0001193125-11-214339.txt : 20110808 0001193125-11-214339.hdr.sgml : 20110808 20110808164229 ACCESSION NUMBER: 0001193125-11-214339 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110808 DATE AS OF CHANGE: 20110808 GROUP MEMBERS: ERIC M. RUTTENBERG GROUP MEMBERS: TERENCE M. O'TOOLE GROUP MEMBERS: TINICUM CAPITAL PARTNERS II EXECUTIVE FUND L.L.C. GROUP MEMBERS: TINICUM CAPITAL PARTNERS II PARALLEL FUND, L.P. GROUP MEMBERS: TINICUM LANTERN II L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACCURIDE CORP CENTRAL INDEX KEY: 0000817979 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 611109077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61953 FILM NUMBER: 111017697 BUSINESS ADDRESS: STREET 1: ACCURIDE STREET 2: 7140 OFFICE CIRCLE CITY: EVANSVILLE STATE: IN ZIP: 47715 BUSINESS PHONE: 8129625000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TINICUM CAPITAL PARTNERS II, L.P. CENTRAL INDEX KEY: 0001285997 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 800 THIRD AVENUE STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-735-2116 MAIL ADDRESS: STREET 1: 800 THIRD AVENUE STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: TINICUM CAPITAL PARTNERS II LP DATE OF NAME CHANGE: 20040402 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 2 Schedule 13D Amendment No. 2

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

 

Accuride Corporation

(Name of Issuer)

 

 

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

00439T107

(CUSIP Number)

 

Eric M. Ruttenberg

Terence M. O’Toole

Tinicum Capital Partners II, L.P.

Tinicum Capital Partners II Parallel Fund, L.P.

Tinicum Capital Partners II Executive Fund L.L.C.

Tinicum Lantern II L.L.C.

c/o Tinicum Lantern II L.L.C.

800 Third Avenue

40th Floor

New York, NY 10022

212-446-9300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

July 20, 2011

(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.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*   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).

 

 

 

CUSIP No. 0439T107  

 

  1   

Names of Reporting Persons

 

Tinicum Capital Partners II, L.P.

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

    WC, OO (1)

  5  

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)    ¨

 

  6  

Citizenship or Place of Organization

 

    Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

      7    

Sole Voting Power

 

    -0-

     8   

Shared Voting Power

 

    2,755,832

     9   

Sole Dispositive Power

 

    -0-

   10   

Shared Dispositive Power

 

    2,755,832

11

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    2,755,832

12

  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨

 

13

  

Percent of Class Represented by Amount in Row (11)

 

    5.81% (2)

14

  

Type of Reporting Person (See Instructions)

 

    PN

 

(1) See item 3, below.
(2) This value is based on 47,286,769 shares, par value $0.01 (“Shares”), of common stock of Accuride Corporation (the “Issuer”) outstanding as disclosed in the Issuer’s Form 10-Q for the three month period ending June 30, 2011, filed with the Securities Exchange Commission (the “Commission”) on August 5, 2011, plus 172,267 Shares issuable upon the exercise of warrants beneficially owned by Tinicum Capital Partners II, L.P. (“TCP II”).

 

Page 1

CUSIP No. 0439T107  

 

  1   

Names of Reporting Persons

 

Tinicum Capital Partners II Parallel Fund, L.P.

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

    WC, OO (3)

  5  

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)    ¨

 

  6  

Citizenship or Place of Organization

 

    Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

      7    

Sole Voting Power

 

    -0-

     8   

Shared Voting Power

 

    14,296

     9   

Sole Dispositive Power

 

    -0-

   10   

Shared Dispositive Power

 

    14,296

11

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    14,296

12

  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨

 

13

  

Percent of Class Represented by Amount in Row (11)

 

    0.03% (4)

14

  

Type of Reporting Person (See Instructions)

 

    PN

 

(3) See item 3, below.
(4) This value is based on 47,286,769 Shares of common stock of the Issuer outstanding as disclosed in the Issuer’s Form 10-Q for the three month period ending June 30, 2011, filed with the Commission on August 5, 2011, plus 896 Shares issuable upon the exercise of warrants beneficially owned by Tinicum Capital Partners II Parallel Fund, L.P. (the “Parallel Fund”).

 

Page 2

CUSIP No. 0439T107  

 

  1   

Names of Reporting Persons

 

Tinicum Capital Partners II Executive Fund L.L.C.

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

    WC, OO (5)

  5  

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)    ¨

 

  6  

Citizenship or Place of Organization

 

    Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

      7    

Sole Voting Power

 

    -0-

     8   

Shared Voting Power

 

    7,765

     9   

Sole Dispositive Power

 

    -0-

   10   

Shared Dispositive Power

 

    7,765

11

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    7,765

12

  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨

 

13

  

Percent of Class Represented by Amount in Row (11)

 

    0.02% (6)

14

  

Type of Reporting Person (See Instructions)

 

    OO

 

(5) See item 3, below.
(6) This value is based on 47,286,769 Shares of common stock of the Issuer outstanding as disclosed in the Issuer’s Form 10-Q for the three month period ending June 30, 2011, filed with the Commission on August 5, 2011.

 

Page 3

CUSIP No. 00439T107  

 

  1   

Names of Reporting Persons

 

Tinicum Lantern II L.L.C.

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

    AF (7)

  5  

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)    ¨

 

  6  

Citizenship or Place of Organization

 

    Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

      7    

Sole Voting Power

 

    -0-

     8   

Shared Voting Power

 

    2,777,893

     9   

Sole Dispositive Power

 

    -0-

   10   

Shared Dispositive Power

 

    2,777,893

11

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    2,777,893

12

  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨

 

13

  

Percent of Class Represented by Amount in Row (11)

 

    5.85% (8)

14

  

Type of Reporting Person (See Instructions)

 

    OO

 

(7) See item 3, below.
(8) This value is based on 47,286,769 Shares of common stock of the Issuer outstanding as disclosed in the Issuer’s Form 10-Q for the three month period ending June 30, 2011, filed with the Commission on August 5, 2011, plus 173,163 Shares issuable upon the exercise of warrants beneficially owned by TCP II, the Parallel Fund and Tinicum Capital Partners II Executive Fund, L.P. (the “Executive Fund” and, together with TCP II and the Parallel Fund, the “Funds”).

 

Page 4

CUSIP No. 00439T107  

 

  1   

Names of Reporting Persons

 

Terence M. O’Toole

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

    AF (9)

  5  

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)    ¨

 

  6  

Citizenship or Place of Organization

 

    United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

      7    

Sole Voting Power

 

    -0-

     8   

Shared Voting Power

 

    2,777,893

     9   

Sole Dispositive Power

 

    -0-

   10   

Share Dispositive Power

 

    2,777,893

11

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    2,777,893

12

  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨

 

13

  

Percent of Class Represented by Amount in Row (11)

 

    5.85% (10)

14

  

Type of Reporting Person (See Instructions)

 

    IN

 

(9) See item 3, below.
(10) See footnote 8, above.

 

Page 5

CUSIP No. 00439T107  

 

  1   

Names of Reporting Persons

 

Eric M. Ruttenberg

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

    AF (11)

  5  

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)    ¨

 

  6  

Citizenship or Place of Organization

 

    United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

      7    

Sole Voting Power

 

    -0-

     8   

Shared Voting Power

 

    2,777,893

     9   

Sole Dispositive Power

 

    -0-

   10   

Share Dispositive Power

 

    2,777,893

11

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    2,777,893

12

  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨

 

13

  

Percent of Class Represented by Amount in Row (11)

 

    5.85% (12)

14

  

Type of Reporting Person (See Instructions)

 

    IN

 

(11) See item 3, below.
(12) See footnote 8, above.

 

Page 6

The Reporting Persons are filing this Amendment No. 2 (this “Amendment”) on Schedule 13D to amend the Schedule 13D filed on March 8, 2010 (as amended by Amendment No. 1, filed on December 3, 2010 (“Amendment No. 1”), and by this Amendment, the “13D Filing”). Capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed to such terms in the 13D Filing. Except as specifically amended and supplemented by Amendment No. 1 and this Amendment, the 13D Filing remains in full force and effect.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented by replacing the second to last paragraph thereof with the following:

On February 26, 2010, Robert J. Kelly, a member of Tinicum Lantern II L.L.C., the general partner of TCP II and Executive Vice President of Tinicum Incorporated (the management company of each of the Funds), was appointed to the board of directors of the Company. On July 20, 2011, Mr. Kelly advised the Company of his decision to resign his position as a director of the Company, effective July 29, 2011.

 

Page 7

SIGNATURES

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

Dated: August 5, 2011

 

TINICUM LANTERN II L.L.C.,
On its own behalf and as the General Partner of
       TINICUM CAPITAL PARTNERS II, L.P. and
       TINICUM CAPITAL PARTNERS II PARALLEL FUND, L.P.
and as the Managing Member of
       TINICUM CAPITAL PARTNERS II EXECUTIVE FUND L.L.C.

/s/ Eric M. Ruttenberg

By:  

Eric M. Ruttenberg,

  Managing Member

/s/ Terence M. O’Toole

TERENCE M. O’TOOLE

/s/ Eric M. Ruttenberg

ERIC M. RUTTENBERG
 EX-99.1 2 dex991.htm JOINT ACQUISITION STATEMENT Joint Acquisition Statement

Exhibit 1

to

Schedule 13D

JOINT ACQUISITION STATEMENT

Pursuant to Section 240.13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Dated: August 5, 2011

 

TINICUM LANTERN II L.L.C.,
On its own behalf and as the General Partner of
       TINICUM CAPITAL PARTNERS II, L.P. and
       TINICUM CAPITAL PARTNERS II PARALLEL FUND, L.P.
and as the Managing Member of
       TINICUM CAPITAL PARTNERS II EXECUTIVE FUND L.L.C.

/s/ Eric M. Ruttenberg

By:  

Eric M. Ruttenberg,

  Managing Member

/s/ Terence M. O’Toole

TERENCE M. O’TOOLE

/s/ Eric M. Ruttenberg

ERIC M. RUTTENBERG