UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
ENERSYS
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(Name of Issuer)
COMMON STOCK
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(Title of class of securities)
29275Y 10 2
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(CUSIP number)
DECEMBER 31, 2006
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[x] Rule 13d-1(d)
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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 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).
Page 1 of 9 Pages
13G
CUSIP NO. 29275Y 10 2 PAGE 2 OF 9 PAGES
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS.
J.P. Morgan Direct Corporate Finance Institutional Investors LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OF PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5. SOLE VOTING POWER
SHARES 0
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 1,729,553
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
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PERSON 8. SHARED DISPOSITIVE POWER
WITH 1,729,553
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,729,553
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%
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12. TYPE OF REPORTING PERSON*
OO
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Page 2 of 9 Pages
13G
CUSIP NO. 29275Y 10 2 PAGE 3 OF 9 PAGES
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
J.P. Morgan Direct Corporate Finance Private Investors LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OF PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5. SOLE VOTING POWER
SHARES 0
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 451,777
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
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PERSON 8. SHARED DISPOSITIVE POWER
WITH 451,777
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
451,777
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%
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12. TYPE OF REPORTING PERSON*
OO
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Page 3 of 9 Pages
13G
CUSIP NO. 29275Y 10 2 PAGE 4 OF 9 PAGES
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
522 Fifth Avenue Fund, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OF PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5. SOLE VOTING POWER
SHARES 0
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 90,885
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
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PERSON 8. SHARED DISPOSITIVE POWER
WITH 90,885
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,885
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
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12. TYPE OF REPORTING PERSON*
PN
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Page 4 of 9 Pages
ITEM 1 (a). NAME OF ISSUER:
EnerSys
ITEM 1 (b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2366 Bernville Road
Reading, PA 19605
ITEM 2 (a). NAMES OF PERSONS FILING:
This statement is filed on behalf of the persons identified below.
(i) J.P. Morgan Direct Corporate Finance Institutional Investors
LLC, a Delaware limited liability company ("JPM Institutional");
(ii) J.P. Morgan Direct Corporate Finance Private Investors LLC, a
Delaware limited liability company ("JPM Private"); and
(iii) 522 Fifth Avenue Fund, L.P., a Delaware limited partnership
("522 Fund" and collectively with JPM Institutional and JPM
Private, the "JPM Reporting Persons").
ITEM 2 (b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of JPM Institutional
is:
245 Park Avenue
New York, NY 10167
The address of the principal business office of JPM Private is:
245 Park Avenue
New York, NY 10167
The address of the principal business office of 522 Fund is:
245 Park Avenue
New York, NY 10167
ITEM 2 (c). CITIZENSHIP:
The place of organization of JPM Private, JPM Institutional and 522
Fund is Delaware.
ITEM 2 (d). TITLE OF CLASS OF SECURITIES:
This statement relates to the Company's Common Stock, par value
$0.01 per share
ITEM 2 (e). CUSIP NUMBER:
29275Y 10 2
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:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
Page 5 of 9 Pages
(e) [ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c) (14)of the Investment
Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
The filing of this statement should not be construed as an admission by any
person that such person is, for purposes of Section 13(d) or 13(g) of the
Exchange Act, the beneficial owner of any securities covered by this statement,
other than the securities set forth opposite such person's name in the table in
Item 4(c) below.
(a) Amount beneficially owned:
As of December 31, 2006: (1) JPM Institutional held 1,729,553 shares of Common
Stock; (2) JPM Private held 451,777 shares of Common Stock; and (3) 522 Fund
held 90,885 shares of Common Stock.
The investment advisor to JPM Institutional is JPMorgan Chase Bank, N.A.
("JPMCB"), and the principal office of JPMCB is 1111 Polaris Parkway, Columbus,
Ohio 43240. JPMCB is engaged primarily in the provision of commercial banking
and investment management services. The investment advisor to each of JPM
Private and 522 Fund is J.P. Morgan Investment Management Inc., a Delaware
corporation ("JPMIM"), and the principal office of JPMIM is 245 Park Avenue, New
York, NY 10167. JPMIM is engaged in the provision of investment management
services. JPMIM is also the sole shareholder of 522 Fifth Avenue Corp., a
Delaware corporation ("522 Corp"). 522 Corp is the general partner of 522 Fund
and its principal office is located at the same address as the principal office
of JPMIM. 522 Corp engages indirectly in making private equity and other
investments. JPMIM is a wholly owned subsidiary of J.P. Morgan Fleming Asset
Management Holdings Inc., a Delaware corporation ("Fleming"). The principal
office of Fleming is located at the same address as the principal office of
JPMIM. Fleming is indirectly engaged in the provision of investment management
services. Each of Fleming and JPMCB are wholly owned subsidiaries of JPMorgan
Chase & Co., a Delaware corporation ("JPMorgan Chase"). JPMorgan Chase is
engaged (primarily through subsidiaries) in the commercial banking business and
its principal office is 270 Park Avenue, New York, NY 10017.
JPMCB, as the investment advisor of JPM Institutional, may be deemed to be the
beneficial owner of the Shares owned by JPM Institutional. JPMIM, as the
investment advisor of each of JPM Private and 522 Fund, may be deemed to be the
beneficial owner of the Shares owned by JPM Private and 522 Fund. JPMIM and
JPMCB, the investment advisors to JPM Private and JPM Institutional,
respectively, are subsidiaries of JPMorgan Chase.
522 Corp, as general partner of 522 Fund, may be deemed to be the beneficial
owner of the Shares owned by 522 Fund. JPMIM, as the sole stockholder of 522
Corp, may be deemed to be the beneficial owner of the Shares owned by 522 Fund.
Fleming, as the sole stockholder of JPMIM, may be deemed to be the beneficial
owner of the Shares owned by 522 Fund.
JPMorgan Chase, as the sole stockholder of Fleming and the indirect parent of
JPMIM, may be deemed to be the beneficial owner of the Shares owned by 522 Fund.
The foregoing shall not be an admission that (i) 522 Corp, JPMIM, Fleming or
JPMorgan Chase are the beneficial owners of the Shares owned by 522 Fund, (ii)
JPMIM is the beneficial owner of the Shares owned by JPM Private or (iii) JPMCB
is the beneficial owner of the Shares owned by JPM Institutional.
Page 6 of 9 Pages
(b) Percent of class: (1)
JPM Institutional 3.7% of the Common Stock
JPM Private 1.0% of the Common Stock
522 Fund 0.2% of the Common Stock
(1) Based on 46,913,137 shares of Common Stock outstanding on December 31,
2006.
(c) Number of shares as to which such person has:
(iii) (iv)
(i) (ii) SOLE POWER TO SHARED POWER TO
SOLE POWER TO VOTE SHARED POWER TO DISPOSE OR TO DISPOSE OR TO
OR TO DIRECT THE VOTE OR TO DIRECT DIRECT THE DIRECT THE
VOTE THE VOTE DISPOSITION OF DISPOSITION OF
------------------ ---------------- --------------- ------------------
J.P. Morgan Direct Corporate Finance
Institutional Investors LLC -0- 1,729,553 -0- 1,729,553
J.P. Morgan Direct Corporate Finance
Private Investors LLC -0- 451,777 -0- 451,777
522 Fifth Avenue Fund, L.P. -0- 90,885 -0- 90,885
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.
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
See Item 4 above.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Metalmark Capital LLC ("Metalmark"), Morgan Stanley, MSDW Capital
Partners IV, Inc. ("MSCP IV, Inc."), MSDW Capital Partners IV, LLC
("MSCP IV, LLC"), Morgan Stanley Dean Witter Capital Investors IV, L.P.
("MSCI IV, L.P." and, together with MSCP IV, Inc. and MSCP IV, LLC, the
"MSCP Funds"), Morgan Stanley Global Emerging Markets, Inc. ("MSGEM,
Inc."), MSGEM, LLC ("MSGEM, LLC"), Morgan Stanley Global Emerging
Markets Private Investment Fund, L.P. ("MSGEM PIF"), Morgan Stanley
Global Emerging Markets Private Investors, L.P. ("MSGEM PI" and,
together with MSGEM, Inc., MSGEM, LLC and MSGEM PIF, the "MSGEM
Funds"), the JPM Reporting Persons, First Plaza Group Trust ("First
Plaza") and GM Capital Partners I, L.P. (together with First Plaza, the
"GM Stockholders") have entered into a 2004 Securityholder Agreement
dated as of July 26, 2004 (the "Securityholder Agreement"), which
governs certain relationships among such parties as stockholders.
Metalmark, Morgan Stanley, the MSCP Funds, the MSGEM Funds, the JPM
Reporting Persons and the GM Stockholders may be deemed to be a "group"
for purposes of Section 13(d)(3) or Section 13(g)(3) of the Act and
Rule 13d-5(b)(1) thereunder. Based solely upon information provided to
the JPM Reporting Persons by Metalmark, the JPM Reporting Persons
believe that, as of December 31, 2006, Metalmark beneficially held
20,494,938 shares, or 43.7%, of the Common Stock, Morgan Stanley
beneficially held 2,463,302 shares, or 5.3%, of the Common Stock, the
MSCP Funds beneficially held 515,697 shares, or 1.1%, of the Common
Stock, the MSGEM Funds beneficially held 1,947,605 shares, or 4.2%, of
the Common Stock, and the GM Stockholders beneficially held 1,947,606
shares, or 4.2%, of the Common Stock.
Each of the JPM Reporting Persons expressly declares that the filing of
this statement on Schedule 13G shall not be construed as an admission
that any such person is, for purposes of Section 13 of the Act or
Page 7 of 9 Pages
otherwise, (i) the beneficial owner of any securities held by any other
person, or (ii) the beneficial owner of any securities held or
beneficially owned by any member of the Group other than such JPM
Reporting Person. The filing of this statement on Schedule 13G by each
of the JPM Reporting Persons shall not be considered an admission that
such JPM Reporting Person, for the purposes of Section 13(d) of the
Act, is the beneficial owner of any Shares in which such JPM Reporting
Person does not have a pecuniary interest.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
ITEM 10. CERTIFICATIONS.
Not Applicable to filings pursuant to Rule 13d-1(d).
Page 8 of 9 Pages
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. On executing the statement, the undersigned agrees, to the extent
required by Rule 13d-1(k)(1), that this statement is being filed on behalf of
each of the Reporting Persons herein.
Dated: February 13, 2007
J.P. MORGAN DIRECT CORPORATE FINANCE
INSTITUTIONAL INVESTORS LLC
By: JPMorgan Chase Bank, N.A., as
Investment Advisor
By: /s/ Eduard Beit
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Name: Eduard Beit
Title: Managing Director
J.P. MORGAN DIRECT CORPORATE FINANCE
PRIVATE INVESTORS LLC
By: J.P. Morgan Investment Management Inc.,
as Investment Advisor
By: /s/ Eduard Beit
---------------------
Name: Eduard Beit
Title: Managing Director
522 FIFTH AVENUE FUND, L.P.
By: J.P. Morgan Investment Management Inc., as
Investment Advisor
By: /s/ Eduard Beit
---------------------
Name: Eduard Beit
Title: Managing Director
Page 9 of 9 Pages