0001174947-16-002445.txt : 20160412 0001174947-16-002445.hdr.sgml : 20160412 20160412170004 ACCESSION NUMBER: 0001174947-16-002445 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160412 DATE AS OF CHANGE: 20160412 GROUP MEMBERS: NITA BORICK MANAGEMENT TRUST, LOUIS L. BORICK FOUNDATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUPERIOR INDUSTRIES INTERNATIONAL INC CENTRAL INDEX KEY: 0000095552 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 952594729 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31345 FILM NUMBER: 161567728 BUSINESS ADDRESS: STREET 1: 26600 TELEGRAPH ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48033 BUSINESS PHONE: 248-352-7300 MAIL ADDRESS: STREET 1: 26600 TELEGRAPH ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48033 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BORICK STEVEN J CENTRAL INDEX KEY: 0001193964 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 2707 KIPLING ST. CITY: HOUSTON STATE: TX ZIP: 77098 SC 13D/A 1 sc13da-15817_sjb.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_______________

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 10)

 

 

 

Superior Industries international, inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
868168105
(CUSIP Number)

 

Steven J. Borick

2707 Kipling Street

Houston, Texas

77098

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

4/13/2016
(Date of Event Which Requires Filing of this Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨. 

 

CUSIP No. 251591103SCHEDULE 13DPage 2 of 8 Pages
 

 

1

NAME OF REPORTING PERSONS

 

Steven J. Borick

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

Not applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

100* (see Item 5)

8

SHARED VOTING POWER

2,148,100 (see Item 5)

9

SOLE DISPOSITIVE POWER

100* (see Item 5)

10

SHARED DISPOSITIVE POWER

2,148,100 (see Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,148,200* (see Item 5)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.5% (see Item 5)

 

14

TYPE OF REPORTING PERSON (See Instructions)

IND

         

 

 

CUSIP No. 251591103SCHEDULE 13DPage 3 of 8 Pages
 

1

NAME OF REPORTING PERSONS

 

The Louis L. Borick Foundation

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

Not applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

0 (see Item 5)

8

SHARED VOTING POWER

2,100,100 (see Item 5)

9

SOLE DISPOSITIVE POWER

0 (see Item 5)

10

SHARED DISPOSITIVE POWER

2,100,100 (see Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,100,100 (see Item 5)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.3% (see Item 5)

 

14

TYPE OF REPORTING PERSON (See Instructions)

OO

         

 

CUSIP No. 251591103SCHEDULE 13DPage 4 of 8 Pages
 
Item 1. Security and Issuer

 

The class of securities to which this Schedule 13D/A relates is the common stock, no par value (the "Common Stock"), of Superior Industries International, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's World Office Headquarters is 24800 Denso Drive, Suite 225, Southfield, Michigan 48033.

 

Item 2. Identity and Background.

 

This filing amends that certain Schedule 13D filed on June 7, 2012, as amended by that certain Schedule 13D Amendment No. 1 filed by the Reporting Persons on January 10, 2013 and that certain Schedule 13D Amendment No. 2 filed by the Reporting Persons on May 20, 2014 and that certain Schedule 13D Amendment No. 3 as filed by the Reporting Persons on July 18, 2014 and that certain Schedule 13D Amendment No. 4 as filed by the Reporting Persons on March 3, 2015 and that certain Schedule 13D Amendment No. 5 as filed by the Reporting Persons on April 23, 2015 and that certain Schedule 13D Amendment No. 6 as filed by the Reporting Persons on April 30, 2015 and that certain Schedule 13D Amendment No.7 as filed by the Reporting Persons on June 1,2015 and that certain Schedule 13D Amendment No. 8 as filed by the Reporting Persons on December 1, 2015 and that certain Schedule 13D Amendment No. 9 as filed by the Reporting persons on March 8, 2016. This Schedule 13D Amendment No. 10 (“Amendment No. 10”) is being filed by the following persons (each a “Reporting Person” and collectively, the “Reporting Persons”):

 

a.          Steven J. Borick is an investor. His business address is 2707 Kipling Street Houston, Texas 77098.

 

b.          The Louis L. Borick Foundation (the "Foundation") is a private Delaware foundation of which Mr. Borick is the president. Mr. Borick, Robert Borick and Linda Borick Davidson are the directors of the Foundation. The principal address of the Foundation is 2707 Kipling Street Houston, Texas 77098. Mr. Borick disclaims beneficial ownership of all shares owned by the Foundation.

 

c.          During the last five years, none of the Reporting Persons has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

d.          Mr. Borick is a citizen of the United States of America. The Foundation is a private foundation formed in Delaware.

 

Although this filing is being made jointly by the Reporting Persons pursuant to the Joint Filing Agreement filed herewith, each of the Reporting Persons expressly disaffirms membership in any group under Rule 13d-5 under the Securities Exchange Act of 1934, as amended, or otherwise.

 

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Not applicable.

 

CUSIP No. 251591103SCHEDULE 13DPage 5 of 8 Pages
 

 

Item 4. Purpose of Transaction.

Reporting sales.

 

Item 5. Interest in Securities of the Issuer.

 

(a)           On March 4, 2016, there were 25,436,582 shares of Common Stock outstanding (based on Form 10-K filed by the issuer with the SEC on March 10, 2016).

 

(b)           Ownership of Common Stock by the Reporting Persons is as follows:

 

(i) Mr. Borick holds 100 shares of Common Stock. Mr. Borick has sole voting and dispositive power over the Common Stock. In addition, Mr. Borick may be deemed to have shared voting and dispositive power with respect to: (a) 8,000 shares of Common Stock held by the Blake Mills Davidson Trust, of which Mr. Borick is the sole trustee and (b) 40,000 shares of Common Stock held by the Liatis Foundation, of which Mr. Borick is the President and a member of the board of directors.

 

(ii) 2,100,100 shares of Common Stock are held by the Foundation. Mr. Borick shares voting and dispositive power over the Common Stock held by the Foundation with Robert Borick and Linda Borick Davidson but disclaims beneficial ownership of all Common Stock held by the Foundation.

 

The voting and dispositive power of the Reporting Persons is summarized below:

 

  Steven J. Borick The  Foundation
Sole Voting and Dispositive Power 100 0
Shared Voting and Dispositive Power 2,148,200

2,100,100

 

 

     

 

(c)           The following list sets forth all transactions in the Issuer’s Common Stock conducted by the Reporting Persons preceding the filing of Amendment No. 10:

 

On March 14, 2016, the Foundation sold 17,200 shares of Common Stock in market transactions at an average price of $22.12 per share.

On March 16, 2016, the Foundation sold 22,800 shares of Common Stock in market transactions at an average price of $22.19 per share.

On March 17, 2016, the Foundation sold 60,000 shares of Common Stock in market transactions at an average price of $22.24 per share.

On March 18, 2016, the Foundation sold 50,000 shares of Common Stock in market transactions at an average price of $22.35 per share.

On March 23, 2016, the Foundation sold 11,000 shares of Common Stock in market transactions at an average price of $22.26 per share.

 

CUSIP No. 251591103SCHEDULE 13DPage 6 of 8 Pages
 

On March 29, 2016, the Foundation sold 39,000 shares of Common Stock in market transactions at an average price of $22.52 per share.

On April 11, 2016, the Foundation sold 50,000 shares of Common Stock in market transactions at an average price of $21.95 per share.

On April 12, 2016, the Foundation sold 50,000 shares of Common Stock in market transactions at an average price of $22.34 per share.

Item 7. Material to Be Filed as Exhibits.

 

Exhibit 1

Joint Filing Agreement, dated January 10, 2013, by and among Steven J. Borick, the Nita Borick Management Trust and the Louis L. Borick Foundation.

 

 

CUSIP No. 251591103SCHEDULE 13DPage 7 of 8 Pages
 

 

Signature

 

After reasonable inquiry and to the best of our knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  Date:  April 13, 2016
   
  STEVEN J. BORICK
   
   
  /s/ Steven J. Borick
   
   
   
 
   
  LOUIS L. BORICK FOUNDATION
   
   
  By:   /s/ Steven J. Borick
    Steven J. Borick, President and Director

 

 

 
 

 EX-1 2 ex1.htm EX-1

 

CUSIP No. 251591103SCHEDULE 13DPage 8 of 8 Pages
 

 

Exhibit 1

JOINT FILING AGREEMENT

 

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Amendment No. 1, and any subsequent amendments thereto, to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.

 

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of the 10th day of January 2013.

 

  STEVEN J. BORICK
     
     
  /s/ Steven J. Borick
     
     
 

THE NITA BORICK MANAGEMENT TRUST

 

 

 

  By: /s/  Steven J. Borick
  Name: Steven J. Borick
  Title: Trustee
     
 

THE LOUIS L. BORICK FOUNDATION

 

 

 

  By: /s/  Steven J. Borick
  Name: Steven J. Borick
  Title: President and Director