UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires:
December 31, 2005

SCHEDULE 13G

Estimated average burden hours per response. . 11

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

CUSIP No.  G4412G 10 1

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Whitney V, L.P., a Delaware limited partnership (IRS Identification No. 06-1595614), the sole general partner of which is Whitney Equity Partners V, LLC, a Delaware limited liability company.  The managing members of Whitney Equity Partners V, LLC are: Peter M. Castleman, John C. Hockin, William Laverack, Jr., Daniel J. O’Brien, Steven E. Rodgers, Michael R. Stone, Paul R. Vigano and Robert M. Williams, Jr.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
A Delaware limited partnership.  The sole general partner is a Delaware limited liability company whose members are individuals who are United States citizens.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
41,364,155 Common Shares

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
41,364,155 Common Shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
41,364,155 Common Shares

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
60.3% beneficial ownership based upon 68,630,828 Common Shares outstanding as of December 31, 2004.

12.

Type of Reporting Person (See Instructions)
PN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Whitney Strategic Partners V, L.P., a Delaware limited partnership (IRS Identification No. 06-1616392), the sole general partner of which is Whitney Equity Partners V, LLC, a Delaware limited liability company.  The managing members of Whitney Equity Partners V, LLC are:  Peter M. Castleman, John C. Hockin, William Laverack, Jr., Daniel J. O’Brien, Steven E. Rodgers, Michael R. Stone, Paul R. Vigano and Robert M. Williams, Jr. 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
A Delaware limited partnership.  The sole partner is a Delaware limited liability company whose members are individuals who are United States citizens.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
41,364,155 Common Shares

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
41,364,155 Common Shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
41,364,155 Common Shares

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
60.3% beneficial ownership based upon 68,630,828 Common Shares outstanding as of December 31, 2004.

12.

Type of Reporting Person (See Instructions)
PN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Whitney Private Debt Fund, L.P., a Delaware limited partnership (IRS Identification No. 06-1626655), the sole general partner of which is Whitney Private Debt GP, L.L.C., a Delaware limited liability company.  The managing members of Whitney Private Debt GP, L.L.C. are Daniel J. O’Brien and Michael R. Stone.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
A Delaware limited partnership.  The sole general partner is a Delaware limited liability company whose members are individuals who are United States citizens.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
41,364,155 Common Shares

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
41,364,155 Common Shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
41,364,155 Common Shares

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
60.3% beneficial ownership based upon 68,630,828 Common Shares outstanding as of December 31, 2004.

12.

Type of Reporting Person (See Instructions)
PN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Green River Offshore Fund, Ltd., a Cayman Islands company, the investment manager of which is Green River Offshore Fund Management Company, L.L.C., a Delaware limited liability company.  The members of Green River Offshore Fund Management Company, L.L.C. are Peter M. Castleman, William Laverack, Jr., Daniel J. O’Brien and Michael R. Stone.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
A Cayman Islands company.  The investment manager is a Delaware limited liability company whose members are individuals who are United States citizens.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
41,364,155 Common Shares

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
41,364,155 Common Shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
41,364,155 Common Shares

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
60.3% beneficial ownership based upon 68,630,828 Common Shares outstanding as of December 31, 2004.

12.

Type of Reporting Person (See Instructions)
CO

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
CCG Investments (BVI), L.P., a British Virgin Islands limited partnership, the general partner of which is Golden Gate Capital Management, L.L.C., a Delaware limited liability company.  The principal managing members of Golden Gate Capital Management, L.L.C. are David C. Dominik and Jesse T. Rogers.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
A British Virgin Islands limited partnership.  The general partner is a Delaware limited liability company.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
41,364,155 Common Shares

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
41,364,155 Common Shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
41,364,155 Common Shares

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
60.3% beneficial ownership based upon 68,630,828 Common Shares outstanding as of December 31, 2004.

12.

Type of Reporting Person (See Instructions)
PN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
CCG Associates-QP, LLC, a Delaware limited liability company, the general partner of which is Golden Gate Capital Management, L.L.C., a Delaware limited liability company.  The principal managing members of Golden Gate Capital Management, L.L.C. are David C. Dominik and Jesse T. Rogers.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
A Delaware limited liability company.  The general partner is a Delaware limited liability company.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
41,364,155 Common Shares

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
41,364,155 Common Shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
41,364,155 Common Shares

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
60.3% beneficial ownership based upon 68,630,828 Common Shares outstanding as of December 31, 2004.

12.

Type of Reporting Person (See Instructions)
OO (limited liability company)

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
CCG Associates-AI, LLC, a Delaware limited liability company, the general partner of which is Golden Gate Capital Management, L.L.C., a Delaware limited liability company.  The principal managing members of Golden Gate Capital Management, L.L.C. are David C. Dominik and Jesse T. Rogers.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
A Delaware limited liability company.  The general partner is a limited liability company.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
41,364,155 Common Shares

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
41,364,155 Common Shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
41,364,155 Common Shares

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
60.3% beneficial ownership based upon 68,630,828 Common Shares outstanding as of December 31, 2004.

12.

Type of Reporting Person (See Instructions)
OO (limited liability company)

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
CCG Investment Fund-AI, LP, a Delaware limited partnership, the general partner of which is Golden Gate Capital Management, L.L.C., a Delaware limited liability company.  The principal managing members of Golden Gate Capital Management, L.L.C. are David C. Dominik and Jesse T. Rogers.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
A Delaware limited partnership.  The general partner is a Delaware limited liability company.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
41,364,155 Common Shares

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
41,364,155 Common Shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
41,364,155 Common Shares

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
60.3% beneficial ownership based upon 68,630,828 Common Shares outstanding as of December 31, 2004.

12.

Type of Reporting Person (See Instructions)
PN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
CCG AV, LLC-Series C, a Delaware limited liability company, the general partner of which is Golden Gate Capital Management, L.L.C., a Delaware limited liability company.  The principal managing members of Golden Gate Capital Management, L.L.C. are David C. Dominik and Jesse T. Rogers.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
A Delaware limited liability company.  The general partner is a Delaware limited liability company.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
41,364,155 Common Shares

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
41,364,155 Common Shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
41,364,155 Common Shares

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
60.3% beneficial ownership based upon 68,630,828 Common Shares outstanding as of December 31, 2004.

12.

Type of Reporting Person (See Instructions)
OO (limited liability company)

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
CCG AV, LLC-Series E, a Delaware limited liability company, the general partner of which is Golden Gate Capital Management, L.L.C., a Delaware limited liability company.  The principal managing members of Golden Gate Capital Management, L.L.C. are David C. Dominik and Jesse T. Rogers.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
A Delaware limited liability company.  The general partner is a Delaware limited liability company.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
41,364,155 Common Shares

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
41,364,155 Common Shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
41,364,155 Common Shares

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
60.3% beneficial ownership based upon 68,630,828 Common Shares outstanding as of December 31, 2004.

12.

Type of Reporting Person (See Instructions)
OO (limited liability company)

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
CCG CI, LLC, a Delaware limited liability company, the general partner of which is Golden Gate Capital Management, L.L.C., a Delaware limited liability company.  The principal managing members of Golden Gate Capital Management, L.L.C. are David C. Dominik and Jesse T. Rogers.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
A Delaware limited liability company.  The general partner is a Delaware limited liability company.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
41,364,155 Common Shares

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
41,364,155 Common Shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
41,364,155 Common Shares

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
60.3% beneficial ownership based upon 68,630,828 Common Shares outstanding as of December 31, 2004.

12.

Type of Reporting Person (See Instructions)
OO (limited liability company)

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Golden Gate Capital Management, L.L.C., a Delaware limited liability company.  The principal managing members of Golden Gate Capital Management, L.L.C. are David C. Dominik and Jesse T. Rogers.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
A Delaware limited liability company.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
41,364,155 Common Shares

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
41,364,155 Common Shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
41,364,155 Common Shares

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
60.3% beneficial ownership based upon 68,630,828 Common Shares outstanding as of December 31, 2004.

12.

Type of Reporting Person (See Instructions)
OO (limited liability company)

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
David C. Dominik

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
41,364,155 Common Shares

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
41,364,155 Common Shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
41,364,155 Common Shares

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
60.3% beneficial ownership based upon 68,630,828 Common Shares outstanding as of December 31, 2004.

12.

Type of Reporting Person (See Instructions)
IN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jesse T. Rogers

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
41,364,155 Common Shares

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
41,364,155 Common Shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
41,364,155 Common Shares

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
60.3% beneficial ownership based upon 68,630,828 Common Shares outstanding as of December 31, 2004.

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
Herbalife Ltd. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices
P.O. Box 309GT
Ugland House, South Church Street
Grand Cayman, Cayman Islands

Item 2.

(a)

Name of Person Filing

(i)                                     Whitney V, L.P. is a Delaware limited partnership.  The name of the general partner of Whitney V, L.P. is Whitney Equity Partners V, LLC, a Delaware limited liability company, whose business address is 177 Broad Street, Stamford, CT 06901.  The names and business address of the managing members of Whitney Equity Partners V, LLC are as follows:  Peter M. Castleman, John C. Hockin, William Laverack, Jr., Daniel J. O’Brien, Steven E. Rodgers, Michael R. Stone, Paul R. Vigano and Robert M. Williams, Jr., the business address of each of whom is 177 Broad Street, Stamford, CT 06901.

(ii)                                  Whitney Strategic Partners V, L.P. is a Delaware limited partnership.  The name of the general partner of Whitney Strategic Partners V, L.P. is Whitney Equity Partners V, LLC, a Delaware limited liability company, whose business address is 177 Broad Street, Stamford, CT 06901.  The names and business address of the managing members of Whitney Equity Partners V, LLC are as follows:  Peter M. Castleman, John C. Hockin, William Laverack, Jr., Daniel J. O’Brien, Steven E. Rodgers, Michael R. Stone, Paul R. Vigano and Robert M. Williams, Jr., the business address of each of whom is 177 Broad Street, Stamford, CT 06901.

(iii)                               Whitney Private Debt Fund, L.P., is a Delaware limited partnership.  The name of the general partner of Whitney Private Debt Fund, L.P., is Whitney Private Debt GP, L.L.C., a Delaware limited liability company, whose business address is 177 Broad Street, Stamford, CT 06901.  The names and business address of the managing members of Whitney Private Debt GP, L.L.C. are as follows:  Daniel J. O’Brien and Michael R. Stone, the business address of each of whom is 177 Broad Street, Stamford, CT 06901.

(iv)                              Green River Offshore Fund, Ltd. is a Cayman Islands company.  The name of the investment manager of Green River Offshore Fund, Ltd. is Green River Offshore Fund Management Company, L.L.C., a Delaware limited liability company, whose business address is 177 Broad Street, Stamford, CT 06901.  The names and business address of the members of Green River Offshore Fund Management Co. are as follows:  Peter M. Castleman, William Laverack, Jr., Daniel J. O’Brien and Michael R. Stone, the business address of each of whom is 177 Broad Street, Stamford, CT 06901.(v)

(v)                                 CCG Investments (BVI), L.P. is a British Virgin Islands limited partnership.  The name of the general partner of CCG Investments (BVI), L.P. is Golden Gate Capital Management L.L.C., a Delaware limited liability company, whose business address is One Embarcadero Center, 33rd Floor, San Francisco, CA 94111.  The

names and business address of the principal managing members of Golden Gate Capital are as follows: David C. Dominik and Jesse T. Rogers, the business address of each of whom is One Embarcadero Center, 33rd Floor, San Francisco, CA 94111.

(vi)                              CCG Associates-QP, LLC, is a Delaware limited liability company.  The name of the general partner of CCG Associates-QP, LLC is Golden Gate Capital Management, L.L.C., a Delaware limited liability company, whose business address is One Embarcadero Center, 33rd Floor, San Francisco, CA 94111.  The names and business address of the principal managing members of Golden Gate Capital are as follows: David C. Dominik and Jesse T. Rogers, the business address of each of whom is One Embarcadero Center, 33rd Floor, San Francisco, CA 94111.

(vii)                           CCG Associates-AI, LLC is a Delaware limited liability company.  The name of the general partner of CCG Associates-AI, LLC is Golden Gate Capital Management, L.L.C., a Delaware limited liability company, whose business address is One Embarcadero Center, 33rd Floor, San Francisco, CA 94111.  The names and business address of the principal managing members of Golden Gate Capital are as follows: David C. Dominik and Jesse T. Rogers, the business address of each of whom is One Embarcadero Center, 33rd Floor, San Francisco, CA 94111.

(viii)                        CCG Investment Fund-AI, LP, is a Delaware limited partnership.  The name of the general partner of CCG Investment Fund-AI, LP is Golden Gate Capital Management, L.L.C., a Delaware limited liability company, whose business address is One Embarcadero Center, 33rd Floor, San Francisco, CA 94111.  The names and business address of the principal managing members of Golden Gate Capital are as follows: David C. Dominik and Jesse T. Rogers, the business address of each of whom is One Embarcadero Center, 33rd Floor, San Francisco, CA 94111.

(ix)                                CCG AV, LLC-Series C, is a Delaware limited liability company.  The name of the general partner of CCG AV, LLC-Series C is Golden Gate Capital Management, L.L.C., a Delaware limited liability company, whose business address is One Embarcadero Center, 33rd Floor, San Francisco, CA 94111.  The names and business address of the principal managing members of Golden Gate Capital are as follows: David C. Dominik and Jesse T. Rogers, the business address of each of whom is One Embarcadero Center, 33rd Floor, San Francisco, CA 94111.

(x)                                   CCG AV, LLC-Series E, is a Delaware limited liability company. The name of the general partner of CCG AV, LLC-Series E is Golden Gate Capital Management, L.L.C., a Delaware limited liability company, whose business address is One Embarcadero Center, 33rd Floor, San Francisco, CA 94111.  The names and business address of the principal managing members of Golden Gate Capital are as follows: David C. Dominik and Jesse T. Rogers, the business address of each of whom is One Embarcadero Center, 33rd Floor, San Francisco, CA 94111.

(xi)                                CCG CI, LLC, is a Delaware limited liability company.  The name of the general partner of CCG CI, LLC is Golden Gate Capital Management, L.L.C., a Delaware limited liability company, whose business address is One Embarcadero Center, 33rd Floor, San Francisco, CA 94111.  The names and business address of the principal managing members of Golden Gate Capital are as follows: David C. Dominik and Jesse T. Rogers, the business address of each of whom is One Embarcadero Center, 33rd Floor, San Francisco, CA 94111.

(xii)                             Golden Gate Capital Management, L.L.C., a Delaware limited liability company whose business address is One Embarcadero Center, 33rd Floor, San Francisco, CA 94111.  The names and business address of the principal managing members of Golden Gate Capital Management, L.L.C. are as follows: David C. Dominik and Jesse T. Rogers, the business address of each of whom is One Embarcadero Center, 33rd Floor, San Francisco, CA 94111.

(xiii)                          David C. Dominik, a U.S. citizen whose business address is One Embarcadero Center, 33rd Floor, San Francisco, CA 94111.

(xiv)                         Jesse T. Rogers, a U.S. citizen whose business address is One Embarcadero Center, 33rd Floor, San Francisco, CA 94111.

(b)

Address of Principal Business Office or, if none, Residence

(i)                                     Whitney V, L.P.

177 Broad Street

Stamford, CT 06901

(ii)                                  Whitney Strategic Partners V, L.P.

177 Broad Street

Stamford, CT 06901

(iii)                               Whitney Private Debt Fund, L.P.

177 Broad Street

Stamford, CT 06901

(iv)                              Green River Offshore Fund, Ltd.

Harbour Centre, Third Floor

P.O. Box 30362 SMB

George Town

Grand Cayman, Cayman Islands

(v)                                 CCG Investments (BVI), L.P.

c/o Golden Gate Private Equity, Inc.

One Embarcadero Center

33rd Floor

San Francisco, CA 94111

(vi)                              CCG Associates-QP, LLC

c/o Golden Gate Private Equity, Inc.

One Embarcadero Center

33rd Floor

San Francisco, CA 94111

(vii)                           CCG Associates-AI, LLC

c/o Golden Gate Private Equity, Inc.

One Embarcadero Center

33rd Floor

San Francisco, CA 94111

(viii)                        CCG Investments Fund-AI, LP

c/o Golden Gate Private Equity, Inc.

One Embarcadero Center

33rd Floor

San Francisco, CA 94111

(ix)                                CCG AV, LLC-Series C

c/o Golden Gate Private Equity, Inc.

One Embarcadero Center

33rd Floor

San Francisco, CA 94111

(x)                                   CCG AV, LLC-Series E

c/o Golden Gate Private Equity, Inc.

One Embarcadero Center

33rd Floor

San Francisco, CA 94111

(xi)                                CCG CI, LLC

c/o Golden Gate Private Equity, Inc.

One Embarcadero Center

33rd Floor

San Francisco, CA 94111

(xii)                             Golden Gate Capital Management, L.L.C.

One Embarcadero Center

33rd Floor

San Francisco, CA 94111

(xiii)                          David C. Dominik

One Embarcadero Center

33rd Floor

San Francisco, CA 94111

(xiv)                         Jesse T. Rogers

One Embarcadero Center

33rd Floor

San Francisco, CA 94111

(c)

Citizenship

(i)                                     Whitney V, L.P. is a Delaware limited partnership.  Its general partner is a Delaware limited liability company.  All of the individual managing members of the general partner are citizens of the United States.

(ii)                                  Whitney Strategic Partners V, L.P. is a Delaware limited partnership.  Its general partner is a Delaware limited liability company.  All of the individual managing members of the general partner are citizens of the United States.

(iii)                               Whitney Private Debt Fund, L.P. is a Delaware limited partnership.  Its general partner is a Delaware limited liability company.  All of the

individual managing members of the general partner are citizens of the United States.

(iv)                              Green River Offshore Fund, Ltd. is a Cayman Islands company.  Its investment manager is a Delaware limited liability company.  All of the individual members of the investment manager are citizens of the United States.

(v)                                 CCG Investments (BVI), L.P. is a British Virgin Islands limited partnership.  Its general partner is a Delaware limited liability company.

(vi)                              CCG Associates-QP, LLC is a Delaware limited liability company.  Its general partner is a Delaware limited liability company.

(vii)                           CCG Associates-AI, LLC is a Delaware limited liability company.  Its general partner is a Delaware limited liability company.

(viii)                        CCG Investments Fund-AI, LP is a Delaware limited liability company.  Its general partner is a Delaware limited liability company.

(ix)                                CCG AV, LLC-Series C is a Delaware limited liability company.  Its general partner is a Delaware limited liability company.

(x)                                   CCG AV, LLC-Series E is a Delaware limited liability company.  Its general partner is a Delaware limited liability company.

(xi)                                CCG CI, LLC is a Delaware limited liability company.  Its general partner is a Delaware limited liability company.

(xii)                             Golden Gate Capital Management, L.L.C. is a Delaware limited liability company.

(xiii)                          David C. Dominik is a U.S. citizen.

(xiv)                         Jesse T. Rogers is a U.S. citizen.

(d)

Title of Class of Securities
This statement relates to the Issuer’s Common Shares, par value $0.002 per share.

(e)

CUSIP Number
G4412G 10 1

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:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not Applicable.

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.

The following information is provided as of December 31, 2004.

(a)

Amount beneficially owned:   

(i) Whitney V, L.P. is the beneficial owner of 41,364,155 shares;

(ii) Whitney Strategic Partners V, L.P. is the beneficial owner of 41,364,155 shares;

(iii) Whitney Private Debt Fund, L.P. is the beneficial owner of 41,364,155 shares;

(iv) Green River Offshore Fund, Ltd. is the beneficial owner of 41,364,155 shares;

(v) CCG Investments (BVI), L.P. is the beneficial owner of 41,364,155 shares;

(vi) CCG Associates-QP is the beneficial owner of 41,364,155 shares;

(vii) CCG Associates-AI, LLC is the beneficial owner of 41,364,155 shares;

(viii) CCG Investment Fund-AI, LP is the beneficial owner of 41,364,155 shares;

(ix) CCG AV, LLC-Series C is the beneficial owner of 41,364,155 shares;

(x) CCG AV, LLC-Series E is the beneficial owner of 41,364,155 shares;

(xi) CCG CI, LLC is the beneficial owner of 41,364,155 shares;

(xii) Golden Gate Capital Management, L.L.C. is the beneficial owner of 41,364,155 shares;

(xiii) David C. Dominik is the beneficial owner of 41,364,155 shares; and

(xiv) Jesse T. Rogers is the beneficial owner of 41,364,155 shares.

(b)

Percent of class: (based upon 68,630,828 common shares outstanding as of December 31, 2004)

(i)                                     60.3% for Whitney V, L.P.;

(ii)                                  60.3% for Whitney Strategic Partners V, L.P.;

(iii)                               60.3% for Whitney Private Debt Fund, L.P.;

(iv)                              60.3% for Green River Offshore Fund, Ltd.;

(v)                                 60.3% for CCG Investments (BVI), L.P.;

(vi)                              60.3% for CCG Associates-QP, LLC;

(vii)                           60.3% for CCG Associates-AI, LLC;

(viii)                        60.3% for CCG Investments Fund-AI, LP;

(ix)                                60.3% for CCG AV, LLC-Series C;

(x)                                   60.3% for CCG AV, LLC-Series E;

(xi)                                60.3% for CCG CI, LLC;

(xii)                             60.3% for Golden Gate Capital Management, L.L.C.;

(xiii)                          60.3% for David C. Dominik; and

(xiv)                         60.3% for Jesse T. Rogers.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

0 shares for Whitney Strategic Partners V, L.P.;

0 shares for Whitney Private Debt Fund, L.P.;

0 shares for Green River Offshore Fund, Ltd.;

0 shares for CCG Investments (BVI), L.P.;

0 shares for CCG Associates-QP, LLC;

0 shares for CCG Associates-AI, LLC;

0 shares for CCG Investment Fund-AI, LP;

0 shares for CCG AV, LLC-Series C;

0 shares for CCG AV, LLC-Series E;

0 shares for CCG CI, LLC;

0 shares for Golden Gate Capital Management, L.L.C.;

0 shares for David C. Dominik; and

0 shares for Jesse T. Rogers.

(ii)

Shared power to vote or to direct the vote    

41,364,155 shares for Whitney V, L.P.;

41,364,155 shares for Whitney Strategic Partners V, L.P.;

41,364,155 shares for Whitney Private Debt Fund, L.P.;

41,364,155 shares for Green River Offshore Fund, Ltd.;

41,364,155 shares for CCG Investments (BVI), L.P.;

41,364,155 shares for CCG Associates-QP, LLC;

41,364,155 shares for CCG Associates-AI, LLC;

41,364,155 shares for CCG Investment Fund-AI, LP;

41,364,155 shares for CCG AV, LLC-Series C;

41,364,155 shares for CCG AV, LLC-Series E;

41,364,155 shares for CCG CI, LLC;

41,364,155 shares for Golden Gate Capital Management, L.L.C.;

41,364,155 shares for David C. Dominik; and

41,364,155 shares for Jesse T. Rogers.

(iii)

Sole power to dispose or to direct the disposition of   

0 shares for Whitney V, L.P.;

0 shares for Whitney Strategic Partners V, L.P.;

0 shares for Whitney Private Debt Fund, L.P.;

0 shares for Green River Offshore Fund, Ltd.;

0 shares for CCG Investments (BVI), L.P.;

0 shares for CCG Associates-QP, LLC;

0 shares for CCG Associates-AI, LLC;

0 shares for CCG Investment Fund-AI, LP;

0 shares for CCG AV, LLC-Series C;

0 shares for CCG AV, LLC-Series E;

0 shares for CCG CI, LLC;

0 shares for Golden Gate Capital Management, L.L.C.;

0 shares for David C. Dominik; and

0 shares for Jesse T. Rogers.

(iv)

Shared power to dispose or to direct the disposition of   

41,364,155 shares for Whitney V, L.P.;

41,364,155 shares for Whitney Strategic Partners V, L.P.;

41,364,155 shares for Whitney Private Debt Fund, L.P.;

41,364,155 shares for Green River Offshore Fund, Ltd.;

41,364,155 shares for CCG Investments (BVI), L.P.;

41,364,155 shares for CCG Associates-QP, LLC;

41,364,155 shares for CCG Associates-AI, LLC;

41,364,155 shares for CCG Investment Fund-AI, LP;

41,364,155 shares for CCG AV, LLC-Series C;

41,364,155 shares for CCG AV, LLC-Series E;

41,364,155 shares for CCG CI, LLC;

41,364,155 shares for Golden Gate Capital Management, L.L.C.;

41,364,155 shares for David C. Dominik; and

41,364,155 shares for Jesse T. Rogers.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

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.

Item 10.

Certification

Not Applicable.

Dated as of February 14, 2005.

WHITNEY V, L.P.

By:

Whitney Equity Partners V, LLC

General Partner

By:

/s/ Daniel J. O’Brien

Name:    Daniel J. O’Brien

Title:      Managing Member

WHITNEY STRATEGIC PARTNERS V, L.P.

By:

Whitney Equity Partners V, LLC

General Partner

By:

/s/ Daniel J. O’Brien

Name:    Daniel J. O’Brien

Title:      Managing Member

WHITNEY PRIVATE DEBT FUND, L.P.

By:

Whitney Private Debt GP, LLC

By:

/s/ Daniel J. O’Brien

Name:    Daniel J. O’Brien

Title:      Managing Member

GREEN RIVER OFFSHORE FUND, LTD.

By:

/s/ Daniel J. O’Brien

Name:    Daniel J. O’Brien

Title:      Director

CCG INVESTMENTS (BVI), L.P.

CCG ASSOCIATES–QP LLC

CCG ASSOCIATES–AI, LLC

CCG INVESTMENT FUND–AI, LP

CCG AV, LLC–SERIES C

CCG AV, LLC–SERIES E

CCG CI, LLC

By:

Golden Gate Capital Management, L.L.C.

Its:

General Partner

By:

/s/ Jesse T. Rogers

Name:    Jesse T. Rogers

Title:      Managing Member

GOLDEN GATE CAPITAL
MANAGEMENT, L.L.C.

By:

/s/ Jesse T. Rogers

Name:    Jesse T. Rogers

Title:      Managing Member

/s/ David C. Dominik

/s/ Jesse T. Rogers

DAVID C. DOMINIK

JESSE T. ROGERS