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| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/31/2006 |
3. Issuer Name and Ticker or Trading Symbol
Koppers Holdings Inc. [ KOP ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common stock, par value $0.01 per share | 7,423,341 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| Remarks: |
| Exhibit List - Exhibit 24 - Power of Attorney |
| /s/ Christian L. Oberbeck, Managing Director | 01/26/2006 | |
| ** 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 5 (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. | ||
Exhibit
24
POWER
OF ATTORNEY
The
undersigned does hereby constitute and appoint each of Steven R. Lacy and Brian
H. McCurrie as the true and lawful attorney-in-fact and agent of the
undersigned, and authorizes and designates each of the foregoing
attorneys-in-fact to sign on behalf of the undersigned, and to file filings
and
any amendments thereto, with the Securities and Exchange Commission, made by
or
on behalf of the undersigned in respect of (i) the beneficial ownership of
equity securities of Koppers Holdings Inc. held by the undersigned, directly,
indirectly or beneficially, pursuant to Sections 13(d), 13(g) and 16 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules
and regulations thereunder and (ii) the disposition of equity securities of
Koppers Holdings Inc. held by the undersigned, directly, indirectly or
beneficially, in accordance with Rule 144 of the Securities Act of 1933, as
amended (the “Securities Act”), and the rules and regulations thereunder,
including the filing of any Form 144 pursuant to the Securities Act. The
undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary
or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-facts substitute or substitutes, shall lawfully do or cause to
be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact,
in
serving in such capacity at the request of each of the undersigned, are not
assuming any of the undersigned’s responsibilities to comply with Sections
13(d), 13(g) or 16 of the Exchange Act or Rule 144 of the Securities
Act.
This
Power of Attorney shall remain in full force and effect until withdrawn by
the
undersigned in a signed writing delivered to each of the foregoing
attorneys-in-fact.
IN
WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney
to be
executed as of this 26th day of January, 2006.
SARATOGA
PARTNERS III, L.P.
By: /s/
Christian L. Oberbeck
Name:
Christian
L. Oberbeck
Title: Managing
Director