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OMB APPROVAL
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OMB Number: 3235-0145
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UNITED
STATES
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Expires:
February 28, 2009
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SECURITIES
AND EXCHANGE COMMISSION
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Estimated average burden
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Washington,
D.C. 20549
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hours per response..............................14.5
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SCHEDULE
13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Gaming
Partners International Corporation
(Name of Issuer)
Common
Stock, $0.01 par value
(Title of Class of Securities)
Elisabeth
Carretté, 1700 South Industrial Road, Las Vegas, Nevada 89102, (702) 384-2425
(Name, Address and Telephone Number of Person Authorized to
Received Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
o
Note
:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
*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 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.
SEC 1746 (3-06)
CUSIP No.
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36467A107
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1.
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Names of Reporting
Persons.
I.R.S. Identification Nos. of above persons (entities only).
Elisabeth Carretté
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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)
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X
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(b)
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3.
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SEC Use Only
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4.
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Source of Funds
(See Instructions)
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PF WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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6.
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Citizenship or Place of Organization
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France
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Number of Shares
Beneficially by
Owned by Each
Reporting Person
With:
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7.
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Sole Voting Power
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4,076,226
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8.
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Shared Voting Power
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0
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9.
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Sole Dispositive Power
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4,076,226
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10.
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Shared Dispositive Power
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0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
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4,350,508
2
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13.
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Percent of Class Represented by Amount in Row (11)
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53.6%
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14.
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Type of Reporting Person (See Instructions)
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IN
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1
Includes 274,282 shares beneficially owned by Eric P.
Endy. See Item 5 below for a detailed
description of the amount and nature of shares beneficially owned by
Mr. Carretté.
Page 2 of 7
This
Amendment No. 2 to Schedule 13D amends the Schedule 13D originally filed
by Elisabeth Carretté with the Securities and Exchange Commission on
March 1, 2005, as subsequently amended by Amendment No. 1 thereto,
for the purpose of updating the relevant information as of the date hereof or
for such other dates as may be expressly provided herein. This Amendment reports, among other things,
the open market purchases indirectly through Holding Wilson, S.A., pursuant to
a Rule 10b5-1 trading plan adopted by Holding Wilson, S.A. on
September 1, 2008. Mrs. Carretté
beneficially owns approximately 92.9% of the outstanding shares of Holding
Wilson, S.A. and she has included in this Schedule 13D all of the shares of
Gaming Partners International Corporation (GPIC) common stock held by Holding
Wilson, S.A. in the total amount of shares of GPIC beneficially owned by
her. As such, Mrs. Carretté has not
named Holding Wilson, S.A. as a separate reporting person in this
Schedule 13D. The existence of a
group between Mrs. Carretté and Mr. Endy was previously reported on a
prior Schedule 13D. Pursuant to
Rule 13d-1(k)(2), each of Mrs. Carretté and Eric P. Endy are
filing individually, and the information herein concerning Mr. Endy
reflects Mrs. Carrettés knowledge of such information.
ITEM 3. SOURCE AND
AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3
is hereby amended by adding the following at the end of such item:
The
source of funds for the purchase of shares of common stock by
Mrs. Carretté through Holding Wilson, S.A. described in Item 4 and
Item 5(c) of this Amendment No. 2 is working capital of Holding
Wilson, S.A. The amount of funds used to
purchase the shares of common stock listed in Item 5(c) of this
Amendment No. 2 can be determined from such Item.
In addition, from the period of the filing of the previous
amended Schedule 13D, Mrs. Carretté, directly and indirectly, acquired a
total of 76,972 shares of GPIC common stock as provided below by exercising
various stock options and anti-dilution warrants. The nature of the anti-dilution warrants is
addressed in Item 5 below. The source
and amount of funds for the acquisition of such shares is described below:
Person
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Date
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No. of
Shares
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Exercise
Price
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Purchase
Price
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Source of Funds
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Holding Wilson, S.A.
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10/23/2006
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72,958
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$0.01
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$729.58
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Working
Capital
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Elisabeth Carretté
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10/23/2006
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7
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$0.01
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$0.07
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Personal
Funds
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Estate of Francois Carretté
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10/23/2006
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7
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$0.01
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$0.07
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Personal
Funds
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Estate of Francois Carretté
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12/20/2006
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4,000
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$3.40
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$13,600.00
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Personal
Funds
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From
December 19, 2005 through May 23, 2006, Mr. Endy made cashless
exercises of options for 27,000 shares which were sold as reported in
Item 3 to Mr. Endys Amendment No. 7 to Schedule 13D, dated
August 7, 2006.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding the following at the
end of such item:
From
October 6, 2008 through October 10, 2008, Mrs. Carretté
purchased through Holding Wilson, S.A. 74,908 shares of GPIC common stock as
provided below as a result of open market purchases by Holding Wilson, S.A. for
investment pursuant to a 10b5-1 trading plan adopted by Holding Wilson on
September 1, 2008. Holding Wilson,
S.A. is an entity owned and controlled by Mrs. Carretté. Under the 10b5-1 plan, a broker-dealer is
authorized to purchase on the open market up to 500,000 shares of GPICs common
stock at prevailing market prices and subject to maximum price thresholds
specified in the plan.
Page 3 of 7
Purchases under the 10b5-1 plan may take place
periodically between October 6, 2008 and no later than June 30, 2009,
subject to earlier termination.
Each
of the persons named in Item 1 reserves the right (i) to purchase or
otherwise acquire additional shares of GPIC common stock, or other securities
of GPIC, or instruments convertible into or exercisable for any such
securities, in the open market, in privately negotiated transactions or
otherwise, at any time and from time to time, and (ii) to sell, transfer
or otherwise dispose of Company securities in public or private transactions,
at any time or from time to time.
ITEM 5. INTEREST IN
SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated in its
entirety as follows:
(a)(b)
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Elisabeth Carretté
(excluding Eric P.
Endy shares)
1
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Eric P. Endy
(excluding Elisabeth
Carretté shares)
2
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Eric P. Endy and
Elisabeth
Carretté shares
as a Group
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Amount beneficially owned:
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4,076,226
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274,282
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4,350,508
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Percent of class
3
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50.2%
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3.4%
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53.6%
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Number of shares as to which the person
has:
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Sole power to vote or to direct the vote:
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4,076,226
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274,282
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4,350,508
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Shared power to vote or to direct the vote:
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0
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0
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0
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Sole power to dispose or to direct the
disposition of:
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4,076,226
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274,282
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4,350,508
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Shared power to dispose or to direct the
disposition of:
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0
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0
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0
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1
Mrs. Carretté
beneficially owns her shares of GPIC common stock as follows:
Holding
Wilson, S.A.
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4,048,124
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Estate
of Francois Carretté
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19,750
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Elisabeth
Carretté
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352
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Currently
exercisable stock options and
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8,000
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4,076,226
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On January 27, 2005, Mrs. Carretté was granted an
option under GPICs 1994 Directors Stock Option Plan (DSOP) to purchase
6,000 shares of GPIC common stock at $12.81 per share. The option is fully-vested and
exercisable. On January 27, 2008, Mrs.
Carretté was granted an option under the DSOP to purchase 2,000 shares of GPIC common
stock at $7.52 per share. The option is
fully-vested and exercisable.
2
To the knowledge
of Mrs. Carretté, based upon public filings made by Mr. Endy and other
information available to her, Mr. Endy beneficially owns his shares of GPIC
common stock as follows:
The
Endy Trust
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235,924
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Eric
P. Endy
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12,358
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Nevin
Chao Endy Irrevocable Trust
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6,000
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Daren
Chang Endy Irrevocable Trust
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6,000
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Celine
Endy Irrevocable Trust
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6,000
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Hsiao
Chin Endy (Spouse)
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6,000
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Currently
exercisable stock options
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2,000
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274,282
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On December 12, 2007, Mr. Endy was granted an option under GPICs 1994
Directors Stock Option Plan (DSOP) to purchase 2,000 shares of GPIC common
stock at $6.49 per share. The option is
fully-vested and exercisable. On
December 22, 2008, Mr. Endy was granted an option under the DSOP to purchase
2,000 shares of GPIC common stock at $5.80 per share. The option is fully-vested but not
exercisable until six months and one day after the date of grant. Accordingly, the 2008 option is not included
in the number of shares beneficially owned by Mr. Endy.
3
The percentages
reflect the percentage share ownership based on a total of 8,103,401 shares of
GPIC common stock outstanding as of September 30, 2008.
Page 4 of 7
GPIC (formerly
known as Paul-Son Gaming Corporation) entered into an agreement and plan of
exchange and stock purchase dated as of April 11, 2002 and amended as
of May 13, 2002 (the Combination Agreement) with Gaming Partners
International SAS (formerly known as Etablissements Bourgogne at Grasset), or
GPI-SAS. GPIC and GPI-SAS completed the
transactions contemplated under the Combination Agreement on September 12,
2002. As a part of the combination
transaction, Mr. Endy, the Endy Trust (including the other Endy family trusts)
and Mrs. Carretté and the other former GPI-SAS stockholders entered into a
stock purchase agreement dated April 11, 2002 (the Stock Purchase
Agreement). Pursuant to the Stock
Purchase Agreement, Mr. Endy and the Endy Trust (including the other Endy
family trusts) agreed to vote all shares of GPIC common stock which they were
entitled to vote in the manner directed by Holding Wilson, S.A. (GPI-SASs then
controlling stockholder) at any and all meetings of the stockholders of GPIC
with respect to the election and removal of directors for a period of five
years after the date of the closing of the combination. Holding Wilson S.A. and Francois Carretté (or
his successor), the controlling stockholder of Holding Wilson S.A., each agreed
to vote all shares of GPIC common stock which they are entitled to vote in
favor of the election of Eric P. Endy as director (or if Mr. Endy is unable to
serve, a replacement designated by the Endy Trust) for a period of five years
after the closing of the combination.
The five year term of these voting obligations expired on April 11,
2007. The Stock Purchase Agreement also
provides the former stockholders of GPI-SAS with a right of first refusal to
purchase any shares which Mr. Endy or the Endy Trust desire to sell. Mr. Carretté died on December 24, 2004, and
was survived by his spouse, Elisabeth Carretté.
Mrs. Carretté beneficially owns, directly and indirectly, an aggregate
of approximately 4,076,226 shares (including 8,000 shares underlying currently
exercisable options), constituting approximately 50.3% of the outstanding
shares of GPIC common stock. In her
capacity as President of the Supervisory Board and 92.9% owner of Holding
Wilson, S.A., Mrs. Carretté has the sole power to vote and dispose of such
shares, subject to her daughters remainder interest in the shares of Holding
Wilson, S.A. upon her death. As a result
of the relationship described above with respect to the transactions under the
Stock Purchase Agreement, Mrs. Carretté acknowledges the existence of a group
consisting of herself and Mr. Endy within the meaning of Section 13(d)(3) of
the Act. In order for a group to exist for Nasdaq purposes, the stockholders
must have publicly filed a Schedule 13D or other notice reporting that they are
acting as a group. Under Rule
13d-5(b)(1), a group is deemed to exist when two or more persons agree to act
together for the purpose of acquiring, holding, voting or disposing of equity
securities of an issuer. As the first
right of refusal relates to the acquisition of GPICs equity securities, and
based on reported cases and SEC interpretations with respect to Section 13(d),
Mrs. Carretté and Mr. Endy concluded that a group does exist between them. Although Mrs. Carretté acknowledges the
existence of a group between her and Mr. Endy within the meaning of Section
13(d)(3) of the Act, Mrs. Carretté express disclaims beneficial ownership of
the shares beneficially owned by Mr. Endy and the Endy Trust as she has no
pecuniary interest in such shares.
As
part of the consideration for the combination, GPIC issued to the former
GPI-SAS stockholders antidilution warrants to purchase an aggregate of 459,610
shares of GPIC common stock at a price of $0.01 per share under certain
circumstances. Since the closing of the
exchange transaction, Mr. and Mrs.
Carretté have,
directly or indirectly,
exercised antidilution warrants for an aggregate of 180,235 shares of GPIC
common stock. As of the date of the
filing of this Schedule 13D, all of the antidilution had been either exercised or
cancelled.
On
September 12, 2002, Mr. Carretté was granted an option to purchase
6,000 shares of GPIC common stock under GPICs 1994 Directors Stock Option
Plan, or the DSOP. The exercise price of
his option is $3.40 per share. The
option vests over a three-year period, 2,000 shares per year, commencing on
September 12, 2003. At the time of
Mr. Carrettés death, the option was fully vested and exercisable as to
4,000 shares. On December 20, 2006,
Mrs. Carretté has exercised the vested portion of the option, allowing her
to acquire 4,000 shares. In addition, on
January 27, 2005, Mrs. Carretté was granted an option under DSOP to
purchase 6,000 shares of GPICs common stock at $12.81 per share. The option is fully vested and
exercisable. On January 27, 2008, Mrs. Carretté
was granted an option under the DSOP to purchase 2,000 shares of GPICs common
stock at $7.52 per share. The option is
fully vested and exercisable.
Holding
Wilson, S.A. entered into an agreement with Gerard Charlier (the Put Option),
whereby Holding Wilson, S.A. granted Mr. Charlier an option to sell to Holding
Wilson, S.A. the GPIC common
Page 5 of 7
stock he acquired in the
combination if Mr. Charliers employment with GPIC is terminated voluntarily by
Mr. Charlier or by GPIC other than for death, permanent disability or cause (as
defined in Mr. Charliers employment agreement). The per share sale price would be equal to
the average closing price of GPIC common stock for the 30 trading days
preceding the date Mr. Charlier exercises his option to sell. To the knowledge of Mrs. Carretté, Mr.
Charlier beneficially owns a total of approximately 870,384 shares of GPIC
common stock, including 300,000 stock options that are currently exercisable. Mrs. Carretté expressly disclaims beneficial
ownership of the shares beneficially owned by Mr. Charlier as she has no
pecuniary interest in such shares. The
term of the Put Option expired on September 12, 2007.
The
percentages reflect the percentage share ownership with respect to 8,103,401
shares of GPIC common stock outstanding as of September 30, 2008.
(c) During the past 60 days,
Mrs. Carretté effected the following transactions in GPIC common
stock:
Person
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Date
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No. of Shares*
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Price Per
Share*
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Where & How Effected
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Holding
Wilson, S.A.
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10/06/2008
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15,857
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$4.00
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Purchases in
NASDAQ market transactions
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Holding
Wilson, S.A.
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10/07/2008
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15,857
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$3.94
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Purchases in
NASDAQ market transactions
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Holding
Wilson, S.A.
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10/08/2008
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15,857
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$3.91
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Purchases in
NASDAQ market transactions
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Holding
Wilson, S.A.
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10/09/2008
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12,937
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$3.98
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Purchases in
NASDAQ market transactions
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Holding
Wilson, S.A.
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10/10/2008
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14,400
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$3.92
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Purchases in
NASDAQ market transactions
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*Shares of GPIC common stock were purchased over
the day and the aggregate amount and average price are indicated. Excludes brokerage commissions.
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(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Item 6
is amended as follows:
Item 4
of this Amendment No. 2 to Schedule 13D is incorporated herein by
reference. The foregoing description
does not purport to be complete and is qualified in its entirety by reference
to the 10b5-1 trading plan which is filed as an exhibit hereto.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
2.1 Agreement and Plan of Exchange and Stock
Purchase, dated as of April 11, 2002, and amended as of May 13,
2002, between GPIC and GPI-SAS (Incorporated by reference to Annex A to GPICs
Definitive Proxy Statement on Schedule 14A (File No. 0-23588) filed on August 9,
2002).
2.2 Stock Purchase Agreement, dated as of
April 11, 2002, among Eric P. Endy, the Endy Trust, the other
Endy family trusts and the former GPI-SAS stockholders (Incorporated by
reference to Annex D to Paul-Sons Definitive Proxy Statement on Schedule 14A
(File No. 0-23588) filed on August 9, 2002).
2.3 Option Agreement, dated as of March 29,
2002, between Holding Wilson, S.A. and Gerard Charlier (Incorporated by
reference to Exhibit 3 of Schedule 13D for Francois Carretté filed on
September 18, 2002).
2.4 Warrant Agreement, dated as of
September 12, 2002, in favor of Holding Wilson, S.A.; Warrant Agreement,
dated as of September 12, 2002, in favor of Francois Carretté; and Warrant
Agreement, dated as of September 12, 2002, in favor of Elisabeth Carretté.
(Incorporated by reference to Exhibit 2.4 of Amendment No.1 to Schedule 13D for
Elisabeth Carretté filed on November 14, 2005)
99.1 10b5-1 Trading Plan (entered into by Holding
Wilson, S.A. on September 1, 2008).
[Signature page follows]
Page 6 of 7
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.
Dated:
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January 9, 2009
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/s/ Elisabeth
Carretté
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Elisabeth
Carretté
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HOLDING WILSON,
S.A.
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/s/ Alain
Thieffry
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By: Alain Thieffry
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Its:
President
of the Executive Board
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ATTENTION
Intentional misstatements or omissions of fact
constitute Federal criminal violations
(See 18 U.S.C. 1001)
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Page 7 of 7
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