-----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, JK9bVB4q8lNUkgU2iMHnCrGs+kUXKHy8ZmA38Q1UDAEFbyonxuDWOcWBnyavBWb8 nfUQ+2IrubrrfBD5USEk7Q== 0001341004-07-001422.txt : 20070501 0001341004-07-001422.hdr.sgml : 20070501 20070501154704 ACCESSION NUMBER: 0001341004-07-001422 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070501 DATE AS OF CHANGE: 20070501 GROUP MEMBERS: TINICUM CAPITAL PARTNERS II PARALLEL FUND, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TINICUM CAPITAL PARTNERS II LP CENTRAL INDEX KEY: 0001285997 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 800 THIRD AVENUE STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BREEZE-EASTERN CORP CENTRAL INDEX KEY: 0000099359 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 954062211 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38259 FILM NUMBER: 07805907 BUSINESS ADDRESS: STREET 1: 700 LIBERTY AVENUE CITY: UNION STATE: NJ ZIP: 07083 BUSINESS PHONE: 908-688-2440 MAIL ADDRESS: STREET 1: 700 LIBERTY AVENUE CITY: UNION STATE: NJ ZIP: 07083 FORMER COMPANY: FORMER CONFORMED NAME: TRANSTECHNOLOGY CORP. DATE OF NAME CHANGE: 20061006 FORMER COMPANY: FORMER CONFORMED NAME: BREEZE-EASTERN CORP DATE OF NAME CHANGE: 20061005 FORMER COMPANY: FORMER CONFORMED NAME: TRANSTECHNOLOGY CORP DATE OF NAME CHANGE: 19920703 SC 13D/A 1 becsc13da1.txt AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 1) BREEZE-EASTERN CORPORATION ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, par value $0.01 per share ------------------------------------------------------------------------------ (Title of Class of Securities) 106764103 ------------------------------------------------------------------------------ (CUSIP Number) Eric M. Ruttenberg Tinicum Capital Partners II, L.P. Tinicum Capital Partners II Parallel Fund, L.P. c/o Tinicum Lantern II L.L.C. 800 Third Avenue 40th Floor New York, NY 10022 212-446-9300 (phone) -------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 30, 2007 --------------- (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 ss.240.13d-1(e), ss.240.13d-1(f) or ss.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 ss.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). SCHEDULE 13D CUSIP No. 106764103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) 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 (see Item 3) - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Sole Voting Power Shares 0 Number of Shares Beneficially Owned ----------------------------------------------------------- by Each Reporting 8. Shared Voting Power 1,720,919 (see Item 5)* Persons With ----------------------------------------------------------- 9. Sole Dispositive Power 0 ----------------------------------------------------------- 10. Shared Dispositive Power 1,720,919(see Item 5)* - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,720,919 (See Item 5)* - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 18.6% (see Item 5) - -------------------------------------------------------------------------------- 14. Type of Reporting Person. PN - -------------------------------------------------------------------------------- * Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934 (the "Act"), the Reporting Person disclaims beneficial ownership of such Shares, and this Statement on Schedule 13D (this "Statement") shall not be construed as an admission that the Reporting Person is the beneficial owner of any securities covered by this Statement. SCHEDULE 13D CUSIP No. 106764103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) 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 (see Item 3) - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Sole Voting Power Shares 0 Number of Shares Beneficially Owned ----------------------------------------------------------- by Each Reporting 8. Shared Voting Power 9,048 (see Item 5)* Persons With ----------------------------------------------------------- 9. Sole Dispositive Power 0 ----------------------------------------------------------- 10. Shared Dispositive Power 9,048(see Item 5)* - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,048 (See Item 5)* - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) Less than 1.0% (see Item 5) - -------------------------------------------------------------------------------- 14. Type of Reporting Person. PN - -------------------------------------------------------------------------------- * Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934 (the "Act"), the Reporting Person disclaims beneficial ownership of such Shares, and this Statement on Schedule 13D (this "Statement") shall not be construed as an admission that the Reporting Person is the beneficial owner of any securities covered by this Statement. SCHEDULE 13D This Amendment No. 1 (this "Amendment") amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on February 17, 2006 (the "Schedule 13D") by Tinicum Capital Partners II, L.P., a Delaware limited partnership ("TCP"), and Tinicum Capital Partners II Parallel Fund, L.P., a Delaware limited partnership ("TCPP" and together with TCP the "Reporting Persons") with respect to the Common Stock, par value $0.01 per share (the "Common Stock") of Breeze-Eastern Corporation, formerly TransTechnology Corporation, a Delaware corporation (the "Company"). The address of the principal executive offices of the Company is 700 Liberty Avenue, Union, New Jersey, 07083. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remain unchanged. Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Schedule 13D. Item 4. Purpose of Transaction On April 30, 2007, the Reporting Persons entered into an amendment agreement (the "Amendment Agreement"), a copy of which is attached hereto as Exhibit A and incorporated herein by reference, which amended certain provisions of the Amended and Restated Confidentiality Agreement, dated as of February 17, 2006, by and among the Company, TCP and TCPP, and the Stockholders Agreement, dated as of February 15, 2006, by and among TCP, TCPP and the Company. The Amendment Agreement relieved the Reporting Persons of certain contractual restrictions set forth in the Amended and Restated Confidentiality Agreement and Stockholders Agreement so that they would have sufficient rights as stockholders to act as they believed appropriate in connection with matters of significance regarding the Company or that may come before the stockholders of the Company. The restrictions that were lifted by the Amendment Agreement include, among others, (i) the restrictions on the manner of voting the Company Common Stock beneficially owned by the Reporting Persons, (ii) the restrictions prohibiting the Reporting Persons from engaging in a solicitation of proxies, (iii) the prohibitions on forming or joining a group with unaffiliated third parties, or otherwise acting in concert with any person, with respect to the Company and its securities and (iv) the restrictions on entering into discussions or arrangements with third parties with respect to the foregoing. The Reporting Persons have engaged in, and intend to continue to engage in, discussions with third parties regarding the Company, including representatives of the Wynnefield group (which filed a Schedule 13D/A relating to the Company with the Securities and Exchange Commission on April 18, 2007 ) and other significant stockholders of the Company. Such discussions include, among other things, the Reporting Persons' view that, at the current time, it would be desirable and in the best interests of the stockholders of the Company to avoid, if possible, a costly and disruptive proxy contest at the Company's upcoming annual meeting of stockholders, including by means of proposing an agreed upon slate of directors at the meeting. The Reporting Persons may engage in discussions with the Company's management or board of directors, other shareholders and other relevant parties concerning the business, operations, board composition, management, strategy and the future plans of the Company. Depending on various factors, including, without limitation, the Company's financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the Company's board of directors or third parties, specifically the Wynnefield group, price levels of the shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future, from time to time, take such actions with respect to their investment in the Company as they deem appropriate. The Reporting Persons also intend to review their investment in the Company on a continuing basis and may in the future, from time to time, take such other actions with respect to their investment in the Company as they deem appropriate, including, without limitation, purchasing additional shares or selling some or all of their shares and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of this Amendment. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The modifications to the Amended and Restated Confidentiality Agreement and Stockholders Agreement discussed in Item 4 of this Amendment eliminated certain restrictions on the Reporting Persons disclosed in the Schedule 13D. Item 7. Exhibits Exhibit A: Amendment Agreement, dated as of April 25, 2007, by and among TCP, TCPP and the Company. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: May 1, 2007 TINICUM CAPITAL PARTNERS II, L.P. By: TINICUM LANTERN, L.L.C. Its: General Partner By: /s/ Eric Ruttenberg -------------------------------- Name: Eric Ruttenberg Title: Co-Managing Member TINICUM CAPITAL PARTNERS II PARALLEL FUND, L.P. By: TINICUM LANTERN, L.L.C. Its: General Partner By: /s/ Eric Ruttenberg -------------------------------- Name: Eric Ruttenberg Title: Co-Managing Member EX-99 2 becexa.txt EXHIBIT A - AMENDMENT AGREEMENT EXHIBIT A AMENDMENT AGREEMENT This Amendment Agreement, dated as of April 25, 2007, amends (i) that certain Amended and Restated Confidentiality Agreement (the "CA"), dated as of February 17, 2006, by and among Breeze-Eastern Corporation (f/k/a/ TransTechnology Corporation) (the "Company), Tinicum Capital Partners, II, L.P, Tinicum Capital Partners Parallel Fund II, L.P. and Tinicum, Inc. (collectively, "Tinicum") and (ii) that certain Stock Purchase Agreement (the "SPA") by and among the Company and Tinicum, dated as of February 15, 2006. RECITALS: WHEREAS, certain stockholders of the Company (the "Group") filed on April 2, 2007, as a group, a Schedule 13-D with the Securities and Exchange Commission ("SEC") disclosing, among other things, the agreement of the members of the Group to act in concert regarding the voting of the shares of common stock of the Company (the "Shares") beneficially owned by them for the election of a proposed slate of directors at the 2007 annual meeting of the Company; an Amendment No. 1 to the Schedule 13-D was filed by the Group on April 24, 2007, disclosing the identities of and information regarding the persons on the proposed slate of directors of the Group; WHEREAS, representatives of the Company and representatives of the Group have been discussing matters of concern with respect to the Company and to the Group; WHEREAS, pursuant to the SPA, Tinicum has certain rights and is subject to certain limitations with respect to the voting of Shares it beneficially owns, its participation in the affairs of the Company and other matters; WHEREAS, pursuant to the CA, Tinicum has agreed, among other things, not to take certain actions with respect to the Company; and WHEREAS, the Company and Tinicum have determined that it is in their mutual best interests and in the best interests of the shareholders of the Company to amend certain provisions of the SPA and the CA as set out below. NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein set forth, and for other good and valuable consideration the receipt of which is acknowledged, the parties hereto hereby agree as follows: Section 1. Amendment of SPA - --------------------------- Section 6.2 of the SPA is amended in its entirety to provide as follows: Voting of Investor Shares. For the period commencing at the Closing and terminating on April 24, 2007, at any meeting of the stockholders of the Company the Investor agrees to, in its sole discretion, vote all of its shares of Common Stock either (a) pursuant to the recommendation of the board of directors of the Company (the "Board of Directors") or (b) proportionately with the vote of all other shareholders at any such meeting, provided that in any vote to elect members of the Board of Directors, the Investor shall be free to vote all of its Shares for the Investor Board Nominee; however, any Shares not voted by the Investor in favor of the Investor Board Nominee shall be voted in accordance with this Section 6.2. Section 2. Amendment of the CA and SPA. - --------------------------------------- Clauses (b), (c) and (e) of Section 7 of the CA provide as follows: "(b) engage in any `solicitation' of `proxies' (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company; (c) form, join or in any way participate in a `group' (as defined under the 1934 Act) with unaffiliated third parties with respect to the Company or otherwise act in concert with any person in respect of any such securities; and (e) enter into any discussions or arrangements with any third party (other than your representatives and any financing sources) with respect to any of the foregoing." Clauses (b), (c) and (e) of Section 7 of the CA are deleted in their entirety from the provisions of Section 7 of the CA, effective as of April 24, 2007. Further, as the language of Section 7 of the CA also comprised Exhibit 4 of the SPA, clauses (b), (c) and (e) are deleted in their entirety from the provisions of Exhibit 4 to the SPA effective as of April 24, 2007. Section 3. Effect of Agreement of Amendment - ------------------------------------------- Except as specifically amended hereby, the provisions of the SPA and the CA shall continue in full force and effect in accordance with the terms thereof. Section 4. Miscellaneous - ------------------------ The provisions of Sections 9, 10 (first sentence only), 11, 12, 13, 14, 17 and 18 of the SPA are incorporated herein to this Amendment Agreement and made a part hereof by this reference. IN WITNESS WHEREOF, the parties hereto have entered into this Amendment Agreement as of the date first written above. BREEZE-EASTERN CORPORATION By: /s/ Robert L.G. White ---------------------------- Name: Robert L.G. White Title: President and Chief Executive Officer TINICUM, INC. By: /s/ Eric Ruttenberg ---------------------------- Name: Eric Ruttenberg Title: TINICUM CAPITAL PARTNERS II, L.P. By: TINICUM LANTERN II, LLC Its: General Partner By: /s/ Eric Ruttenberg ---------------------------- Name: Eric Ruttenberg Title: TINICUM CAPITAL PARTNERS PARALLEL FUND II, L.P. By: TINICUM LANTERN II, LLC Its: General Partner By: /s/ Eric Ruttenberg ---------------------------- Name: Eric Ruttenberg Title: -----END PRIVACY-ENHANCED MESSAGE-----