UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___ )*
Vestcom International, Inc.
-------------------------------------
(Name of Issuer)
Common Stock, no par value
-------------------------------------
(Title of Class of Securities)
92490410-5
-------------------------------------
(CUSIP Number)
April 3, 1998
-------------------------------------
(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
disclosures provided in a prior cover page.
The information required on 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).
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CUSIP No. 92490410-5 13G Page 2 of 6 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brookside Capital Partners Fund, L.P.
EIN No.: 04-3313066
(a) [ ]
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. SOLE VOTING POWER
NUMBER OF 781,000 shares
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY ----
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 781,000 shares
WITH
8. SHARED DISPOSITIVE POWER
----
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
781,000 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.25%
12. TYPE OF REPORTING PERSON*
PN
Page 2 of 6
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Item 1(a) NAME OF ISSUER
The name of the issuer to which this filing on Schedule 13G relates is
Vestcom International, Inc. (the "Company").
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
The principal executive offices of the Company are located at 1100 Valley
Brook Avenue, Lyndhurst, New Jersey 07071.
Item 2(a) NAME OF PERSON FILING
This Statement is being filed on behalf of Brookside Capital Partners
Fund, L.P. (the "Brookside Fund"). Brookside Capital Investors, L.P., a
Delaware limited partnership ("Brookside Investors"), is the sole general
partner of the Brookside Fund. Brookside Capital Investors, Inc., a Delaware
corporation ("Brookside Inc."), is the sole general partner of Brookside
Investors.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
The principal business address of each of the Brookside Fund, Brookside
Investors and Brookside Inc. is Two Copley Place, Boston, Massachusetts 02116.
Item 2(c) CITIZENSHIP
Each of the Brookside Fund, Brookside Investors and Brookside Inc. is
organized under the laws of the State of Delaware.
Item 2(d) TITLE OF CLASS OF SECURITIES
The class of equity securities of the Company to which this filing on
Schedule 13G relates is Common Stock, no par value.
Item 2(e) CUSIP NUMBER
The CUSIP number of the Company's Common Stock is 92490410-5.
Item 3 IF THIS STATEMENT IS FILED PURSUANT TO SS.SS. 240.13D-1(B) OR
40.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable.
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C.78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.73c).
(c) [ ] Insurance company as defined in SS. 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with Section
13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with
SS. 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with
SS. 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] 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).
(j) [ ] Group, in accordance with SS. 240.13d-1(b)(1)(ii)(J).
Page 3 of 6
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[x] IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(C), CHECK THIS
BOX.
Item 4 OWNERSHIP
Item 4(a) AMOUNT BENEFICIALLY OWNED
The Brookside Fund owns all 781,000 shares of the Common Stock
outstanding of the Company. The Brookside Fund has the sole power to vote and
dispose of the Common Stock. The Brookside Fund acts by and through its general
partner, Brookside Investors. Brookside Investors acts by and through its
general partner, Brookside Inc. Mr. W. Mitt Romney is the sole shareholder,
sole director, President and Chief Executive Officer of Brookside Inc. and thus
is the controlling person of Brookside Inc. No person other than the
respective owner referred to herein of shares of Common Stock is known to
have the right to receive or the power to direct the receipt of dividends
from or the proceeds from the sale of such shares of Common Stock.
Item 4(b) PERCENT OF CLASS
The Brookside Fund owns 9.25% of shares of the Common Stock outstanding
of the Company. The aggregate percentage of shares of Common Stock reported
owned by the Brookside Fund is based upon 8,438,811 shares outstanding, which is
the total number of shares of Common Stock outstanding as of March 1, 1998 based
on representations made in the Company's Annual Report on Form 10-K filed with
the Securities and Exchange Commission on March 31, 1998.
Item 4(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote:
781,000 shares
(ii) shared power to vote or to direct the vote:
--
(iii) sole power to dispose or to direct the disposition of:
781,000 shares
(iv) shared power to dispose or to direct the disposition
of:
--
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable.
Page 4 of 6
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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
Not Applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
Page 5 of 6
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Item 10. CERTIFICATION
By signing below, the undersigned certifies that, to the best of its
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.
BROOKSIDE CAPITAL PARTNERS FUND, L.P.
By: Brookside Capital Investors, L.P.
By: Brookside Capital Investors, Inc.
By:/s/ ROY EDGAR BRAKEMAN, III
--------------------------------
Name: Roy Edgar Brakeman, III
Title: Managing Director
Dated: April 13, 1998
Page 6 of 6
