIP No. 836151209 |
Page 8
of 11
|
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New Mountain Vantage
HoldCo Ltd.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) o
(b) o
|
|
3
|
SEC USE
ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or
2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
1,868,900
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
1,868,900
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,868,900
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
|
|
14
|
TYPE
OF REPORTING PERSON
CO
|
SCHEDULE
13D
| CUSIP No. 836151209 |
Page 9
of 11
|
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven B.
Klinsky
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a)
o
|
|
3
|
SEC USE
ONLY
|
|
4
|
SOURCE
OF FUNDS
AF, PF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or
2(e)
;
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of
America
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
4,089,600
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
4,089,600
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,089,600
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
This
Amendment No. 3, 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 4,089,600 shares of Common Stock owned by the Purchasers
is $42,892,281.09, 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 7, 2008, Mr. Klinsky and NMV Advisers may be deemed to
beneficially own an aggregate of 4,089,600 shares of Common Stock that may be
deemed to be beneficially owned by NMV, NMVC, NMVT and NMV Offshore
representing, in the aggregate, approximately 7.8% 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 7, 2008, Vantage GP may be deemed to beneficially own
an aggregate of 2,220,700 shares of Common Stock that may be deemed to be
beneficially owned by NMV, NMVC and NMVT representing, in the aggregate,
approximately 4.2% 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 7, 2008, NMV Offshore may be deemed to beneficially
own an aggregate of 1,868,900 shares of Common Stock that may be deemed to be
beneficially owned by NMV Offshore HoldCo, representing approximately 3.6% of
the issued and outstanding shares of Common Stock.
As of the
close of business on July 7, 2008, (i) NMV may be deemed to beneficially own an
aggregate of 755,300 shares of Common Stock, representing approximately 1.4% of
the issued and outstanding shares of Common Stock, (ii) NMVC may be deemed to
beneficially own an aggregate of 770,800 shares of Common Stock, representing
approximately 1.5% of the issued and outstanding shares of Common Stock, (iii)
NMVT may be deemed to beneficially own an aggregate of 694,600 shares of Common
Stock, representing approximately 1.3% of the issued and outstanding shares of
Common Stock and (iii) NMV Offshore HoldCo may be deemed to beneficially own an
aggregate of 1,868,900 shares of Common Stock, representing approximately 3.6%
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.
|
NEW
MOUNTAIN VANTAGE GP, L.L.C.
|
|||
|
By:
|
/s/
Steven B. Klinsky
|
||
|
Steven
B. Klinsky
|
|||
|
Managing
Member
|
|||
|
NEW
MOUNTAIN VANTAGE, L.P.
By: New
Mountain Vantage GP, L.L.C.,
its
general partner
|
|||
|
By:
|
/s/
Steven B. Klinsky
|
||
|
Steven
B. Klinsky
|
|||
|
Managing
Member
|
|||
|
NEW
MOUNTAIN VANTAGE
(CALIFORNIA), L.P.
By: New
Mountain Vantage GP, L.L.C.,
its
general partner
|
|||
|
By:
|
/s/
Steven B. Klinsky
|
||
|
Steven
B. Klinsky
|
|||
|
Managing
Member
|
|||
|
NEW
MOUNTAIN VANTAGE (TEXAS), L.P.
By: New
Mountain Vantage GP, L.L.C.,
its
general partner
|
|||
|
By:
|
/s/
Steven B. Klinsky
|
||
|
Steven
B. Klinsky
|
|||
|
Managing
Member
|
|||
|
NEW
MOUNTAIN VANTAGE ADVISERS, L.L.C.
|
|||
|
By:
|
/s/
Steven B. Klinsky
|
||
|
Steven
B. Klinsky
|
|||
|
Managing
Member
|
|||
|
NEW
MOUNTAIN VANTAGE (CAYMAN) LTD.
|
|||
|
By:
|
/s/
Steven B. Klinsky
|
||
|
Steven
B. Klinsky
|
|||
|
Director
|
|||
|
NEW
MOUNTAIN VANTAGE HOLDCO LTD.
|
|||
|
By:
|
/s/
Steven B. Klinsky
|
||
|
Steven
B. Klinsky
|
|||
|
Director
|
|||
|
/s/ Steven B.
Klinsky
Steven
B. Klinsky
|
|||
SCHEDULE
A
TRANSACTIONS
IN THE PAST SIXTY DAYS BY THE PURCHASERS
NMV
|
Date
|
Shares
of Common Stock Purchased
(Sold) |
Approximate
Price per Share (inclusive of commissions)
|
|
7/7/2008
|
(3,800)
|
1.97
|
NMVC
|
Date
|
Shares
of Common Stock Purchased
(Sold)
|
Approximate
Price per Share (inclusive of commissions)
|
|
7/7/2008
|
(3,200)
|
1.97
|
NMVT
|
Date
|
Shares
of Common Stock Purchased
(Sold)
|
Approximate
Price per Share (inclusive of commissions)
|
|
7/7/2008
|
(2,900)
|
1.97
|
NMV
Offshore HoldCo
|
Date
|
Shares
of Common Stock Purchased
(Sold)
|
Approximate
Price per Share (inclusive of commissions)
|
|
7/7/2008
|
(7,600)
|
1.97
|
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