| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ALDERWOODS GROUP INC [ AWGI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/11/2003 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 12 1/4% Convertible Debentures | 17.17 | 06/11/2003 | S | 1,437,332(1) | 01/16/2002 | 01/02/2012 | Common Stock, par value $.01 per share | 1,437,332 | $98.5 | 0 | I | These securities were held for the accounts of certain private investment funds.(2)(3) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On June 11, 2003, all of the Issuer's 12 1/4% Convertible Subordinated Notes due 2012 in the aggregate principal amount of $24,700,000 (the "Debentures") that may be deemed to be beneficially owned by the Reporting Persons were sold in the open market for $98.50 per Debenture. The Debentures were convertible into 1,437,332 shares of the Issuer's common stock, par value $.01 per share ("Shares"), at an initial conversion price equal to $17.17 per Share, subject to adjustment. |
| 2. The Debentures were held for the accounts of four private investment funds for which Angelo, Gordon acts as general partner and/or investment manager. AG Partners, L.P., a Delaware limited partnership ("AG Partners"), is the sole general partner of Angelo, Gordon. Mr. John M. Angelo is the chief executive officer of Angelo, Gordon and Mr. Michael L. Gordon is the chief operating officer of Angelo, Gordon. Mr. Angelo and Mr. Gordon are the co-general partners of AG Partners. |
| 3. The filing of this statement shall not be deemed an admission that the Reporting Persons are the beneficial owners of any securities not held directly for his/her/its account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. |
| Michael L. Gordon, General Partner of AG Partners, L.P., the General Partner of Angelo, Gordon & Co., L.P. | 06/17/2003 | |
| Michael L. Gordon | 06/17/2003 | |
| John M. Angelo | 06/17/2003 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||