- Amended Statement of Beneficial Ownership (SC 13D/A)
April 23 2009 - 3:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Satyam Computer Services Limited
(Name of Issuer)
Common Stock, par value Rs. 2.0 per share
(Title of Class of Securities)
804098101
N. Hariharan
Company Secretary
Larsen & Toubro Limited
L&T House, Ballard Estate
Mumbai 400 001, India
91-22-67525840
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With a copy to
:
Srinivas S. Kaushik
Kirkland & Ellis LLP
153 East 53rd Street
New York, New York 10001
(212) 446-4800
April 13, 2009
(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 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).
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CUSIP No.
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804098101
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Page
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2
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1
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NAMES OF REPORTING PERSONS
Larsen
& Toubro Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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India
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7
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SOLE VOTING POWER
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NUMBER OF
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81,132,714 (See Item 5)
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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81,132,714 (See Item 5)
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WITH
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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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81,132,714 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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12.0%* (See Item 5)
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14
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TYPE OF REPORTING PERSON
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HC, CO
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*
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The calculation of this percentage is based upon 673,884,281 equity shares of Common Stock outstanding, including 130,698,638 underlying equity shares for 65,349,319 ADSs, as of December 31, 2008, reported by the Issuer in its shareholding pattern for the quarter ended December 31, 2008, filed by the Issuer with the Bombay Stock Exchange on January 21, 2009.
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CUSIP No.
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804098101
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Page
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3
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1
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NAMES OF REPORTING PERSONS
L&T Capital Company Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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India
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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30,212,750 (See Item 5)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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30,212,750 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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30,212,750 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.5%* (See Item 5)
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14
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TYPE OF REPORTING PERSON
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CO
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*
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The calculation of this percentage is based upon 673,884,281 equity shares of Common Stock outstanding, including 130,698,638 underlying equity shares for 65,349,319 ADSs, as of December 31, 2008, reported by the Issuer in its shareholding pattern for the quarter ended December 31, 2008, filed by the Issuer with the Bombay Stock Exchange on January 21, 2009.
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This
Amendment No. 2 to Schedule 13D amends the information set forth in the
Schedule 13D filed by the Reporting Persons (as defined therein) with the Securities and Exchange
Commission (the
Commission
) on February 6, 2009 and amended by Amendment No. 1 (the
Schedule 13D
), relating to
the shares of common stock, par value Rs. 2.0 per share (the
Common Stock
), of Satyam
Computer Services Limited, a corporation organized under the laws of the Republic of India (the
Issuer
), with principal executive offices at Satyam Infocity, Unit 12, Plot No. 35/36, Hi-tech
City layout, Survey No. 64, Madhapur Hyderabad 500 081, Andhra Pradesh, India. Capitalized
terms used herein without definition shall have the meanings assigned to such terms in the Schedule
13D. Except as expressly set forth herein, there have been no changes to the information set forth
in the Schedule 13D.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is
hereby amended to add the following:
The
Reporting Persons submitted an offer in the Bid Process
however on April 13, 2009, the Issuer announced that it had decided to
enter into a transaction with another bidder. As part of the Bid
Process, the Reporting Persons entered into a standstill agreement
with respect to future acquisition, disposition or transfer of
securities of the Issuer. Pursuant to the standstill agreement, the
Reporting Persons are prohibited from tendering their shares of the
Issuer in the open public offer to be commenced by the successful
bidder in the Bid Process. The standstill agreement terminates
six months from the date of public announcement of the public offer
by the successful bidder. The standstill agreement is attached as Exhibit 99.1 hereto and this summary of the standstill
agreement is qualified in its entirely with reference thereto.
The information set forth in
Item 3 of the Schedule 13D is hereby incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits E
Exhibit 99.1 Standstill Agreement between Satyam Computer Services Limited and Larsen & Toubro Limited, dated March 26, 2009
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.
Date:
April 22, 2009
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LARSEN & TOUBRO LIMITED
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By:
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/s/ N. Hariharan
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Name:
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N. Hariharan
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Title:
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Company Secretary
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L&T CAPITAL COMPANY LIMITED
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By:
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/s/ P.S. Kapoor
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Name:
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P. S. Kapoor
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Title:
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Company Secretary
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