SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
INFORMATION TO BE
INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 8)1
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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
(Continued on the following pages)
Page 1 of 10
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).
Page 2 of 10
SCHEDULE 13D
CUSIP No. 702145103 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) |
||||||||||
TENNENBAUM CAPITAL PARTNERS, LLC IRS NO.: 95-4759860 |
|||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(A) o | |||||||||||
(B) x | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS* | ||||||||||
AF | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
DELAWARE | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 5,652,420 SHARES(1) | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
5,652,420 SHARES(1) | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
5,652,420 SHARES(1) | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
27.5%(2) | |||||||||||
14 | TYPE OF REPORTING PERSON* | ||||||||||
IA, OO |
(1) INCLUDES AN AGGREGATE OF 2,496,000 SHARES WHICH ARE ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3 AND 4 BELOW, INCLUDED IN PREVIOUS AMENDMENTS TO THE SCHEDULE 13D).
(2) BASED ON (A) 18,051,357 SHARES OF PARTY CITY COMMON STOCK OUTSTANDING AS OF AUGUST 30, 2005, AS REPORTED BY PARTY CITY CORPORATION IN ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JULY 2, 2005, FILED ON SEPTEMBER 15, 2005, AND (B) 2,496,000 SHARES OF PARTY CITY COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3 AND 4 BELOW), AND COMPUTED IN ACCORDANCE WITH RULE 13d-3(d)(1).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 10
SCHEDULE 13D
CUSIP No. 702145103 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) |
||||||||||
SVIM/MSM, LLC IRS No.: 95-4760193 |
|||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) o | |||||||||||
(b) x | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS* | ||||||||||
AF | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
DELAWARE | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 2,496,000 SHARES(1) | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
2,496,000 SHARES(1) | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
2,496,000 SHARES(1) | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
12.1%(2) | |||||||||||
14 | TYPE OF REPORTING PERSON* | ||||||||||
OO |
(1) INCLUDES AN AGGREGATE OF 2,496,000 SHARES WHICH ARE ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3 AND 4 BELOW, INCLUDED IN PREVIOUS AMENDMENTS TO THIS SCHEDULE 13D).
(2) BASED ON (A) 18,051,357 SHARES OF PARTY CITY COMMON STOCK OUTSTANDING AS OF AUGUST 30, 2005, AS REPORTED BY PARTY CITY CORPORATION IN ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JULY 2, 2005, FILED ON SEPTEMBER 15, 2005, AND (B) 2,496,000 SHARES OF PARTY CITY COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3 AND 4 BELOW), AND COMPUTED IN ACCORDANCE WITH RULE 13d-3(d)(1).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 10
SCHEDULE 13D
CUSIP No. 702145103 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) |
||||||||||
SVIM/MSM II, LLC IRS No.: 52-2263031 |
|||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) o | |||||||||||
(b) x | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS* | ||||||||||
AF | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
DELAWARE | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 318,000 SHARES | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
318,000 SHARES | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
318,000 SHARES | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
1.8%(1) | |||||||||||
14 | TYPE OF REPORTING PERSON* | ||||||||||
OO |
(1) BASED ON 18,051,357 SHARES OF PARTY CITY COMMON STOCK OUTSTANDING AS OF AUGUST 30, 2005, AS REPORTED BY PARTY CITY CORPORATION IN ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JULY 2, 2005, FILED ON SEPTEMBER 15, 2005.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 10
SCHEDULE 13D
CUSIP No. 702145103 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) |
||||||||||
SVAR/MM, LLC IRS No.: 45-0479189 |
|||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) o | |||||||||||
(b) x | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS* | ||||||||||
AF | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
DELAWARE | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 2,813,420 SHARES | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
2,813,420 SHARES | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
2,813,420 SHARES | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
15.6%(1) | |||||||||||
14 | TYPE OF REPORTING PERSON* | ||||||||||
OO |
(1) BASED ON 18,051,357 SHARES OF PARTY CITY COMMON STOCK OUTSTANDING AS OF AUGUST 30, 2005, AS REPORTED BY PARTY CITY CORPORATION IN ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JULY 2, 2005, FILED ON SEPTEMBER 15, 2005.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 10
SCHEDULE 13D
CUSIP No. 702145103 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) |
||||||||||
TENNENBAUM & CO., LLC IRS NO.: 95-4587347 |
|||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(A) o | |||||||||||
(B) x | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS* | ||||||||||
AF | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
DELAWARE | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 5,766,481 SHARES(1) | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
5,766,481 SHARES(1) | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
5,766,481 SHARES(1) | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
28.1%(2) | |||||||||||
14 | TYPE OF REPORTING PERSON* | ||||||||||
OO |
(1) INCLUDES AN AGGREGATE OF 2,496,000 SHARES WHICH ARE ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3 AND 4 BELOW, INCLUDED IN PREVIOUS AMENDMENTS TO THIS SCHEDULE 13D).
(2) BASED ON (A) 18,051,357 SHARES OF PARTY CITY COMMON STOCK OUTSTANDING AS OF AUGUST 30, 2005, AS REPORTED BY PARTY CITY CORPORATION IN ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JULY 2, 2005, FILED ON SEPTEMBER 15, 2005, AND (B) 2,496,000 SHARES OF PARTY CITY COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3 AND 4 BELOW), AND COMPUTED IN ACCORDANCE WITH RULE 13d-3(d)(1).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 10
SCHEDULE 13D
CUSIP No. 702145103 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) |
||||||||||
MICHAEL E. TENNENBAUM | |||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(A) o | |||||||||||
(B) x | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS* | ||||||||||
AF | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
UNITED STATES | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 5,824,481 SHARES(1) | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
5,824,481 SHARES(1) | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
5,824,481 SHARES(1) | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
28.3%(2) | |||||||||||
14 | TYPE OF REPORTING PERSON* | ||||||||||
IN |
(1) INCLUDES AN AGGREGATE OF (A) 2,496,000 SHARES WHICH ARE ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3 AND 4 BELOW, INCLUDED IN PREVIOUS AMENDMENTS TO THIS SCHEDULE 13D) AND (B) 58,000 SHARES WHICH ARE ISSUABLE UPON EXERCISE OF OUTSTANDING STOCK OPTIONS.
(2) BASED ON (A) 18,051,357 SHARES OF PARTY CITY COMMON STOCK OUTSTANDING AS OF AUGUST 30, 2005, AS REPORTED BY PARTY CITY CORPORATION IN ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JULY 2, 2005, FILED ON SEPTEMBER 15, 2005, (B) 2,496,000 SHARES OF PARTY CITY COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3 AND 4 BELOW) AND (C) 58,000 SHARES OF PARTY CITY COMMON STOCK ISSUABLE UPON EXERCISE OF OUTSTANDING STOCK OPTIONS, AND COMPUTED IN ACCORDANCE WITH RULE 13d-3(d)(1).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Exhibit 10
|
Voting Agreement, dated September 26, 2005, by and among Michael E. Tennenbaum, Tennenbaum Capital Partners, LLC, Tennenbaum & Co., LLC, Special Value Bond Fund, LLC, Special Value Absolute Return Fund, LLC and Special Value Bond Fund II, LLC and Amscan Holdings, Inc., incorporated herein by reference to Exhibit 99.1 to Current Report on Form 8-K of Amscan Holdings, Inc. filed with the Securities and Exchange Commission on September 27, 2005. |
Dated: September 28, 2005 | TENNENBAUM CAPITAL PARTNERS, LLC, a Delaware limited liability company | |||
By: | Tennenbaum & Co., LLC | |||
Its: | Managing Member | |||
SVIM/MSM, LLC, a Delaware limited liability company | ||||
By: | Tennenbaum & Co., LLC | |||
Its: | Managing Member | |||
SVIM/MSMII, LLC, a Delaware limited liability company | ||||
By: | Tennenbaum & Co., LLC | |||
Its: | Managing Member | |||
SVAR/MM, LLC, a Delaware limited liability company | ||||
By: | Tennenbaum & Co., LLC | |||
Its: | Managing Member | |||
TENNENBAUM & CO., LLC, a Delaware limited liability company | ||||
Each of the above by: | ||||
/s/ Michael E. Tennenbaum* | ||||
Name: | Michael E. Tennenbaum | |||
Its: | Managing Member | |||
Date: | September 28, 2005 | |||
MICHAEL E. TENNENBAUM | ||||
/s/ Michael E. Tennenbaum* | ||||
Michael E. Tennenbaum | ||||
Date: September 28, 2005 |
*By: | /s/ David A. Hollander | |||
David A. Hollander | ||||
Attorney-in-fact |
Exhibit 1
|
Joint Filing Agreement, incorporated herein by reference to Exhibit 1 to Amendment No. 7 to Party City Corporation Schedule 13D filed with the Securities and Exchange Commission on February 22, 2005. | |
Exhibit 2
|
Form of Amended and Restated Warrant, dated January 14, 2000, of Party City Corporation, incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K of Party City Corporation filed with the Securities and Exchange Commission on January 19, 2000 (File No. 0-27826). | |
Exhibit 3
|
Form of Securities Purchase Agreement, dated August 16, 1999, by and between Party City Corporation and Tennenbaum & Co., LLC, incorporated herein by reference to Exhibit 4.6 to Current Report on Form 8-K of Party City Corporation filed with the Securities and Exchange Commission on August 25, 1999 (File No. 0-27826). | |
Exhibit 4
|
First Amendment to Securities Purchase Agreement, dated as of January 14, 2000, by and among Party City Corporation, Special Value Bond Fund, LLC, Enhanced Retail Funding, LLC, Goldman, Sachs & Co., Goldman Sachs Credit Partners L.P., TCO/Party City, LLC, Clyde Street Investment, LLC and Richmond Associates, L.P., incorporated herein by reference to Exhibit 4.3 to Current Report on Form 8-K of Party City Corporation filed with the Securities and Exchange Commission on January 19, 2000 (File No. 0-27826). | |
Exhibit 5
|
Investor Rights Agreement, dated August 16, 1999, by and between Party City Corporation, Tennenbaum & Co., LLC, TCO/Party City, LLC, Enhanced Retail Funding, LLC, Goldman, Sachs & Co., Goldman Sachs Credit Partners L.P., Richmond Associates, L.P. and Jack Futterman, incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K of Party City Corporation filed with the Securities and Exchange Commission on August 25, 1999 (File No. 0-27826). | |
Exhibit 6
|
First Amendment to Investor Rights Agreement, dated as of October 11, 2000, by and among Party City Corporation, Special Value Bond Fund, LLC, Special Value Bond Fund II, LLC, Special Value Investment Management, LLC, Enhanced Retail Funding, LLC, Goldman, Sachs & Co., Goldman Sachs Credit Partners L.P., Richmond Associates, L.P., Clyde Street Investment, LLC and Jack Futterman, incorporated herein by reference to Exhibit 10.9 to Quarterly Report on Form 10-Q of Party City Corporation filed with the Securities and Exchange Commission on May 15, 2001 (File No. 0-27826). | |
Exhibit 7
|
Second Amendment to Investor Rights Agreement, dated as of November 20, 2000, by and among Party City Corporation, Special Value Bond Fund, LLC, Special Value Bond Fund II, LLC, Special Value Management, LLC, Enhanced Retail Funding, LLC, Goldman, Sachs & Co., Goldman Sachs Credit Partners L.P., Richmond Associates, L.P., Clyde Street Investment, LLC and Jack Futterman, incorporated herein by reference to Exhibit 10.10 to Quarterly Report on Form 10-Q of Party City Corporation filed with the Securities and Exchange Commission on May 15, 2001 (File No. 0-27826). |
Exhibit 8
|
Second Amendment to Securities Purchase Agreement, dated as of April 1, 2001, by and among Party City Corporation, Special Value Bond Fund, LLC, Special Value Bond Fund II, LLC, Enhanced Retail Funding, LLC, Goldman, Sachs & Co., Goldman Sachs Credit Partners L.P., Clyde Street Investment, LLC and Richmond Associates, L.P., incorporated herein by reference to Exhibit 4.10 to Quarterly Report on Form 10-Q of Party City Corporation filed with the Securities and Exchange Commission on May 15, 2001 (File No. 0-27826). | |
Exhibit 9
|
Warrant to Purchase Common Stock, dated September 28, 2001, of Party City Corporation, incorporated herein by reference to Exhibit 9 to Amendment No. 5 to Party City Corporation Schedule 13D filed with the Securities and Exchange Commission on October 12, 2001. | |
Exhibit 10
|
Voting Agreement, dated September 26, 2005, by and among Michael E. Tennenbaum, Tennenbaum Capital Partners, LLC, Tennenbaum & Co., LLC, Special Value Bond Fund, LLC, Special Value Absolute Return Fund, LLC and Special Value Bond Fund II, LLC and Amscan Holdings, Inc., incorporated herein by reference to Exhibit 99.1 to Current Report on Form 8-K of Amscan Holdings, Inc. filed with the Securities and Exchange Commission on September 27, 2005. |