UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Encore Capital Group, Inc.
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(Name of Issuer)
Common Stock ($.01 par value)
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(Title of Class of Securities)
292554 10 2
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(CUSIP Number)
Stuart I. Rosen
Senior Vice President and Associate General Counsel
Triarc Companies, Inc.
280 Park Avenue
New York, New York 10017
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 20, 2005
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(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 ss.240.13d-1(e), (f) or (g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See ss.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 purposes 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) Name of Reporting Person Madison West Associates Corp.
I.R.S. Identification No. of Above
Person
(2) Check the Appropriate Box (a)
if a Member of a Group (b) X
(3) SEC Use Only
(4) Source of Funds OO
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Delaware
Number of Shares (7) Sole Voting Power None
Beneficially Owned by
Each Reporting Person (8) Shared Voting Power 1,296,800
With
(9) Sole Dispositive Power None
(10) Shared Dispositive Power 1,296,800
(11) Aggregate Amount Beneficially Owned by
Each Reporting Person 1,296,800
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in 5.9%*
Row (11)
(14) Type of Reporting Person CO
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* Based on 22,118,604 shares of common stock outstanding as of November 30,
2004, as reported in the Company's Prospectus Supplement dated January 20, 2005
(to Prospectus dated December 23, 2004), as filed with the Securities and
Exchange Commission on January 24, 2005.
(1) Name of Reporting Person Triarc Companies, Inc.
I.R.S. Identification No.
of Above Person
(2) Check the Appropriate Box (a)
if a Member of a Group (b) X
(3) SEC Use Only
(4) Source of Funds OO
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Delaware
Number of Shares (7) Sole Voting Power None
Beneficially Owned by
Each Reporting Person (8) Shared Voting Power 1,398,075
With
(9) Sole Dispositive Power None
(10) Shared Dispositive Power 1,398,075
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 1,398,075
(12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by Amount
in Row (11) 6.3%
(14) Type of Reporting Person CO
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* Based on 22,118,604 shares of common stock outstanding as of November 30,
2004, as reported in the Company's Prospectus Supplement dated January 20, 2005
(to Prospectus dated December 23, 2004), as filed with the Securities and
Exchange Commission on January 24, 2005.
(1) Name of Reporting Person Nelson Peltz
I.R.S. Identification No. of
Above Person
(2) Check the Appropriate Box (a)
if a Member of a Group (b) X
(4) Source of Funds OO
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization United States
Number of Shares (7) Sole Voting Power None
Beneficially Owned by
Each Reporting Person (8) Shared Voting Power 2,895,099
(9) Sole Dispositive Power None
(10) Shared Dispositive Power 2,895,099
(11) Aggregate Amount Beneficially Owned by
Each Reporting Person 2,895,099
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount 13.1%*
in Row (11)
(14) Type of Reporting Person IN
------------------------------
* Based on 22,118,604 shares of common stock outstanding as of November 30,
2004, as reported in the Company's Prospectus Supplement dated January 20, 2005
(to Prospectus dated December 23, 2004), as filed with the Securities and
Exchange Commission on January 24, 2005.
(1) Name of Reporting Person Peter W. May
I.R.S. Identification No. of
Above Person
(2) Check the Appropriate Box (a)
if a Member of a Group (b) X
(3) SEC Use Only
(4) Source of Funds OO
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization United States
Number of Shares (7) Sole Voting Power 15,000
Beneficially Owned by
Each Reporting Person (8) Shared Voting Power 2,066,525
With
(9) Sole Dispositive Power 15,000
(10)Shared Dispositive Power 2,066,525
(11) Aggregate Amount Beneficially Owned by
Each Reporting Person 2,081,525
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount 9.4%*
(14) Type of Reporting Person IN
--------------------------
* Based on 22,118,604 shares of common stock outstanding as of November 30,
2004, as reported in the Company's Prospectus Supplement dated January 20, 2005
(to Prospectus dated December 23, 2004), as filed with the Securities and
Exchange Commission on January 24, 2005.
(1) Name of Reporting Person Neale M. Albert
I.R.S. Identification No. of
Above Person
(2) Check the Appropriate Box (a)
if a Member of a Group (b) X
(3) SEC Use Only
(4) Source of Funds OO
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization United States
Number of Shares (7) Sole Voting Power None
Beneficially Owned by
Each Reporting Person (8) Shared Voting Power 668,450
(9) Sole Dispositive Power None
(10) Shared Dispositive Power 668,450
(11) Aggregate Amount Beneficially Owned by
Each Reporting Person 668,450
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount 3.0%*
in Row (11)
(14) Type of Reporting Person IN
---------------------------------
* Based on 22,118,604 shares of common stock outstanding as of November 30,
2004, as reported in the Company's Prospectus Supplement dated January 20, 2005
(to Prospectus dated December 23, 2004), as filed with the Securities and
Exchange Commission on January 24, 2005.
Amendment No. 7 to Schedule 13D
This Amendment No. 7 to Schedule 13D amends the Schedule 13D originally
filed on March 4, 2002, as supplemented and amended by Amendment No. 1, dated
October 31, 2002, Amendment No. 2, dated September 4, 2003, Amendment No. 3,
dated September 29, 2003, Amendment No. 4 dated October 9, 2003, Amendment No. 5
dated October 16, 2003 and Amendment No. 6 dated December 23, 2004 ("Amendment
No. 6") (the "Schedule 13D"). Unless otherwise indicated, all capitalized terms
shall have the same meaning as provided in the Schedule 13D. Except as set forth
below, there are no changes to the information set forth in the Schedule 13D.
Item 4. Purpose of the Transaction.
The supplement to Item 4 included in Amendment No. 6 is hereby amended in
its entirety to read as follows:
On December 23, 2004, a registration statement filed by the Company on Form
S-3 (the "Registration Statement") was declared effective by the Securities and
Exchange Commission. Triarc, Madison West, Mr. Peltz (as beneficial owner of
shares of Common Stock held by Triarc, Madison West and the Peltz LP), Mr. May
(as beneficial owner of the shares held by Triarc, Madison West, the JM Trust,
the LM Trust and Mr. May) and Mr. Albert (as beneficial owner of the shares held
by the JM Trust and the LM Trust, among others, were named as "Selling
Stockholders" in the Registration Statement and indicated that, pursuant to the
Registration Statement, they may sell up to 604,790 shares, 604,790 shares,
1,187,064 shares, 895,928 shares and 872,448, respectively, of Common Stock that
they beneficially own.
On January 20, 2005, the Company, the Reporting Persons and certain other
stockholders of the Company entered into an Underwriting Agreement with the
underwriter party thereto, pursuant to which Madison West, the Peltz LP, the NP
Trust, the JM Trust and the LM Trust agreed to sell 604,790 shares, 964 shares,
581,310 shares, 145,569 shares and 145,569 shares of Common Stock, respectively,
to the underwriter for $20.00 a share, less underwriters discounts and
commissions of $.35 per share. The closing of each of the foregoing sales
occurred on January 25, 2005.
Item 5. Interest in Securities of the Issuer.
Part (a)-(b) of Item 5 is amended in its entirety as follows:
(a)-(b)
(i) Pursuant to Rule 13d-3 of the Exchange Act, Madison West may be deemed the
beneficial owner of 1,296,800 shares of Common Stock, which constitute
approximately 5.9% of the Company's outstanding shares of Common Stock
(computed in accordance with Rule 13d-3 of the Exchange Act and on the
basis of 22,118,604 shares of common stock currently outstanding, as
reported in the Company's Prospectus Supplement dated January 24, 2005 (to
Prospectus dated December 23, 2004) (the "Prospectus Supplement"), as filed
with the Securities and Exchange Commission on January 24, 2005). Madison
West shares with Triarc, Mr. Peltz and Mr. May voting and dispositive power
over the 1,296,800 shares of Common Stock directly owned by Madison West;
(ii) Pursuant to Rule 13d-3 of the Exchange Act, Triarc may be deemed the
beneficial owner of 1,398,075 shares of Common Stock, including (i)
1,296,800 shares of Common Stock directly owned by Madison West and (ii)
101,275 shares of Common Stock directly owned by Triarc. The aggregate
holdings of Triarc constitute approximately 6.3% of the Company's
outstanding shares of Common Stock (computed in accordance with Rule 13d-3
of the Exchange Act and on the basis of 22,118,604 shares of Common Stock
currently outstanding, as reported in the Prospectus Supplement filed with
the Securities and Exchange Commission on January 24, 2005). Triarc shares
with Madison West, Mr. Peltz and Mr. May voting and dispositive power over
the 1,296,800 shares of Common Stock directly owned by Madison West and
shares with Mr. Peltz and Mr. May voting and dispositive power of the
101,275 shares of Common Stock directly owned by Triarc;
(iii)As a co-trustee of each of the JM Trust and the LM Trust, Mr. Albert
shares with Mr. May voting and dispositive power over the 334,225 shares of
Common Stock directly owned by the JM Trust, and the 334,225 shares of
Common Stock directly owned by the LM Trust. As a result, pursuant to Rule
13d-3 of the Exchange Act, Mr. Albert may be deemed the beneficial owner of
668,450 shares, which constitute approximately 3.0% of the Company's
outstanding shares of Common Stock (computed in accordance with Rule 13d-3
of the Exchange Act and on the basis of 22,118,604 shares of Common Stock
currently outstanding, as reported in the Prospectus Supplement filed with
the Securities and Exchange Commission on January 24, 2005). Mr. Albert
disclaims beneficial ownership of such shares;
(iv) As a general partner of the Peltz LP, Mr. Peltz shares voting and
dispositive power over the 1,497,024 shares of Common Stock directly owned
by the Peltz LP. As a result of the Voting Agreement, Mr. Peltz and Mr. May
may be deemed to beneficially own, in the aggregate, approximately 45.6% of
the voting power of the outstanding Class A Common Stock and Class B Common
Stock, of Triarc, and thus Mr. Peltz shares voting and dispositive power
with Triarc and Mr. May over the 1,398,075 shares of Common Stock
beneficially owned by Triarc (see (ii) above). As a result, pursuant to
Rule 13d-3 of the Exchange Act, Mr. Peltz may be deemed the indirect
beneficial owner of (i) the 1,497,024 shares of Common Stock directly owned
by the Peltz LP, and (ii) the 1,398,075 shares of Common Stock beneficially
owned by Triarc, which, in the aggregate, constitute approximately 13.1% of
the Company's outstanding shares of Common Stock (computed in accordance
with Rule 13d-3 of the Exchange Act and on the basis of 22,118,604 shares
of Common Stock currently outstanding, as reported in the Prospectus
Supplement filed with the Securities and Exchange Commission on January 24,
2005). Mr. Peltz disclaims beneficial ownership of such shares;
(v) As a co-trustee of each of the JM Trust and the LM Trust, Mr. May shares
voting and dispositive power with Mr. Albert over the 334,225 shares of
Common Stock directly owned by the JM Trust and the 334,225 shares of
Common Stock directly owned by the LM Trust. Mr. May also beneficially owns
the 15,000 shares of Common Stock that he acquired through a brokerage
transaction and has sole voting and dispositive power over such shares. As
a result of the Voting Agreement, Mr. Peltz and Mr. May may be deemed to
beneficially own approximately 45.6% of the voting power of the outstanding
Class A Common Stock and Class B Common Stock, of Triarc, and thus, Mr. May
shares with Triarc and Mr. Peltz voting and dispositive power over the
1,398,075 shares of Common Stock beneficially owned by Triarc (see (ii)
above). As a result, pursuant to Rule 13d-3 of the Exchange Act, Mr. May
may be deemed the beneficial owner of (i) the 334,225 shares of Common
Stock directly owned by the JM Trust, (ii) the 334,225 shares of Common
Stock directly owned by the LM Trust, (iii) the 1,398,075 shares of Common
Stock beneficially owned by Triarc, and (iv) the 15,000 shares of Common
Stock owned directly by Mr. May, which, in the aggregate, constitute
approximately 9.4% of the Company's outstanding shares of Common Stock
(computed in accordance with Rule 13d-3 of the Exchange Act and on the
basis of 22,118,604 shares of Common Stock currently outstanding, as
reported in the Prospectus Supplement filed with the Securities and
Exchange Commission on January 24, 2005). Mr. May disclaims beneficial
ownership of all such shares other than the 15,000 shares of Common Stock
that he owns directly;
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Item 6 is supplemented as follows:
See Item 4 for a description of the Underwriting Agreement, dated
January 20, 2005.
Item 7. Materials to be Filed as Exhibits
Item 7 is hereby supplemented and amended as follows:
Exhibit 15 Underwriting Agreement, dated January 20, 2005.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement with respect to the
undersigned is true, complete and correct.
Date: January 27, 2005
MADISON WEST ASSOCIATES CORP.
By: STUART I. ROSEN
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Name: Stuart I. Rosen
Title: Senior Vice President and Secretary
TRIARC COMPANIES, INC.
By: STUART I. ROSEN
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Name: Stuart I. Rosen
Title: Senior Vice President and Secretary
NELSON PELTZ
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Nelson Peltz
PETER W. MAY
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Peter W. May
NEALE M. ALBERT
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Neale M. Albert
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
TRIARC COMPANIES, INC.
Set forth below are the names, citizenship, addresses and, to the best
knowledge of the Reporting Persons, the beneficial ownership in the securities
of the Company of each of the directors and executive officers of Triarc, other
than Messrs. Peltz and May who are also Reporting Persons. (1)
Name Citizenship Residence or Business Beneficial Ownership
Address
Hugh L. Carey USA 805 Third Avenue
New York, NY 10022 0
Clive Chajet USA 575 Madison Avenue,
New York, NY 10022 0
Joseph A. Levato USA 280 Park Avenue
New York, NY 10017 0
Gregory H. Sachs USA 8700 West Bryn Mawr,
12th Fl. 0
Chicago, IL 60631
David E. Schwab II USA 1133 Avenue of the Americas
New York, NY 10036 0
Raymond S. Troubh USA 10 Rockefeller Plaza
New York, NY 10020 0
Gerald Tsai, Jr. USA 200 Park Avenue
New York, NY 10166 0
Jack G. Wasserman USA 280 Park Avenue
New York, NY 10017 0
Edward Garden USA 280 Park Avenue
New York, NY 10017 0
Brian L. Schorr USA 280 Park Avenue
New York, NY 10017 17,008 (2) (3)
-
Francis T. McCarron USA 280 Park Avenue
New York, NY 10017 0
Stuart I. Rosen USA 280 Park Avenue
New York, NY 10017 22,751 (2)
Fred H. Schaefer USA 280 Park Avenue
New York, NY 10017 50,000 (2)
Anne A. Tarbell USA 280 Park Avenue
New York, NY 10017 0
Douglas N. Benham USA 1000 Corporate Drive
Fort Lauderdale, FL 33334 0
1) To the best knowledge of the Reporting Persons, except where otherwise noted,
each of the directors and executive officers of Triarc listed above (i) funded
their purchase of shares of Common Stock reported herein from personal funds;
(ii) acquired the shares of Common Stock for investment purposes; (iii) has sole
voting and dispositive power over the shares listed on this Schedule I and (iv)
has the sole right to receive dividends from, or the proceeds from the sale of
the shares listed on this Schedule I.
2) Consists of Common Stock.
3) The shares reported herein are held by Mr. Schorr's wife, as to which shares
Mr. Schorr disclaims beneficial ownership.
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS
MADISON WEST ASSOCIATES CORP.
Set forth below are the names, citizenship, addresses and, to the best
knowledge of the Reporting Persons, the beneficial ownership in the securities
of the Company of each of the directors and executive officers of Madison West.
(1)
Name Citizenship Residence or Business Beneficial Ownership
Address
Edward Garden USA 280 Park Avenue
New York, NY 10017 0
Francis T. McCarron USA 280 Park Avenue
New York, NY 10017 0
Brian L. Schorr USA 280 Park Avenue
New York, NY 10017 17,008 (2)(3)
Stuart I. Rosen USA 280 Park Avenue
New York, NY 10017 22,751 (2)
Fred H. Schaefer USA 280 Park Avenue
New York, NY 10017 50,000 (2)
Anne A. Tarbell USA 280 Park Avenue
New York, NY 10017 0
1) To the best knowledge of the Reporting Persons, except where otherwise
noted, each of the directors and executive officers of Madison West
listed above (i) funded their purchase of shares of Common Stock
reported herein from personal funds; (ii) acquired the shares of
Common Stock for investment purposes; and (iii) has sole voting and
dispositive power over the shares listed on this Schedule II.
2) See Schedule I.
3) See Schedule I.
INDEX OF EXHIBITS
Exhibit No. Exhibit Description
15 Underwriting Agreement, dated January 20, 2005.