Primus Capital Fund IV Limited Parntership SC13G/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Marlin Business Services Corp.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
571157 10 6
(CUSIP Number)
December
31, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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CUSIP No. |
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571157 10 6 |
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2 |
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of |
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8 |
13G
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1 |
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NAMES OF REPORTING PERSONS:
Primus Capital Fund IV Limited Partnership |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY: |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware |
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5 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 |
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SHARES |
6 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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945,612 (See Item 4) |
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EACH |
7 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER: |
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945,612 (See Item 4) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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945,612 (See Item 4) |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): |
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7.9% |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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PN |
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CUSIP No. |
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571157 10 6 |
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Page |
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3 |
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of |
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8 |
13G
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1 |
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NAMES OF REPORTING PERSONS:
Primus Venture Partners IV Limited Partnership |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY: |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware |
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5 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 |
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SHARES |
6 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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985,013 (See Item 4) |
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EACH |
7 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER: |
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985,013 (See Item 4) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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985,013 (See Item 4) |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): |
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8.2% |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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PN |
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CUSIP No. |
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571157 10 6 |
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Page |
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4 |
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of |
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8 |
13G
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1 |
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NAMES OF REPORTING PERSONS:
Primus Venture Partners IV, Inc. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY: |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware |
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5 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 |
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SHARES |
6 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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985,013 (See Item 4) |
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EACH |
7 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER: |
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985,013 (See Item 4) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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985,013 (See Item 4) |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): |
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8.2% |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
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CUSIP No. |
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571157 10 6 |
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Page |
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5 |
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of |
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8 |
13G
Item 1.
(a) Name of Issuer:
Marlin Business Services Corp.
(b) Address of Issuers Principal Executive Offices:
300 Fellowship Road
Mount Laurel, New Jersey 08054
Item 2.
(a) Name of Person Filing:
This
Amendment No. 3 to Schedule 13G is being jointly filed by each
of the following persons pursuant to Rule 13d-1(k)(l) promulgated
by the Securities and Exchange Commission pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the Act): (i)
Primus Capital Fund IV Limited Partnership (PCF IV LP), a
Delaware limited partnership, by virtue of its direct beneficial
ownership of 945,612 shares of common stock, par value $.01 per
share (the Common Stock), of Marlin Business Services Corp., a
Pennsylvania corporation (the Company); (ii) Primus Venture
Partners IV Limited Partnership (PVP IV LP), a Delaware limited
partnership, as the sole general partner of PCF IV LP; and (iii)
Primus Venture Partners IV, Inc. (PVP IV Inc.), a Delaware
corporation, as the sole general partner of PVP IV LP. PCF IV LP,
PVP IV LP and PVP IV Inc. are hereinafter collectively referred to
as the Reporting Persons. The Reporting Persons have entered
into a Joint Filing Agreement, dated January 24, 2007, a copy of
which is filed with this Amendment No. 3 to Schedule 13G as Exhibit
99.1, pursuant to which the Reporting Persons have agreed to file
this statement jointly in accordance with the provisions of Rule
13d-1(k)(1) under the Act.
(b) Address of Principal Business Office, or if None, Residence:
The address of the principal business office of each of the
Reporting Persons is c/o Primus Venture Partners, 5900 Landerbrook
Drive, Suite 200, Cleveland, Ohio 44124-4020.
(c) Citizenship:
Each of PCF IV LP and PVP IV LP are limited partnerships organized
under the laws of the State of Delaware, and PVP IV Inc. is a
corporation incorporated under the laws of the State of Delaware.
(d) Title of Class of Securities:
Common Stock, par value $.01 per share
(e) CUSIP Number:
571157 10 6
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CUSIP No. |
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571157 10 6 |
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Page |
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13G
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d)
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Investment company registered under Section 8 of the Investment Company Act
of 1940 (15 U.S.C. 80a-8); |
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(e)
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¨
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F); |
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(g)
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¨
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A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G); |
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813); |
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(i)
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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); or |
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(j)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
Item 4. Ownership.
Each
Reporting Person named in response to Item 2 hereof has, as of December 31, 2006, shared
power to vote or to direct the vote and shared power to dispose or to direct the disposition of the
Common Stock as follows:
Primus Capital Fund IV Limited Partnership. PCF IV LP has shared power to vote and to dispose of
945,612 shares of Common Stock currently held by PCF IV LP,
constituting approximately 7.9% of the
outstanding Common Stock.
Primus Venture Partners IV Limited Partnership. PVP IV LP, as the sole general partner of PCF IV
LP, may be deemed to have shared power to vote and to dispose of
945,612 shares of Common Stock
currently held by PCF IV LP. In addition, PVP IV LP is also the sole general partner of Primus Executive
Fund Limited Partnership (PEF LP) and, in such capacity, may be deemed to have shared power to vote and
dispose of the 39,401 shares of Common Stock currently held by PEF LP. In total, PVP IV LP may be deemed
to have the shared power to vote and dispose of approximately 8.2% of the outstanding Common Stock. The
filing of this Amendment No. 3 to Schedule 13G by PVP IV LP shall not be considered an admission that PVP
IV LP is, for the purpose of Section 13(g) of the Exchange Act, the beneficial owner of such shares held
by PCF IV LP or PEF LP.
Primus Venture Partners IV, Inc. PVP IV Inc., as the sole general partner of PVP IV LP, may be
deemed to have the shared power to vote and to dispose of 945,612 shares of Common Stock currently held
by PCF IV LP and the 39,401 shares of Common Stock currently held by PEF LP. In total, PVP IV Inc. may
be deemed to have the shared power to vote and dispose of
approximately 8.2% of the outstanding Common
Stock. The filing of this Amendment No. 3 to Schedule 13G by PVP IV Inc. shall not be considered an
admission that PVP IV Inc. is, for the purpose of Section 13(g) of the Exchange Act, the beneficial owner
of such shares held by PCF IV LP or PEF LP.
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CUSIP No. |
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571157 10 6 |
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13G
PVP IV Inc. has five shareholders and directors, Loyal W. Wilson, James T. Bartlett, William C.
Mulligan, Jonathan E. Dick and Steven Rothman.
Except as otherwise specially noted, all of the percentages calculated in this Schedule 13G are
based upon an aggregate of 12,014,989 shares of Common Stock
outstanding on or about October 31, 2006, as
disclosed in the Companys last filed quarterly report on Form 10-Q for the quarter ended September 30,
2006. Each Reporting Person expressly disclaims beneficial ownership of any shares of Common Stock
beneficially owned by each other Reporting Person.
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: ¨
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No person other than the persons named in Item 4 have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of the shares of Common Stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
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. Certifications.
Not applicable.
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CUSIP No. |
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571157 10 6 |
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13G
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.
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Date:
January 24, 2007 |
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PRIMUS CAPITAL FUND IV LIMITED PARTNERSHIP |
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By:
Its:
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Primus Venture Partners IV Limited Partnership
General Partner |
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By:
Its:
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Primus Venture Partners IV, Inc.
General Partner |
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By:
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/s/ Steven Rothman
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Its:
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Secretary and Treasurer |
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PRIMUS VENTURE PARTNERS IV LIMITED PARTNERSHIP |
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By:
Its:
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Primus Venture Partners IV, Inc.
General Partner |
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By:
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/s/ Steven Rothman
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Its:
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Secretary and Treasurer |
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PRIMUS
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VENTURE PARTNERS IV, INC. |
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By:
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/s/ Steven Rothman
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Its:
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Secretary and Treasurer |
Exhibit Index
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Exhibit No. |
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Description |
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99.1
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Agreement Regarding the Joint Filing of Schedule 13G |