-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JUJj2hEilMAU92tNeUR6iv1wmfr/HVrURH5pseoKUBjVV+wSX1z27vKt+luHgmU9 bI0Hl3XNqW2iOEnr6z+S2Q== 0000902561-07-000031.txt : 20070213 0000902561-07-000031.hdr.sgml : 20070213 20070213151301 ACCESSION NUMBER: 0000902561-07-000031 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070213 DATE AS OF CHANGE: 20070213 GROUP MEMBERS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STERLING CHEMICALS INC CENTRAL INDEX KEY: 0001014669 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 760502785 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55441 FILM NUMBER: 07609210 BUSINESS ADDRESS: STREET 1: 333 CLAY STREET STREET 2: SUITE 3600 CITY: HOUSTON STATE: TX ZIP: 77002-4109 BUSINESS PHONE: 7136503700 MAIL ADDRESS: STREET 1: 333 CLAY STREET STREET 2: SUITE 3600 CITY: HOUSTON STATE: TX ZIP: 77002-4109 FORMER COMPANY: FORMER CONFORMED NAME: STX CHEMICALS CORP DATE OF NAME CHANGE: 19960516 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARINER INVESTMENT GROUP INC CENTRAL INDEX KEY: 0001096978 IRS NUMBER: 133698301 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 500 MAMARONECK AVENUE 4TH FLOOR STREET 2: 4TH FLOOR CITY: HARRISON STATE: NY ZIP: 10528 BUSINESS PHONE: 914-670-4300 MAIL ADDRESS: STREET 1: 500 MAMARONECK AVENUE 4TH FLOOR STREET 2: 4TH FLOOR CITY: HARRISON STATE: NY ZIP: 10528 SC 13G/A 1 formsc13ga_sterlingchem21207.htm STERLING CHEMICALS | AMENDMENT NO 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 2)*

 

 

Sterling Chemicals, Inc.

(Name of Issuer)

 

 

Common Stock and Warrants

(Title of Class of Securities)

 

 

859166100; 859166118

(CUSIP Number)

 

December 31, 2006

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

o Rule 13d-1(c)

o 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).

 

 

Page 1 of 6

 


SCHEDULE 13G/A

 

CUSIP No. 859166100; 859166118

1)

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Mariner Investment Group, Inc.

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   o

(b)   o

3)

SEC USE ONLY

4)

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

 

NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5)

SOLE VOTING POWER

275,242

6)

SHARED VOTING POWER

None

7)

SOLE DISPOSITIVE POWER

275,242

8)

SHARED DISPOSITIVE POWER

None

9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

275,242

10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o

11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.51%

12)

TYPE OF REPORTING PERSON

IA

 

Page 2 of 6

 


SCHEDULE 13G/A

 

 

Item 1(a). Name of Issuer:

 

Sterling Chemicals, Inc.

 

 

Item 1(b). Address of Issuer's Principal Executive Offices:

 

333 Clay Street, Suite 3600

Houston, Texas 77002

 

 

Item 2(a). Name of Person Filing:

 

Mariner Investment Group, Inc.

 

 

Item 2(b). Address of Principal Business Office or, if None, Residence:

 

500 Mamaroneck Avenue, 4th Floor

Harrison, New York 10528

 

 

Item 2(c). Citizenship:

New York

 

 

Item 2(d). Title of Class of Securities:

 

Common Stock

Warrants

 

 

Item 2(e). CUSIP Number:    859166100; 859166118

 

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

o

(a)

Broker or Dealer Registered Under Section 15 of the Act

o

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)

o

(c)

Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C.78c)

o

(d)

Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)

x

(e)

Investment Adviser in accordance with § 240.13d-1(b)(1)(ii)(E)

o

(f)

Employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F)

o

(g)

Parent Holding Company or control person in accordance with §240.13d-1(b)(ii)(G)

 

 

Page 3 of 6

 


SCHEDULE 13G/A

 

 

o

(h)

Savings Association as defined in §3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)

o

(i)

Church plan that is excluded from the definition of an investment company under §3(c)(15) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)

o

(j)

Group, in accordance with §240.13d-1(b)(ii)(J)

 

 

Item 4. Ownership.

 

(a) Amount beneficially owned:  275,242
(b) Percent of class:  9.51%
(c) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 275,242 (see note 1)
  (ii) Shared power to vote or to direct the vote: None
  (iii) Sole power to dispose or to direct the disposition of: 275,242 (see note 1)
  (iv) Shared power to dispose or to direct the disposition of: None

 

 

 

The aggregate number of shares to which this Schedule 13G relates is 275,242 shares which is comprised of 210,688 shares of common stock (cusip 859166100) and 64,554 warrants (cusip 859166118), representing 9.51% of the 2,893,014 shares outstanding. This latter number is arrived at by adding the number of shares outstanding as reported in the issuer’s most recent 10-Q filing for the quarterly period ended 9/30/2006 (2,828,460) plus the warrants issued to the reporting person (64,554).

 

Note 1. Mariner, an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, furnishes investment advice to several investment companies exempt from the Investment Company Act of 1940, and serves as investment manager to certain other separate accounts. These investment companies and accounts are collectively referred to as the “Funds”. In its role as investment adviser or manager, Mariner possesses voting and/or investment power over securities of the Issuer described in this schedule that are owned by the Funds. Mariner disclaims beneficial ownership of such securities.

 

 

Item 5. Ownership of Five Percent or Less of a Class.

 

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 five percent of the class of securities, check the following o

 

 

Page 4 of 6

 


SCHEDULE 13G/A

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

All securities reported in this schedule are owned by advisory clients of Mariner Investment Group, Inc. (“Mariner”), no one of which to the knowledge of Mariner owns more than 5% of the class. Mariner disclaims beneficial ownership of all such securities.

 

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

 

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 are 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.

 

Page 5 of 6

 


SCHEDULE 13G/A

 

SIGNATURE

 

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

 

 February 9, 2007

 

 Date

 

 

 

 /s/ Russell A. Thompson

 

 Signature

 

 

 

 Russell A. Thompson

 

 Deputy General Counsel and
Chief Compliance Officer

 

 

 

 

 

 

Page 6 of 6

 

 

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