- Amended Statement of Beneficial Ownership (SC 13D/A)

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)*

COMSYS IT Partners, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

92330P10
(CUSIP Number)

Links Partners, L.P.
Inland Partners, L.P.
Coryton Management Ltd.
Arthur Coady
Elias Sabo
I. Joseph Massoud

(Name of Persons Filing)

Joseph Milana and Chrissie Neves		Joseph Milana and Chrissie Neves
Links Partners, L.P.		Inland Partners, L.P.
61 Wilton Avenue,		61 Wilton Avenue,
2nd Floor		2nd Floor
Westport, Connecticut 06880		Westport, Connecticut 06880
Telephone: [phone]		Telephone: [phone]

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

February 1, 2010
(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-l(f) or 240.13d-l(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 this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes)

(Continued on following pages)

 

 

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SCHEDULE 13D

CUSIP No.		92330P10

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Links Partners, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)    o
		(b)    þ
3		SEC USE ONLY
4		SOURCE OF FUNDS
		Not Applicable
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
		Bermuda
			7		SOLE VOTING POWER
NUMBER OF					0
SHARES			8		SHARED VOTING POWER
BENEFICIALLY
OWNED BY					587,759.38
EACH			9		SOLE DISPOSITIVE POWER
REPORTING
PERSON					0
WITH			10		SHARED DISPOSITIVE POWER
					587,759.38
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		587,759.38
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
		o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		3.0%
14		TYPE OF REPORTING PERSON
		PN

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SCHEDULE 13D

CUSIP No.		92330P10

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Inland Partners, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)    o
		(b)    þ
3		SEC USE ONLY
4		SOURCE OF FUNDS
		Not Applicable
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
		Bahamas
			7		SOLE VOTING POWER
NUMBER OF					0
SHARES			8		SHARED VOTING POWER
BENEFICIALLY
OWNED BY					559,877.98
EACH			9		SOLE DISPOSITIVE POWER
REPORTING
PERSON					0
WITH			10		SHARED DISPOSITIVE POWER
					559,877.98
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		559,877.98
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
		o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		2.8%
14		TYPE OF REPORTING PERSON
		PN

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SCHEDULE 13D

CUSIP No.		92330P10

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Coryton Management Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)    o
		(b)    þ
3		SEC USE ONLY
4		SOURCE OF FUNDS
		Not Applicable
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
		Bahamas
			7		SOLE VOTING POWER
NUMBER OF					0
SHARES			8		SHARED VOTING POWER
BENEFICIALLY
OWNED BY					1,147,637.36
EACH			9		SOLE DISPOSITIVE POWER
REPORTING
PERSON					0
WITH			10		SHARED DISPOSITIVE POWER
					1,147,637.36
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		1,147,637.36
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
		o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		5.9%
14		TYPE OF REPORTING PERSON
		CO, HC

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SCHEDULE 13D

CUSIP No.		92330P10

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Arthur Coady
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)    o
		(b)    þ
3		SEC USE ONLY
4		SOURCE OF FUNDS
		Not Applicable
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
		Canada
			7		SOLE VOTING POWER
NUMBER OF					0
SHARES			8		SHARED VOTING POWER
BENEFICIALLY
OWNED BY					1,147,637.36
EACH			9		SOLE DISPOSITIVE POWER
REPORTING
PERSON					0
WITH			10		SHARED DISPOSITIVE POWER
					1,147,637.36
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		1,147,637.36
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
		o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		5.9%
14		TYPE OF REPORTING PERSON
		IN

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SCHEDULE 13D

CUSIP No.		92330P10

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elias Sabo
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)    o
		(b)    þ
3		SEC USE ONLY
4		SOURCE OF FUNDS
		Not Applicable
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 of America
			7		SOLE VOTING POWER
NUMBER OF					0
SHARES			8		SHARED VOTING POWER
BENEFICIALLY
OWNED BY					1,147,637.36
EACH			9		SOLE DISPOSITIVE POWER
REPORTING
PERSON					0
WITH			10		SHARED DISPOSITIVE POWER
					1,147,637.36
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		1,147,637.36
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
		o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		5.9%
14		TYPE OF REPORTING PERSON
		IN

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SCHEDULE 13D

CUSIP No.		92330P10

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) I. Joseph Massoud
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)    o
		(b)    þ
3		SEC USE ONLY
4		SOURCE OF FUNDS
		Not Applicable
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 of America
			7		SOLE VOTING POWER
NUMBER OF					0
SHARES			8		SHARED VOTING POWER
BENEFICIALLY
OWNED BY					1,147,637.36
EACH			9		SOLE DISPOSITIVE POWER
REPORTING
PERSON					0
WITH			10		SHARED DISPOSITIVE POWER
					1,147,637.36
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		1,147,637.36
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
		o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		5.9%
14		TYPE OF REPORTING PERSON
		IN

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Introduction.

This Amendment No. 13 amends and supplements the Schedule 13D filed on April 5, 2002 (the “Initial Schedule 13D”), as amended and supplemented by Amendment No. 1 to Schedule 13D, filed on June 5, 2002 (“Amendment No. l”), Amendment No. 2 to Schedule 13D, filed on July 25, 2002 (“Amendment No. 2”), Amendment No. 3 to Schedule 13D, filed on July 31, 2002 (“Amendment No. 3”), Amendment No. 4 to Schedule 13D, filed on August 30, 2002 (“Amendment No. 4”), Amendment No. 5 to Schedule 13D, filed on November 20, 2002 (“Amendment No. 5”), Amendment No. 6 to Schedule 13D, filed on March 17, 2003 (“Amendment No. 6”), Amendment No. 7 to Schedule 13D, filed on April 16, 2003 (“Amendment No. 7”), Amendment No. 8 to Schedule 13D filed on September 30, 2003 (“Amendment No. 8”), Amendment No. 9 to Schedule 13D filed on July 20, 2004 (“Amendment No. 9”), Amendment No. 10 to Schedule 13D filed on November 3, 2004 (“Amendment No. 10”), Amendment No. 11 to Schedule 13D filed on August 18, 2005 (“Amendment No. 11”) and Amendment No. 12 to Schedule 13D filed on February 13, 2007 (“Amendment No. 12”). The Initial Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12 and Amendment No. 13 are collectively referred to herein as “Schedule 13D”.

Capitalized terms used and not defined in this Amendment No. 13 shall have the meanings set forth in Schedule 13D.

Schedule 13D was originally filed by (i) Credit Suisse First Boston, a Swiss bank, on behalf of itself and its subsidiaries to the extent that they constituted part of the investment banking business of the Credit Suisse First Boston business unit (“CSFB Business Unit”), in accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998); (ii) CSFB Global Opportunities Partners, L.P., a limited partnership organized under the laws of Delaware (“CSFB Partners (Delaware)”), CSFB Global Opportunities Partners (Bermuda), L.P., an exempted limited partnership organized under the laws of Bermuda (“CSFB Partners (Bermuda)”), Links Partners, L.P., a Bahamian exempted limited partnership (“Links”), and Inland Partners, L.P., a Bahamian exempted limited partnership (“Inland”), by virtue of their beneficial ownership of the 5-3/4% Convertible Subordinated Notes due July 2004 (the “Notes”) of Venturi Partners, Inc. (formerly known as Personnel Group of America, Inc.) (the “Issuer”), which were immediately convertible into shares of common stock, par value $0.01 per share, of the Issuer (the “Issuer Common Stock”), (iii) Hemisphere Global Opportunities Partners, Ltd., a Bermuda corporation (“Hemisphere Partners”), as general partner of CSFB Partners (Delaware) and CSFB Partners (Bermuda), (iv) Mutual Trust Management (Bermuda) Limited (formerly The Hemisphere Trust Company Limited), a Bermuda licensed trust company (“Mutual Trust”), the trustee of The Hemisphere Global Opportunities Partners Charitable Trust, as the sole shareholder of Hemisphere Partners, (v) Coryton Management Ltd., a Bahamian corporation (“Coryton”), as general partner of Links and Inland, (vi) Arthur Coady, as director and sole shareholder of Coryton and (vii) Elias Sabo and I. Joseph Massoud, as attorneys-in-fact for each of Links and Inland, who have investment authority over securities held by Links and Inland, with respect to the Common Stock.

Among other things, (i) Amendment No. 2 deleted Credit Swiss First Boston, on behalf of itself and its subsidiaries to the extent they constituted part of the CSFB Business Unit, as a Reporting Person, (ii) Amendment No. 3 added MatlinPatterson LLC (“MatlinPatterson”), MatlinPatterson Asset Management LLC (“Matlin Asset Management”) and MatlinPatterson Global Advisers LLC (“Matlin Advisers”) as Reporting Persons, and reflected the name changes of CSFB Partners (Delaware) and CSFB Partners (Bermuda) to MatlinPatterson Global Opportunities Partners L.P. (“Matlin Partners (Delaware)”) and MatlinPatterson Global Opportunities Partners (Bermuda) L.P. (“Matlin Partners (Bermuda)”), respectively, (iii) Amendment No. 4 deleted Hemisphere Partners and Mutual Trust as Reporting Persons and added MatlinPatterson Global Partners LLC (“Matlin Partners”) as a Reporting Person, (iv) Amendment No. 5 changed the address of the principal office and principal place of business for MatlinPatterson, Matlin Asset Management, Matlin Partners, Matlin Advisers and Matlin Partners (Delaware), disclosed the entering into of the Agreement in Principal to negotiate terms of the Proposed Restructuring and the entering into of the Purchase Option Agreement, disclosed various purchases of loans and loan commitments by the Reporting Persons, disclosed the intent of each of the Reporting Persons, and updated the interest in securities of the Issuer by the Reporting Persons, (v) Amendment No. 6 amended or corrected certain information that changed since the filing of Amendment No. 5 and disclosed the execution of the Restructuring Agreement among the Issuer, certain subsidiaries of the Issuer, certain creditors of the Issuer, and certain noteholders of the Issuer including Matlin Partners (Delaware), Inland and Links on March 14, 2003 which related to a proposed restructuring of the Issuer, (vi) Amendment No. 7 amended certain information that changed since the filing of Amendment No. 6, disclosed the changes in the holdings of debt by the Reporting Persons under the credit facility and the closing on April 14, 2003 of the Notes Exchange as described under the heading “The Notes Exchange” in Section D of Item 4 of Amendment

 

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No. 6 and the execution of the Second Amended and Restated Credit Agreement, including the related issuance to the Reporting Persons of common stock purchase warrant shares and other changes in lieu of consummating the Loan Exchange, (vii) Amendment No. 8 amended certain information that had changed since the filing of Amendment No. 7 and disclosed the conversion of the Preferred Stock into shares of Issuer Common Stock, (viii) Amendment No. 9 amended certain information that had changed since the filing of Amendment No. 8 and disclosed the termination of the Intercreditor Agreement, (ix) Amendment No. 10 amended certain information that had changed since the filing of Amendment No. 9, including the name change of the Issuer from Venturi Partners, Inc. to COMSYS IT Partners, Inc., and disclosed the entering into of the Amended and Restated Registration Rights Agreement and the Voting Agreement with the Issuer and certain other stockholders, (x) Amendment No. 11 amended certain information that had changed since the filing of Amendment No. 10 and disclosed the purchase of 100,000 shares of Issuer Common Stock from Michael T. Willis pursuant to the Letter Agreement, and (xi) Amendment No. 12 amended certain information that changed since the filing of Amendment No. 11.

This Amendment No. 13 is filed on behalf of (i) Links and Inland, by virtue of their beneficial ownership of shares of Issuer Common Stock and warrants to purchase shares of Issuer Common Stock, (ii) Coryton, as general partner of Links and Inland, (iii) Arthur Coady, as director and sole shareholder of Coryton and (iv) Elias Sabo and I. Joseph Massoud, as attorneys-in-fact for each of Links and Inland, who have investment authority over securities held by Links and Inland (Links, Inland, Coryton, Arthur Coady, Elias Sabo, and I. Joseph Massoud, collectively, the “Reporting Persons” and each a “Reporting Person”), for purposes of amending certain information that has changed since the filing of Amendment No. 12.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented by the following paragraphs:

On February 1, 2010, Links Partners, L.P. and Inland Partners, L.P. entered into a Tender and Voting Agreement with Manpower Inc. and the persons listed on Schedule 1 attached thereto.

Item 7. Materials to be Filed as Exhibits.

Item 7 of Schedule 13D is hereby amended by adding Exhibit 20 and replacing Exhibit 5.

Exhibit No.		Description
20		Tender and Voting Agreement, dated as of February 1, 2010, by and among Manpower Inc. and the persons listed on Schedule 1 attached thereto (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K filed by COMSYS IT Partners, Inc. on February 2, 2010).
5		Joint Filing Agreement, dated as of February 3, 2010, by and among Links Partners, L.P., Inland Partners, L.P., Coryton Management Ltd., Arthur Coady, Elias Sabo and I. Joseph Massoud.

 

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SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Amendment No. 13 is true, complete and correct.

February 3, 2010

	LINKS PARTNERS, L.P. By: Coryton Management Ltd., its general partner
	By:	/s/Arthur Coady
	Name:	Arthur Coady
	Title:	President
	INLAND PARTNERS, L.P. By: Coryton Management Ltd., its general partner
	By:	/s/Arthur Coady
	Name:	Arthur Coady
	Title:	President
	CORYTON MANAGEMENT LTD.
	By:	/s/Arthur Coady
	Name:	Arthur Coady
	Title:	President
	ARTHUR COADY
	By:	/s/Arthur Coady
	Name:	Arthur Coady
	ELIAS SABO
	By:	/s/Elias Sabo
	Name:	Elias Sabo
	I. JOSEPH MASSOUD
	By:	/s/I. Joseph Massoud
	Name:	I. Joseph Massoud

 

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EXHIBIT INDEX

Exhibit No.		Description
20		Tender and Voting Agreement, dated as of February 1, 2010, by and among Manpower Inc. and the persons listed on Schedule 1 attached thereto (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K filed by COMSYS IT Partners, Inc. on February 2, 2010).
5		Joint Filing Agreement, dated as of February 3, 2010, by and among Links Partners, L.P., Inland Partners, L.P., Coryton Management Ltd., Arthur Coady, Elias Sabo and I. Joseph Massoud.