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KKR & Co. Inc. — Major Shareholding Notification 2012
Oct 5, 2012
10262_mrq_2012-10-05_6bfe1e11-a3f6-43c0-b539-8b3602a2961d.zip
Major Shareholding Notification
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| UNITED STATES |
|---|
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
SCHEDULE 13D (Rule 13d-1 and Rule 13d-2)
*(Amendment No. 1)*
*Under the Securities Exchange Act of 1934*
*CHINA CORD BLOOD CORPORATION*
(Name of Issuer)
*Ordinary Shares, par value $0.0001*
(Title of Class of Securities)
*G21107100*
(CUSIP Number)
*David J. Sorkin, Esq.*
*Kohlberg Kravis Roberts & Co. L.P.*
*9 West 57th Street, Suite 4200*
*New York, New York 10019*
*(212) 750-8300*
with a copy to:
*John E. Lange, Esq.*
*Paul, Weiss, Rifkind, Wharton & Garrison LLP*
*1285 Avenue of the Americas*
*New York, New York 10019-6064*
*(212) 373-3000*
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
*September 20, 2012*
(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 Rule 13d-1(e), 13d-1(f) or 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 Section 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).
SEQ.=1,FOLIO='',FILE='C:\JMS\106200\12-23127-1\task5587749\23127-1-ba-01.htm',USER='106200',CD='Oct 5 22:23 2012'
| CUSIP No G21107100 — 1 | Name of Reporting Persons KKR China Healthcare Investment Limited | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 22,903,454 |
| 8 | Shared Voting Power 0 | |
| 9 | Sole Dispositive Power 22,903,454 | |
| 10 | Shared Dispositive Power 0 | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 22,903,454 | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13 | Percent of Class Represented by Amount in Row (11) 24.9% | |
| 14 | Type of Reporting Person (See Instructions) OO |
2
SEQ.=1,FOLIO='2',FILE='C:\JMS\106200\12-23127-1\task5587749\23127-1-ba-01.htm',USER='106200',CD='Oct 5 22:23 2012'
| CUSIP No G21107100 — 1 | Name of Reporting Persons KKR China Growth Fund L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) AF | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 22,903,454 |
| 8 | Shared Voting Power 0 | |
| 9 | Sole Dispositive Power 22,903,454 | |
| 10 | Shared Dispositive Power 0 | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 22,903,454 | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13 | Percent of Class Represented by Amount in Row (11) 24.9% | |
| 14 | Type of Reporting Person (See Instructions) PN |
3
SEQ.=1,FOLIO='3',FILE='C:\JMS\106200\12-23127-1\task5587749\23127-1-ba-01.htm',USER='106200',CD='Oct 5 22:23 2012'
| CUSIP No G21107100 — 1 | Name of Reporting Persons KKR Associates China Growth L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) AF | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 22,903,454 |
| 8 | Shared Voting Power 0 | |
| 9 | Sole Dispositive Power 22,903,454 | |
| 10 | Shared Dispositive Power 0 | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 22,903,454 | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13 | Percent of Class Represented by Amount in Row (11) 24.9% | |
| 14 | Type of Reporting Person (See Instructions) PN |
4
SEQ.=1,FOLIO='4',FILE='C:\JMS\106200\12-23127-1\task5587749\23127-1-ba-01.htm',USER='106200',CD='Oct 5 22:23 2012'
| CUSIP No G21107100 — 1 | Name of Reporting Persons KKR China Growth Limited | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) AF | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 22,903,454 |
| 8 | Shared Voting Power 0 | |
| 9 | Sole Dispositive Power 22,903,454 | |
| 10 | Shared Dispositive Power 0 | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 22,903,454 | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13 | Percent of Class Represented by Amount in Row (11) 24.9% | |
| 14 | Type of Reporting Person (See Instructions) OO |
5
SEQ.=1,FOLIO='5',FILE='C:\JMS\106200\12-23127-1\task5587749\23127-1-ba-01.htm',USER='106200',CD='Oct 5 22:23 2012'
| CUSIP No G21107100 — 1 | Name of Reporting Persons KKR Fund Holdings L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) AF | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 22,903,454 |
| 8 | Shared Voting Power 0 | |
| 9 | Sole Dispositive Power 22,903,454 | |
| 10 | Shared Dispositive Power 0 | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 22,903,454 | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13 | Percent of Class Represented by Amount in Row (11) 24.9% | |
| 14 | Type of Reporting Person (See Instructions) PN |
6
SEQ.=1,FOLIO='6',FILE='C:\JMS\106200\12-23127-1\task5587749\23127-1-ba-01.htm',USER='106200',CD='Oct 5 22:23 2012'
| CUSIP No G21107100 — 1 | Name of Reporting Persons KKR Fund Holdings GP Limited | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) AF | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 22,903,454 |
| 8 | Shared Voting Power 0 | |
| 9 | Sole Dispositive Power 22,903,454 | |
| 10 | Shared Dispositive Power 0 | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 22,903,454 | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13 | Percent of Class Represented by Amount in Row (11) 24.9% | |
| 14 | Type of Reporting Person (See Instructions) OO |
7
SEQ.=1,FOLIO='7',FILE='C:\JMS\106200\12-23127-1\task5587576\23127-1-ba-03.htm',USER='106200',CD='Oct 5 21:15 2012'
| CUSIP No G21107100 — 1 | Name of Reporting Persons KKR Group Holdings L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) AF | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 22,903,454 |
| 8 | Shared Voting Power 0 | |
| 9 | Sole Dispositive Power 22,903,454 | |
| 10 | Shared Dispositive Power 0 | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 22,903,454 | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13 | Percent of Class Represented by Amount in Row (11) 24.9% | |
| 14 | Type of Reporting Person (See Instructions) PN |
8
SEQ.=1,FOLIO='8',FILE='C:\JMS\106200\12-23127-1\task5587576\23127-1-ba-03.htm',USER='106200',CD='Oct 5 21:15 2012'
| CUSIP No G21107100 — 1 | Name of Reporting Persons KKR Group Limited | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) AF | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 22,903,454 |
| 8 | Shared Voting Power 0 | |
| 9 | Sole Dispositive Power 22,903,454 | |
| 10 | Shared Dispositive Power 0 | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 22,903,454 | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13 | Percent of Class Represented by Amount in Row (11) 24.9% | |
| 14 | Type of Reporting Person (See Instructions) OO |
9
SEQ.=1,FOLIO='9',FILE='C:\JMS\106200\12-23127-1\task5587576\23127-1-ba-03.htm',USER='106200',CD='Oct 5 21:15 2012'
| CUSIP No G21107100 — 1 | Name of Reporting Persons KKR & Co. L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) AF | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 22,903,454 |
| 8 | Shared Voting Power 0 | |
| 9 | Sole Dispositive Power 22,903,454 | |
| 10 | Shared Dispositive Power 0 | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 22,903,454 | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13 | Percent of Class Represented by Amount in Row (11) 24.9% | |
| 14 | Type of Reporting Person (See Instructions) PN |
10
SEQ.=1,FOLIO='10',FILE='C:\JMS\106200\12-23127-1\task5587576\23127-1-ba-03.htm',USER='106200',CD='Oct 5 21:15 2012'
| CUSIP No G21107100 — 1 | Name of Reporting Persons KKR Management LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) AF | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 22,903,454 |
| 8 | Shared Voting Power 0 | |
| 9 | Sole Dispositive Power 22,903,454 | |
| 10 | Shared Dispositive Power 0 | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 22,903,454 | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13 | Percent of Class Represented by Amount in Row (11) 24.9% | |
| 14 | Type of Reporting Person (See Instructions) OO |
11
SEQ.=1,FOLIO='11',FILE='C:\JMS\106200\12-23127-1\task5587576\23127-1-ba-03.htm',USER='106200',CD='Oct 5 21:15 2012'
| CUSIP No G21107100 — 1 | Name of Reporting Persons Henry R. Kravis | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) AF | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
| 8 | Shared Voting Power 22,903,454 | |
| 9 | Sole Dispositive Power 0 | |
| 10 | Shared Dispositive Power 22,903,454 | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 22,903,454 | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13 | Percent of Class Represented by Amount in Row (11) 24.9% | |
| 14 | Type of Reporting Person (See Instructions) IN |
12
SEQ.=1,FOLIO='12',FILE='C:\JMS\106200\12-23127-1\task5587576\23127-1-ba-03.htm',USER='106200',CD='Oct 5 21:15 2012'
| CUSIP No G21107100 — 1 | Name of Reporting Persons George R. Roberts | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) AF | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
| 8 | Shared Voting Power 22,903,454 | |
| 9 | Sole Dispositive Power 0 | |
| 10 | Shared Dispositive Power 22,903,454 | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 22,903,454 | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13 | Percent of Class Represented by Amount in Row (11) 24.9% | |
| 14 | Type of Reporting Person (See Instructions) IN |
13
SEQ.=1,FOLIO='13',FILE='C:\JMS\106200\12-23127-1\task5587576\23127-1-ba-03.htm',USER='106200',CD='Oct 5 21:15 2012'
CUSIP No G21107100
*SCHEDULE 13D*
| Item 1. | Security and Issuer |
|---|---|
| The following constitutes Amendment No. 1 (the Amendment ) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the SEC ) by the undersigned on May 1, 2012 (the Original Schedule 13D ). This Amendment relates to the ordinary shares, par value US$0.0001 per share (the Ordinary Shares ), of China Cord Blood Corporation, a company with limited liability registered in Cayman Islands (the Issuer ). The address of the principal executive offices of the Issuer is Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands. Except as specifically amended by this Amendment, the Original Schedule 13D remains in full force and effect. Capitalized terms used but not defined in this Amendment have meanings provided in the Original Schedule 13D. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
| The information set forth in Item 6 of the Original Schedule 13D is hereby amended and supplemented by the following. Waiver and Consent Agreement . As described in the Form 6-K furnished by the Issuer to the SEC on September 18, 2012, the Issuer entered into a convertible note purchase agreement with Golden Meditech Holdings Limited ( GM ) regarding the proposed issuance and sale of senior unsecured convertible notes in the aggregate principal amount of US$50,000,000 (the GM Investment ). The GM Investment is subject, among other conditions, to the written consent of KKR Investor , as required pursuant to the Purchase Agreement and the Registration Rights Agreement entered into between KKR Investor and the Issuer on April 12, 2012 and April 27, 2012, and filed as exhibits to the Original Schedule 13D. Pursuant to a waiver and consent executed by KKR Investor and the Issuer on September 20, 2012, KKR Investor waived certain of its rights, and provided its consent under, the Purchase Agreement and the Registration Rights Agreement, to enable the Issuer and GM to consummate the GM Investment in compliance with the terms and conditions of the Purchase Agreement and the Registration Rights Agreement. | |
| Item 7. | Material to be Filed as Exhibits. |
| The information set forth in Item 7 of the Original Schedule 13D is hereby amended and supplemented by the following. | |
| Exhibit 14 | Waiver and Consent |
14
SEQ.=1,FOLIO='14',FILE='C:\JMS\105589\12-23127-1\task5588022\23127-1-ba-05.htm',USER='105589',CD='Oct 6 01:11 2012'
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule 13D is true, complete and correct.
Dated: October 5, 2012
| KKR CHINA HEALTHCARE INVESTMENT LIMITED | |
|---|---|
| By: | /s/ Richard J. Kreider |
| Richard J. Kreider, Attorney-in-fact for William J. Janetschek, | |
| Director | |
| KKR CHINA GROWTH FUND L.P. | |
| By: | KKR Associates China Growth L.P., |
| its General Partner | |
| By: | KKR China Growth Limited, |
| its General Partner | |
| By: | /s/ Richard J. Kreider |
| Richard J. Kreider, Attorney-in-fact for William J. Janetschek, | |
| Director | |
| KKR ASSOCIATES CHINA GROWTH L.P. | |
| By: | KKR China Growth Limited, |
| its General Partner | |
| By: | /s/ Richard J. Kreider |
| Richard J. Kreider, Attorney-in-fact for William J. Janetschek, | |
| Director | |
| KKR CHINA GROWTH LIMITED | |
| By: | /s/ Richard J. Kreider |
| Richard J. Kreider, Attorney-in-fact for William J. Janetschek, | |
| Director |
Signature page
15
SEQ.=1,FOLIO='15',FILE='C:\JMS\105589\12-23127-1\task5588022\23127-1-ba-05.htm',USER='105589',CD='Oct 6 01:11 2012'
| KKR FUND HOLDINGS L.P. | |
|---|---|
| By: | KKR Fund Holdings GP Limited, |
| its General Partner | |
| By: | /s/ Richard J. Kreider |
| Richard J. Kreider, Attorney-in-fact for William J. Janetschek, | |
| Director | |
| KKR FUND HOLDINGS L.P. | |
| By: | KKR Fund Holdings GP Limited, |
| its General Partner | |
| By: | /s/ Richard J. Kreider |
| Richard J. Kreider, Attorney-in-fact for William J. Janetschek, | |
| Director | |
| KKR FUND HOLDINGS GP LIMITED | |
| By: | /s/ Richard J. Kreider |
| Richard J. Kreider, Attorney-in-fact for William J. Janetschek, | |
| Director | |
| KKR GROUP HOLDINGS L.P. | |
| By: | KKR Group Limited, |
| its General Partner | |
| By: | /s/ Richard J. Kreider |
| Richard J. Kreider, Attorney-in-fact for William J. Janetschek, | |
| Director | |
| KKR GROUP LIMITED | |
| By: | /s/ Richard J. Kreider |
| Richard J. Kreider, Attorney-in-fact for William J. Janetschek, | |
| Director |
Signature page
16
SEQ.=1,FOLIO='16',FILE='C:\JMS\105589\12-23127-1\task5588022\23127-1-ba-05.htm',USER='105589',CD='Oct 6 01:11 2012'
| KKR & CO. L.P. | |
|---|---|
| By: | KKR Management LLC, |
| its General Partner | |
| By: | /s/ Richard J. Kreider |
| Richard J. Kreider, Attorney-in-fact for William J. Janetschek, | |
| Chief Financial Officer | |
| KKR MANAGEMENT LLC | |
| By: | /s/ Richard J. Kreider |
| Richard J. Kreider, Attorney-in-fact for William J. Janetschek, | |
| Chief Financial Officer | |
| HENRY R. KRAVIS | |
| By: | /s/ Richard J. Kreider |
| Richard J. Kreider, Attorney-in-fact for Henry R. Kravis | |
| GEORGE R. ROBERTS | |
| By: | /s/ Richard J. Kreider |
| Richard J. Kreider, Attorney-in-fact for George R. Roberts |
Signature page
17
SEQ.=1,FOLIO='17',FILE='C:\JMS\105589\12-23127-1\task5588022\23127-1-ba-05.htm',USER='105589',CD='Oct 6 01:11 2012'
EXHIBIT INDEX
Exhibit 14 Waiver and Consent
18
SEQ.=1,FOLIO='18',FILE='C:\JMS\105835\12-23127-1\task5587573\23127-1-ba-07.htm',USER='105835',CD='Oct 5 21:15 2012'