SC 13D/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
David
Aufhauser, Esq.
UBS AG
299 Park Avenue
New York, New York 10171
212-821-3000
(Name, Address and Telephone Number of Person Authorized to
Receive 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 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 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).
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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NAMES OF REPORTING PERSONS:
UBS AG (for the benefit and on behalf of UBS Investment Bank, Wealth Management USA, and Global Wealth Management and Business Banking business groups of UBS AG)
* See item 5 |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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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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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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BK.AF,WC |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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þ |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Switzerland
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7 |
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SOLE VOTING POWER: |
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| NUMBER OF |
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1,928,895 |
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| SHARES |
8 |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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0 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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1,928,895 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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1,928,895 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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6.06% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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BK |
2
Item 1. Security and Issuer
Common Stock
ADVO, Inc.
One Targeting Centre
Windsor, CT 06095
Item 2. Identity and Background
UBS AG
Principal business: UBS AG is a major international banking and financial firm.
UBS AG’s principal business office is located at:
Bahnhofstrasse 45
CH-8021, Zurich, Switzerland
UBS AG, a Swiss banking corporation, is publicly owned, and its shares are listed on the Zurich,
New York and Tokyo stock exchanges. Subsidiaries of UBS AG include UBS Securities LLC and UBS
Financial Services Inc. Like most securities firms, UBS Securities LLC and UBS Financial Services
Inc. are, and have been, defendant(s) in numerous legal actions brought by private plaintiffs
relating to their securities businesses that allege various violations of federal and state
securities laws. UBS Securities LLC and UBS Financial Services Inc. are wholly owned subsidiaries
of UBS AG. UBS AG, a Swiss banking corporation, is publicly owned, and its shares are listed on the
Zurich, New York and Tokyo stock exchanges. UBS AG files annual reports on Form 20-F with the SEC,
and also files quarterly reports and certain other material information with the SEC under cover of
Form 6-K. These reports are publicly available. These reports include material information about
UBS Securities LLC matters, including information about any material litigation or administrative
proceedings.
Further, UBS AG, UBS Securities LLC and UBS Financial Services Inc., and other affiliated entities,
like most large, full service investment banks and broker-dealers, receive inquiries and are
sometimes involved in investigations by the Federal Reserve Bank, SEC, NYSE and various other
regulatory organizations and government agencies. UBS AG and its affiliates and subsidiaries fully
cooperate with the authorities in all such requests. UBS Securities LLC and UBS Financial Services Inc. regularly report to the National
Association of Securities Dealers, Inc. on Form B-D and to the SEC on Schedule E to Form ADV
investigations that result in orders. These reports are publicly available.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for the purchases of the Common Stock (as defined above in Item 1) was internal
funds of UBS AG and the affiliates that purchased the subject securities and/or the available funds
of clients if shares purchased on a discretionary basis for client accounts.
Item 4. Purpose of Transaction
The shares of Common Stock were acquired for investment and proprietary trading
purposes and not with the purpose or effect of changing or influencing control
of the Issuer. UBS AG and its affiliates review their respective holdings of the
Issuer on an ongoing basis. Depending on such evaluations, UBS and its
affiliates may from time to time in the future acquire additional shares in
connection with such investment and risk arbitrage activities. Except as otherwise
described herein, none of the reporting persons has any plans or proposals
relating to or which would result in any of the transactions described in Items
4(a)-(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a)-(b) This filing reflects shares beneficially owned by UBS Investment Bank, Wealth
Management USA and Global Wealth Management and Business Banking business groups of UBS AG (the
“Business Groups”), through the following entities through those business groups:
UBS AG London Branch
UBS Portfolio LLC
UBS AG Frankfurt
UBS Ltd
UBS Warburg Private Clients Ltd
UBS AG Tokyo branch
UBS AG (Switzerland)
UBS Warburg Securities (Pty) Ltd (South Africa)
UBS International Ltd
UBS Warburg Securities Ltd
Banco UBS Warburg S.A
UBS Warburg Corretora de Cambio e Valores
Mobiliarios S.A.
UBS Warburg Trading S.A.
UBS Bunting Warburg Inc
UBS Capital Americas Investments III, Ltd.
UBS Capital II LLC
UBS Capital LLC
UBS AG Brazil
UBS Limited
UBS Capital Americas Investments II Ltd
SBC Equity Partners AG
UBS Capital Asia Pacific Ltd
UBS Capital Holdings LLC
UBS Capital Jersey Ltd
UBS Capital BV
UBS (USA) Inc
UBS Warburg AG (Frankfurt)
UBS Securities Australia Ltd
UBS Securities (Japan) Ltd
UBS Securities LLC
UBS Securities New Zealand Limited
UBS New Zealand Limited
UBS AG Australia Branch
UBS Capital Markets LP
UBS Capital Latin America LDC
UBS Securities France SA
UBS AG Canada Branch
UBS Cayman Ltd.
PaineWebber Capital Inc
Paine Webber International Inc
UBS Fiduciary Trust Company
UBS Financial Services Incorporated of Puerto Rico
UBS Americas Inc
UBS Financial Services Inc.
SRM LP
(c) — As required, the following information below describes trading in the above mentioned class
of securities that is considered reportable within the past sixty day or since the previous 13D
filing.
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| BUY/SELL |
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DATE |
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AMOUNT |
PRICE |
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EXCHANGE |
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SELL |
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12/28/2006 |
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1,100 |
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30.62 |
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NYSE |
SELL |
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1/03/2007 |
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6,400 |
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32.63 |
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NYSE |
SELL |
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1/04/2007 |
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13,900 |
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32.63 |
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NYSE |
SELL |
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1/10/2007 |
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3,600 |
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32.70 |
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NYSE |
SELL |
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1/11/2007 |
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182,900 |
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32.69 |
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NYSE |
SELL |
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1/12/2007 |
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14,300 |
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32.70 |
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NYSE |
SELL |
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1/16/2007 |
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12,700 |
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32.70 |
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NYSE |
SELL |
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1/17/2007 |
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600 |
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32.70 |
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NYSE |
SELL |
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1/18/2007 |
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14,300 |
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32.70 |
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NYSE |
SELL |
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1/19/2007 |
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58,800 |
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32.70 |
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NYSE |
SELL |
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1/22/2007 |
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97,400 |
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32.71 |
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NYSE |
SELL |
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1/23/2007 |
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25,800 |
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32.73 |
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NYSE |
SELL |
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1/24/2007 |
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48,900 |
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32.72 |
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NYSE |
SELL |
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1/25/2007 |
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54,500 |
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32.74 |
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NYSE |
The Reporting Person has sole voting and dispositive power over all of the shares reported above.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
UBS holdings include call options to acquire 550,000 shares of the common stock.
Item 7. Material to be Filed as Exhibits
None
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
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UBS AG |
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By: /s/ Edward Buscemi |
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Edward Buscemi |
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Executive Director |
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By: /s/ Gordon Kiesling |
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Gordon Kiesling |
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Executive Director |
Date: January 26, 2007