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CUSIP 981579105
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Page 1 of 7 Pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Worldspace, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
981579105
(CUSIP
Number)
January 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:
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1
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The remainder of this cover page shall be filled out for a 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.
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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 (the “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
).
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CUSIP 981579105
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Page 2 of 7 Pages
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Natixis Asset Management Advisors, L.P. 04-3274056
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b)
¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5. Sole Voting Power
2,461,165
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6. Shared Voting Power
0
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7. Sole Dispositive Power
2,461,165
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8. Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,461,165 shares
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
Not Applicable
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11.
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Percent of Class Represented by Amount in Row (9)
5.8%
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12.
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Type of Reporting Person (See Instructions)
IA
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CUSIP 981579105
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Page 3 of 7 Pages
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Natixis Distribution Corporation 04-3200028
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5. Sole Voting Power
2,461,165
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6. Shared Voting Power
0
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7. Sole Dispositive Power
2,461,165
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8. Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,461,165 shares
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
Not Applicable
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11.
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Percent of Class Represented by Amount in Row (9)
5.8%
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12.
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Type of Reporting Person (See Instructions)
HC
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CUSIP 981579105
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Page 4 of 7 Pages
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Item 1(a).
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Name of Issuer
: Worldspace, Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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8515 Georgia Avenue
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Item 2(a).
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Name of Person(s) Filing:
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Natixis Asset Management Advisors, L.P. (“Natixis Advisors”)
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Natixis Distribution Corporation (“General Partner”)
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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Both Natixis Advisors and the General Partner maintain their principal offices at:
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Natixis Advisors is a Delaware limited partnership.
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The General Partner is a Delaware corporation.
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Item 2(d).
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Title of Class of Securities:
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Common Stock
981579105
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Item 3.
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If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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x
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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x
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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CUSIP 981579105
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Page 5 of 7 Pages
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3);
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(j)
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¨
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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By reason of investment advisory relationships with the person
who owns the Shares, Natixis Advisors may be deemed to be the beneficial owner of the reported shares of the Issuer’s common stock. Natixis Distribution Corporation, as General Partner of Natixis Advisors, may be deemed the indirect beneficial
owner of the reported shares of the Issuer’s common stock. Both Natixis Advisors and Natixis Distribution Corporation disclaim beneficial ownership of the reported shares of the Issuer’s common stock.
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(a)
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Amount beneficially owned: 2,461,165
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(b)
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Percent of class: 5.8%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 2,461,165
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 2,461,165
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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Item 5.
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Ownership of Five Percent or Less of a Class:
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If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5% of the class of securities, check the following: [
]
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Various
persons, as investment advisory clients of Natixis Advisors have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock of the Issuer. To the knowledge of Natixis Advisors no one
such person’s interest in the common stock of the Issuer is more than five percent of the total outstanding common stock of the Issuer.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
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Not Applicable
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CUSIP 981579105
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Page 6 of 7 Pages
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Item 8.
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Identification and Classification of Members of the Group:
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Not Applicable
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Item 9.
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Notice of Dissolution of Group:
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Not Applicable
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Item 10. Certification:
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Each of the Reporting Persons hereby makes the following certification:
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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.
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
EXECUTED as a sealed instrument this 22nd day of February, 2008.
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Natixis Asset Management Advisors, L.P.
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By:
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/s/ Coleen Downs Dinneen
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By:
Its:
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Coleen Downs Dinneen
SVP, General Counsel, Secretary
and Clerk
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Natixis Distribution Corporation
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By:
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/s/ Coleen Downs Dinneen
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By:
Its:
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Coleen Downs Dinneen
SVP, General Counsel, Secretary
and Clerk
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CUSIP 981579105
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Page 7 of 7 Pages
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Exhibit 1
AGREEMENT
Each of the undersigned, pursuant to Rule 13d-1(k)(l) under the Securities Exchange Act of 1934,
as amended, hereby agrees that only one statement containing the information required by Schedule 13G needs be filed with respect to the ownership by each of the undersigned of the shares of common stock of Worldspace, Inc. that the Schedule 13G to
which this Agreement is appended as
Exhibit 1
is to be filed with the Securities and Exchange Commission on behalf of each of the undersigned on or about the date hereof.
EXECUTED as a sealed instrument this 22nd day of February, 2007.
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Natixis Asset Management Advisors, L.P.
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By:
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/s/ Coleen Downs Dinneen
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By:
Its:
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Coleen Downs Dinneen
SVP, General Counsel, Secretary
and Clerk
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Natixis Distribution Corporation
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By:
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/s/ Coleen Downs Dinneen
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By:
Its:
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Coleen Downs Dinneen
SVP, General Counsel, Secretary
and Clerk
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