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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
SERVICES ACQUISITION CORP. INTERNATIONAL
Common Stock, par value $.001 per share
817628209
June 30, 2005
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
þ Rule 13d-1 (c)
o Rule 13d-1 (d)
*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 the
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 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.
13G | ||||||
CUSIP No. 817628209 | ||||||
1. | Name of Reporting Person: Sapling, LLC |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: Delaware |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 0 | |||||
6. | Shared Voting
Power: 1,111,358 | |||||
7. | Sole Dispositive Power: 0 | |||||
8. | Shared Dispositive
Power: 1,111,358 | |||||
9. | Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,111,358 |
|||||
10. | Check if the Aggregate Amount in Row (9)
Excludes Certain Shares*: o |
|||||
11. | Percent of Class Represented by Amount in Row
(9): 5.3% | |||||
12. | Type of Reporting Person*: OO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
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13G | ||||||
CUSIP No. 817628209 | ||||||
1. | Name of Reporting Person: Fir Tree Recovery Master Fund, L.P. |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: Cayman Islands |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 0 | |||||
6. | Shared Voting
Power: 572,517 | |||||
7. | Sole Dispositive Power: 0 | |||||
8. | Shared Dispositive
Power: 572,517 | |||||
9. | Aggregate Amount Beneficially Owned by Each
Reporting Person: 572,517 |
|||||
10. | Check if the Aggregate Amount in Row (9)
Excludes Certain Shares*: o |
|||||
11. | Percent of Class Represented by Amount in Row
(9): 2.7% | |||||
12. | Type of Reporting Person*: PN | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
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SCHEDULE 13G
This Schedule 13G (the Schedule 13G) is being filed on behalf of Sapling, LLC, a Delaware limited liability company (Sapling), and Fir Tree Recovery Master Fund, L.P., a Cayman Islands exempted limited partnership (Fir Tree Recovery), relating to shares of common stock, $.001 par value (the Common Stock), of Services Acquisition Corp. International, a Delaware corporation (the Issuer), purchased by Sapling and Fir Tree Recovery. Fir Tree Value Master Fund, LP, a Cayman Islands exempted limited partnership (Fir Tree Master), is the sole member of Sapling. Fir Tree, Inc., a New York corporation, is the investment manager of both Sapling and Fir Tree Recovery.
Item 1(a)
|
Name of Issuer. | |
Services Acquisition Corp. International | ||
Item 1(b)
|
Address of Issuers Principal Executive Offices. | |
401 East Olas Boulevard, Suite 1140 | ||
Fort Lauderdale, Florida 33301 | ||
Item 2(a)
|
Name of Person Filing. | |
Sapling, LLC (Sapling) and Fir Tree Recovery Master Fund, L.P. (Fir Tree Recovery) | ||
Item 2(b)
|
Address of Principal Business Office. | |
535 Fifth Avenue | ||
31st Floor | ||
New York, New York 10017 | ||
Item 2(c)
|
Place of Organization. | |
Sapling is a Delaware limited liability company. Fir Tree Recovery is a Cayman Islands exempted limited partnership. | ||
Item 2(d)
|
Title of Class of Securities. | |
Common Stock, par value $.001 per share (the Common Stock). | ||
Item 2(e)
|
CUSIP Number. | |
817628209 |
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Item 3
|
Reporting Person. | |
The person filing is not listed in Items 3(a) through 3(j). | ||
Item 4
|
Ownership. |
(a) | As of the filing of this Schedule 13G, Sapling and Fir Tree Recovery have purchased 1,683,875 shares of Common Stock of the Issuer. | |||
(b) | Sapling and Fir Tree Recovery are the beneficial owners of 8.0% of the outstanding shares of Common Stock. This percentage is determined by dividing the number of shares beneficially held by 21,000,000, the number of shares of Common Stock issued and outstanding as of June 29, 2005, as reported in the Issuers Prospectus filed pursuant to Rule 424(b)(3) dated June 30, 2005. | |||
(c) | Sapling may direct the vote and disposition of the 1,111,358 shares of Common Stock. Fir Tree Recovery may direct the vote and disposition of 572,517 shares of Common Stock. |
Item 5
|
Ownership of Five Percent or Less of a Class. | |
Inapplicable. | ||
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person. | |
Fir Tree Master, as the sole member of Sapling, has the right to receive dividends from and the proceeds from the sale of the Common Stock. | ||
Item 7
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. | |
Inapplicable. | ||
Item 8
|
Identification and Classification of Members of the Group. | |
Inapplicable. | ||
Item 9
|
Notice of Dissolution of Group. | |
Inapplicable. | ||
Item 10
|
Certification. | |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
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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: July 12, 2005
SAPLING, LLC | ||||||
By: | FIR TREE, INC., its Manager | |||||
By: | /s/ Jeffrey Tannenbaum | |||||
Name: | Jeffrey Tannenbaum | |||||
Title: | President | |||||
FIR TREE RECOVERY MASTER FUND, L.P. | ||||||
By: | FIR TREE, INC., its Manager | |||||
By: | /s/ Jeffrey Tannenbaum | |||||
Name: | Jeffrey Tannenbaum | |||||
Title: | President |
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