UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No. 2
Pzena Investment Management Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
74731Q103
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 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 ("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. 74731Q103
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Brahman Capital Corp.
2. Check the Appropriate Box if a Member Of a Group (See Instructions)
[X] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 0.00%
12. Type of Reporting Person (See Instructions) CO
CUSIP No. 74731Q103
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Brahman Management, L.L.C.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[X] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 0.00%
12. Type of Reporting Person (See Instructions) OO
CUSIP No. 74731Q103
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Peter A. Hochfelder
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[X] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 0.00%
12. Type of Reporting Person (See Instructions) IN
CUSIP No. 74731Q103
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Robert J. Sobel
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[X] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 0.00%
12. Type of Reporting Person (See Instructions) IN
CUSIP No. 74731Q103
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Mitchell A. Kuflik
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[X] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 0.00%
12. Type of Reporting Person (See Instructions) IN
Item 1. (a) Issuer: Pzena Investment Management Inc.
Address:
120 West 45th Street
20th Floor
New York, New York 10036
Item 2. (a) Name of Person Filing:
Brahman Capital Corp.
Brahman Management, L.L.C.
Peter A. Hochfelder
Robert J. Sobel
Mitchell A. Kuflik
(b) Address of Principal Business Offices:
655 Third Avenue
11th Floor
New York, New York 10017
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each filing person
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number: 74731Q103
Item 3. Not Applicable
Item 4. Ownership
Please see Items 5 - 9 and 11 on each cover sheet for each filing
separately
Item 5. Ownership of Five Percent or Less of a Class
X
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Please see Joint Filing Statement
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held in the ordinary
course of business and 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.
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: February 17, 2009
Brahman Capital Corp.
By: /s/ Peter A. Hochfelder
--------------------------
Name: Peter A. Hochfelder
Title: President
Brahman Management, L.L.C.
By: /s/ Peter A. Hochfelder
--------------------------
Name: Peter A. Hochfelder
Title: Managing Member
By: /s/ Peter A. Hochfelder
--------------------------
Name: Peter A. Hochfelder
By: /s/ Robert J. Sobel
--------------------------
Name: Robert J. Sobel
By: /s/ Mitchell A. Kuflik
--------------------------
Name: Mitchell A. Kuflik
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on this Schedule 13G/A,
dated February 17, 2009, (the "Schedule 13G/A"), with respect to the Class
A Common Stock, par value $0.01 per share, of Pzena Investment
Management Inc. is filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities
and Exchange Act of 1934, as amended, and that this Agreement shall be
included as an Exhibit to this Schedule 13G/A. Each of the undersigned
agrees to be responsible for the timely filing of the Schedule 13G/A, and
for the completeness and accuracy of the information concerning itself
contained therein. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 17th day of February, 2009.
Brahman Capital Corp.
By: /s/ Peter A. Hochfelder
--------------------------
Name: Peter A. Hochfelder
Title: President
Brahman Management, L.L.C.
By: /s/ Peter A. Hochfelder
--------------------------
Name: Peter A. Hochfelder
Title: Managing Member
By: /s/ Peter A. Hochfelder
--------------------------
Name: Peter A. Hochfelder
By: /s/ Robert J. Sobel
--------------------------
Name: Robert J. Sobel
By: /s/ Mitchell A. Kuflik
--------------------------
Name: Mitchell A. Kuflik