UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SCHEDULE
13D
Under
the Securities Exchange Act of 1934
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RiskMetrics
Group, Inc.
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(Name
of Issuer)
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Common
Stock, $0.01 Par Value Per Share
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(Title
of Class of Securities)
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767735103
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(CUSIP
Number)
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Frederick
W. Bogdan
MSCI
Inc.
Wall
Street Plaza, 88 Pine Street
New
York, NY 10005
Tel.
No.: (212) 804-3900
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(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
With
a Copy to:
John
A. Bick
Davis
Polk & Wardwell LLP
450
Lexington Avenue
New
York, New York 10017
(212)
450-4000
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February
28, 2010
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(Date
of Event which Requires Filing of this Statement)
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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-l(f) or
240.13d-l(g), check the following box. o
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*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.
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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).
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons.
MSCI
Inc.
13-4038723
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2.
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Check
the Appropriate Box if a Member of a Group
(a)
o
(b)
o
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3.
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SEC
Use Only
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4.
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Source
of Funds
OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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o |
6.
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Citizenship
or Place of Organization
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7.
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Sole
Voting Power
-0-
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8.
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Shared
Voting Power
34,505,626(1)
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9.
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Sole
Dispositive Power
-0-
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10.
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Shared
Dispositive Power
34,505,626
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
34,505,626(2)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
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o
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13.
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Percent
of Class Represented by Amount in Row (11)
54.4%
(3)
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14.
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Type
of Reporting Person (See Instructions)
CO
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(1)
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Beneficial
ownership of the above referenced Shares (as defined below) is being
reported hereunder solely because MSCI may be deemed to have beneficial
ownership of such Shares as a result of the Voting Agreement (as defined
below). Neither the filing of this Schedule 13D nor any of its
contents shall be deemed to constitute an admission by MSCI that it is the
beneficial owner of any Shares for purposes of Section 13(d) of the
Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or for
any other purpose, and such beneficial ownership thereof is expressly
disclaimed.
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(2)
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As
more fully described in response to Items 4 and 5 of this statement on
Schedule 13D, under certain conditions not all of the Shares beneficially
owned by the Supporting Stockholders (as defined below) are required to
vote in favor of the Merger (as defined
below).
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(3)
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Calculated
based on 63,426,593 Shares outstanding as of February 25, 2010, as
represented by RiskMetrics in the Merger Agreement (as defined
below).
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Exhibit
Number
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Exhibit
Name
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1.
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Agreement
and Plan of Merger dated as of February 28, 2010 among MSCI Inc., Crossway
Inc. and RiskMetrics Group, Inc. (incorporated by reference to Exhibit 2.1
to MSCI’s Current Report on Form 8-K filed March 1,
2010).
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2.
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Voting
and Irrevocable Proxy Agreement dated as of February 28, 2010 among MSCI
Inc. and the stockholders named therein (incorporated by reference to
Exhibit 2.3 to MSCI’s Current Report on Form 8-K filed March 1,
2010).
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MSCI
Inc.
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By:
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/s/
Henry Fernandez
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Name:
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Henry
Fernandez
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Title:
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Chief
Executive Officer
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Name
and Business Address
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Present
Principal Occupation
(principal
business of employer)
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Name
and Address of Corporation or Other Organization (if different from
address provided in Column 1)
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David
C. Brierwood1
MSCI
Inc.
88
Pine Street
New
York, NY 10005
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Chief
Operating Officer of MSCI Inc.
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*Benjamin
F. duPont
MSCI
Inc.
88
Pine Street
New
York, NY 10005
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Founder
and President of yet2.com
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yet2.com
10
Kearney Rd., Suite 100
Needham,
MA 02494
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*Henry
A. Fernandez
MSCI
Inc.
88
Pine Street
New
York, NY 10005
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Chief
Executive Officer and President of MSCI Inc.
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*Alice
W. Handy
MSCI
Inc.
88
Pine Street
New
York, NY 10005
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Founder
and Chief Executive Officer of Investure
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Investure,
LLC
126
Garrett St, Suite J
Charlottesville,
VA 22902
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*Catherine
Kinney
MSCI
Inc.
88
Pine Street
New
York, NY 10005
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Former
President and Co-Chief Operating Officer of NYSE Group Inc. and NYSE
Euronext
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Michael
K. Neborak
MSCI
Inc.
88
Pine Street
New
York, NY 10005
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Chief
Financial Officer of MSCI Inc.
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C.D.
Baer Pettit2
MSCI
Inc.
88
Pine Street
New
York, NY 10005
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Head
of Client Coverage of MSCI Inc.
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Gary
Retelny
MSCI
Inc.
88
Pine Street
New
York, NY 10005
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Head
of Strategy and Business Development and Chief Administrative Officer of
MSCI Inc.
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*Linda
H. Riefler
MSCI
Inc.
88
Pine Street
New
York, NY 10005
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Global
Head of Research of Morgan Stanley
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Morgan
Stanley
1585
Broadway
New
York, NY 10036
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*George
W. Siguler
MSCI
Inc.
88
Pine Street
New
York, NY 10005
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Co-Founder
and Managing Director of Siguler Guff & Company
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Siguler
Guff & Company
825
Third Avenue, 10th
Floor
New
York, NY 10022
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*Scott
M. Sipprelle
MSCI
Inc.
88
Pine Street
New
York, NY 10005
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President
of Westland Ventures
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Westland
Ventures
15
Hodge Rd.
Princeton,
NJ 08540
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*Rodolphe
M. Vallee
MSCI
Inc.
88
Pine Street
New
York, NY 10005
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Chief
Executive Officer of R. L. Vallee, Inc.
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R.
L. Vallee, Inc.
280
S. Main St.
St.
Albans, VT 05478
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