Filing Details
- Accession Number:
- 0001193125-16-667700
- Form Type:
- 13D Filing
- Publication Date:
- 2016-08-02 10:11:55
- Filed By:
- Villere St Denis J & Co Llc
- Company:
- Epiq Systems Inc (NASDAQ:EPIQ)
- Filing Date:
- 2016-08-02
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| St. Denis J. Villere Company | 4,985,729 | 5,042,628 | 4,999,243 | 5,042,628 | 5,042,628 | 13.4% |
| George V. Young | 3,800 | 5,042,628 | 3,800 | 5,042,628 | 5,042,628 | 13.4% |
| St. Denis J. Villere III | 7,900 | 5,042,628 | 7,900 | 5,042,628 | 5,042,628 | 13.4% |
| St. Denis J. Villere II | 31,685 | 5,042,628 | 31,685 | 5,042,628 | 5,042,628 | 13.4% |
| George G. Villere | 5,042,628 | 5,042,628 | 5,042,628 | 13.4% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
EPIQ Systems, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
26882D109
(CUSIP Number)
George Young
St. Denis J. Villere & Company, L.L.C.
601 Poydras St., Suite 1808
New Orleans, LA 70130
(504) 599-4544
With a Copy to:
John Anjier
Liskow & Lewis
701 Poydras St., Suite 5000
New Orleans, LA 70139
(504) 556-4177
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 26, 2016
(Date of Event Which Requires Reporting)
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. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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).
| CUSIP No. 26882D109 | SCHEDULE 13D/A | Page 2 of 8 |
| (1) | NAME OF REPORTING PERSON
St. Denis J. Villere & Company, L.L.C. | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (See Instructions)
OO | |||||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
| (6) | CITIZENSHIP OR PLACE OR ORGANIZATION
Louisiana | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | SOLE VOTING POWER
4,985,729 | ||||
| (8) | SHARED VOTING POWER
5,042,628 | |||||
| (9) | SOLE DISPOSITIVE POWER
4,999,243 | |||||
| (10) | SHARED DISPOSITIVE POWER
5,042,628 | |||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,042,628 | |||||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
N/A | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11:
13.4% | |||||
| (14) | TYPE OF REPORTING PERSON:
IA | |||||
| CUSIP No. 26882D109 | SCHEDULE 13D/A | Page 3 of 8 |
| (1) | NAME OF REPORTING PERSON
George V. Young | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (See Instructions)
OO | |||||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
| (6) | CITIZENSHIP OR PLACE OR ORGANIZATION
United States | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | SOLE VOTING POWER
3,800 | ||||
| (8) | SHARED VOTING POWER
5,042,628 | |||||
| (9) | SOLE DISPOSITIVE POWER
3,800 | |||||
| (10) | SHARED DISPOSITIVE POWER
5,042,628 | |||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,042,628 | |||||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
N/A | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11:
13.4% | |||||
| (14) | TYPE OF REPORTING PERSON:
IN | |||||
| CUSIP No. 26882D109 | SCHEDULE 13D/A | Page 4 of 8 |
| (1) | NAME OF REPORTING PERSON
St. Denis J. Villere III | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (See Instructions)
OO | |||||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
| (6) | CITIZENSHIP OR PLACE OR ORGANIZATION
United States | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | SOLE VOTING POWER
7,900 | ||||
| (8) | SHARED VOTING POWER
5,042,628 | |||||
| (9) | SOLE DISPOSITIVE POWER
7,900 | |||||
| (10) | SHARED DISPOSITIVE POWER
5,042,628 | |||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,042,628 | |||||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
N/A | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11:
13.4% | |||||
| (14) | TYPE OF REPORTING PERSON:
IN | |||||
| CUSIP No. 26882D109 | SCHEDULE 13D/A | Page 5 of 8 |
| (1) | NAME OF REPORTING PERSON
St. Denis J. Villere II | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (See Instructions)
OO | |||||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
| (6) | CITIZENSHIP OR PLACE OR ORGANIZATION
United States | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | SOLE VOTING POWER
31,685 | ||||
| (8) | SHARED VOTING POWER
5,042,628 | |||||
| (9) | SOLE DISPOSITIVE POWER
31,685 | |||||
| (10) | SHARED DISPOSITIVE POWER
5,042,628 | |||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,042,628 | |||||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
N/A | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11:
13.4% | |||||
| (14) | TYPE OF REPORTING PERSON:
IN | |||||
| CUSIP No. 26882D109 | SCHEDULE 13D/A | Page 6 of 8 |
| (1) | NAME OF REPORTING PERSON
George G. Villere | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (See Instructions)
OO | |||||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
| (6) | CITIZENSHIP OR PLACE OR ORGANIZATION
United States | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | SOLE VOTING POWER
| ||||
| (8) | SHARED VOTING POWER
5,042,628 | |||||
| (9) | SOLE DISPOSITIVE POWER
| |||||
| (10) | SHARED DISPOSITIVE POWER
5,042,628 | |||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,042,628 | |||||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
N/A | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11:
13.4% | |||||
| (14) | TYPE OF REPORTING PERSON:
IN | |||||
| CUSIP No. 26882D109 | SCHEDULE 13D/A | Page 7 of 8 |
ITEM 1. SECURITY AND ISSUER
This Schedule 13D/A relates to shares of the Voting Shares of Common Stock (the Shares) of Epiq Systems, Inc., a Missouri corporation (the Issuer), whose principal executive offices are located at 501 Kansas Ave, Kansas City, KS 66105, and amends and supplements the Schedule 13D (the Schedule 13D) filed September 17, 2014 as amended. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used herein but not otherwise defined in this Amendment shall have the meaning ascribed to them in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended by adding the following paragraphs.
Villere entered into a Support Agreement, dated July 26, 2016 (the Support Agreement) with Document Technologies, LLC (the Parent) in connection with a merger (the Merger) contemplated by the Agreement and Plan of Merger, dated the same date (the Merger Agreement) among the Parent, DTI Merger Sub, Inc. and the Issuer. Pursuant to the Support Agreement, the Villere agreed (1) to vote all of its beneficially owned Shares to approve and adopt the Merger Agreement and the Merger at any meeting of the stockholders of the Issuer, and at any adjournment thereof, at which such Merger Agreement is submitted for a vote of such stockholders; and (2) to vote against the approval of any Takeover Proposal (as defined in the Merger Agreement).
The foregoing summaries and information disclosed in this Item 4 do not purport to be complete and are qualified in their entirety by reference to (1) the Support Agreement, a copy of which is attached as Exhibit 99.10 to this Amendment, and (2) the Merger Agreement, a copy of which is attached as Exhibit 2.1 to the Issuers Form 8-K filed with the Securities and Exchange Commission on July 27, 2016.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended to add the following items:
| 99.10 | Support Agreement, dated July 26, 2016 between Document Technologies, LLC and St. Denis J. Villere & Company, L.L.C. | |
SIGNATURES
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: August 1, 2016
| ST. DENIS J. VILLERE & COMPANY, L.L.C. | ||
| By: | /s/ George Young | |
| Name: | George Young | |
| Title: | Member | |
| GEORGE V. YOUNG | ||
| /s/ George Young | ||
| CUSIP No. 26882D109 | SCHEDULE 13D/A | Page 8 of 8 |
| ST. DENIS J. VILLERE II | ||
| /s/ St. Denis J. Villere II | ||
| ST. DENIS J. VILLERE III | ||
| /s/ St. Denis J. Villere III | ||
| GEORGE G. VILLERE | ||
| /s/ George Villere | ||