horizon2011.htm
U.S. SECURITIES EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Horizon Lines, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
44044K309
(CUSIP Number)
December 31, 2011
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)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
1) Name of Reporting Person: Pioneer Global Asset Management S.p.A. (PGAM)
2) Check the Appropriate Box (a)
of A Member of Group
(See Instructions) (b)
3) SEC Use Only
4) Citizenship of Place of
Organization Italy
Number of (5)Sole Voting
Shares Power 0
Beneficially Owned
by Each Reporting
Person With (6)Shared Voting
Power 5,733,439
[See Item 4 below.]
(7)Sole Disposi-
tive Power 0
(8)Shared Disposi-
tive Power 5,733,439
[See Item 4 below.]
9) Aggregate Amount Beneficially 5,733,439
Owned by Each [See Item 4 below.]
Reporting Person
10) Check if the aggregate Amount in Row (9) Exclude Certain Shares (See
Instructions)
11) Percent of Class Represented
By Amount in Row 9. 94.5%
12) Type of Reporting
Person (See Instructions) FI
1) Name of Reporting Person: Pioneer Investment Management, Inc. (PIM)
2) Check the Appropriate Box (a)
of A Member of Group
(See Instructions) (b)
3) SEC Use Only
4) Citizenship of Place of
Organization Delaware
Number of (5)Sole Voting
Shares Power 0
Beneficially Owned
by Each Reporting
Person With (6)Shared Voting
Power 2,689,527
[See Item 4 below.]
(7)Sole Disposi-
tive Power 0
(8)Shared Disposi-
tive Power 5,335,045
[See Item 4 below.]
9) Aggregate Amount Beneficially 5,335,045
Owned by Each [See Item 4 below.]
Reporting Person
10) Check if the aggregate Amount in Row (9) Exclude Certain Shares (See
Instructions)
11) Percent of Class Represented
By Amount in Row 9. 87.9%
12) Type of Reporting
Person (See Instructions) IA
1) Name of Reporting Person: Pioneer Asset Management SA, Inc. (PAMSA)
2) Check the Appropriate Box (a)
of A Member of Group
(See Instructions) (b)
3) SEC Use Only
4) Citizenship of Place of
Organization Luxembourg
Number of (5)Sole Voting
Shares Power 2,645,518
Beneficially Owned
by Each Reporting
Person With (6)Shared Voting
Power 0
[See Item 4 below.]
(7)Sole Disposi-
tive Power 0
(8)Shared Disposi-
tive Power 2,645,518
[See Item 4 below.]
9) Aggregate Amount Beneficially 2,645,518
Owned by Each [See Item 4 below.]
Reporting Person
10) Check if the aggregate Amount in Row (9) Exclude Certain Shares (See
Instructions)
11) Percent of Class Represented
By Amount in Row 9. 43.6%
12) Type of Reporting
Person (See Instructions) FI
Item 1(a) Name of Issuer.
Horizon Lines, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
4064 Colony Road
Suite 200
Charlotte, NC 28211
United States
Item 2(a) Name of Person Filing:
PGAM, PIM and PAMSA
Item 2(b) Address of Principal Business Office:
The principal business office for PGAM is:
Galleria San Carlo 6
Milan, Italy
The principal business office for PIM is:
60 State Street
Boston, MA 02109
The principal business office for PAMSA is:
4, rue Alphonse Weicker
2721 Luxembourg
Luxembourg
Item 2(c) Citizenship:
PGAM is organized under the laws of Italy.
PIM is a corporation organized under the laws of the
State of Delaware.
PAMSA is a corporation organized under the laws of Luxembourg.
Item 2(d) Title of Class of Securities:
Class A Common Stock
Item 2(e) CUSIP Number:
44044K309
Item 3 The person filing this statement pursuant to Rule 13d-1(b)
or 13d-2(b) is:
PGAM is a non-U.S. Institution in accordance with
Section 240.13d-1(b)(1)(ii)(J)
PIM is an investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E).
PAMSA is a non-U.S. Institution in accordance with
Section 240.13d-1(b)(1)(ii)(J)
Item 4. Ownership.
(a) Amount Beneficially Owned:**
PGAM: 5,733,439
PIM: 5,335,045
PAMSA: 2,645,518
(b) Percent of Class:
PGAM: 94.5%
PIM: 87.9%
PAMSA: 43.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: **
PAMSA: 2,645,518
(ii) shared power to vote or to direct vote: **
PGAM: 5,733,439
PIM: 2,689,527
(iii) sole power to dispose or to direct disposition of:0
(iv) shared power to dispose or to direct disposition:**
PGAM: 5,733,439
PIM: 5,335,045
PAMSA: 2,645,518
**Shares reported on this Schedule 13G (the Shares) are owned by (i) collective
investment vehicles (Funds) advised by PIM and (ii) Funds advised by other
advisors that are direct or indirect wholly-owned subsidiaries of PGAM
(Additional PGAM Subsidiaries). In their roles as investment manager or adviser
to the Funds, PIM and the Additional PGAM Subsidiaries possess investment and/or
voting control over the Shares. In addition, PAMSA has a right to vote certain
Shares beneficially owned by Funds advised by PIM. In accordance with Rule
13d-1(d)(1), shares reported herein as beneficially reported by PGAM, PIM and
PAMSA include shares issuable upon the conversion of Convertible Notes and the
exercise of warrants owned by the Funds. The 5,733,439 shares reported with
respect to PGAM include 280,128 shares of Class A Common Stock, 2,794,791 shares
issuable upon conversion of Convertible A Notes, 954,774 shares issuable upon
conversion of Convertible B Notes and 1,703,746 shares issuable upon the exercise
of warrants. The 5,335,045 shares reported with respect to PIM include 246206
shares of Class A Common Stock, 2,523,126 shares issuable upon conversion of
Convertible A Notes, 861,966 shares issuable upon conversion of convertible B
Notes and 1,703,746 shares issuable upon the exercise of warrants.. The
2,645,518 shares reported with respect to PAMSA include 17,210 shares of Class
A Common Stock, 689,136 shares issuable upon conversion of Convertible A Notes,
235,427 shares issuable upon conversion of Convertible B Notes and 1,703,746
shares issuable upon the exercise of warrants. Shares reported with respect to
PAMSA are also included in the Shares reported with respect to PIM.
PIM and PAMSA are a direct subsidiary of PGAM. PGAM is a limited liability
company and the holding company incorporating all of the Pioneer Investments
asset management business (including PIM, PAMSA and the Additional PGAM
Subsidiaries) and may therefore, be deemed to beneficially own the Shares.
PGAM, PIM, PAMSA and the Additional PGAM Subsidiaries disclaim beneficial ownership
of the Shares except to the extent or their respective pecuniary interests therein,
if any. The filing of this Schedule 13G shall not be construed as an admission
that the Reporting Persons are the beneficial owners of the Shares for any other
purposes than Section 13(d) of the Securities Exchange Act of 1934.
This filing reflects the securities that may be deemed to be beneficially owned by
the Reporting Persons, each of which is a directly or indirectly owned subsidiary
of Unicredit S.p.A. ("Unicredit"). This filing does not reflect securities, if
any, beneficially owned by Unicredit or any other subsidiaries of Unicredit whose
ownership is disaggregated from that of the Reporting Persons in accordance with
Securities and Exchange Commission Release 34-39538.
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 here:
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Various persons have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Class A Common Stock of
Horizon Lines, Inc. The interests of Pioneer Strategic Income Fund, Pioneer High
Yield Fund, Pioneer Global High Yield Fund, Pioneer Funds Strategic Income,
Pioneer Funds U.S. High Yield and Pioneer Funds Global High Yield, in the Class
A of Horizon Lines, Inc, respectively, amounted to 325,687,460,184, 795,919,
385,197, 506,156 and 625,795 shares or 5.4%, 7.6%, 13.1%, 6.3%, 8.3% and 10.3% of
the total outstanding Class A Common Stock at December 31, 2011. These values
assume conversion of Convertible Bond A Notes to acquire 325,687, 460,184 and
795,919 shares within Pioneer Strategic Income Fund, Pioneer High Yield Fund and
Pioneer Global High Yield Fund, respectively, as well as the exercise of warrants
held to acquire 385,197, 506,156 and 625,795 shares within Pioneer Funds Strategic
Income, Pioneer Funds U.S. High Yield and Pioneer Funds Global High Yield,
respectively.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported On By the Parent Holding Company.
See Item 4.
Item 8. Identification and Classification of Members of the Group.
Inapplicable.
Item 9. Notice of Dissolution of the Group.
Inapplicable.
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.
By signing below PGAM certifies that to the best of its knowledge and
belief, the foreign regulatory scheme applicable to it as a sub-holding company
for the asset management division in the UniCredit Banking Group, the latter
being regulated by the Bank of Italy and the Commissione Nazionale per le
Societa`e la Borsa (CONSOB), is substantially comparable to the regulatory
scheme applicable to the functionally equivalent U.S. institution(s). PGAM also
undertakes to furnish to the Commission staff, upon request, information that
would otherwise be disclosed in a Schedule 13D.
By signing below PAMSA certifies that to the best of its knowledge and
belief, the foreign regulatory scheme applicable to it as an asset manager,
regulated by the Commission de Surveillance du Secteur Financier (CSSF), is
substantially comparable to the regulatory scheme applicable to the
functionally equivalent U.S. institution(s). PAMSA also undertakes to furnish to
the Commission staff, upon request, information that would otherwise be
disclosed in a Schedule 13D.
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: February 6, 2012
Pioneer Global Asset Management S.p.A
By: /s/ Roger Yates
Name: Roger Yates
Title: CEO; Head of Asset Management Division
Pioneer Investment Management, Inc.
By: /s/ Jean M. Bradley
Name: Jean M. Bradley
Title: Chief Compliance Officer
Pioneer Asset Management, SA
By: /s/ Enrico Turchi
Name: Enrico Turchi
Title: Managing Director
EXHIBIT
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange
Act of 1934, the undersigned agree to the joint filing of a Statement on
Schedule 13G (including any and all amendments thereto) with respect to the
Common Stock of Horizon Lines, Inc. and further agree to the filing of
this agreement as an Exhibit thereto. Each party to this Agreement expressly
authorizes each other party to this Agreement to file on its behalf any and all
amendments to such Statement on Schedule 13G.
Date: February 6, 2012
Pioneer Global Asset Management S.p.A
By: /s/ Roger Yates
Name: Roger Yates
Title: CEO; Head of Asset Management Division
Pioneer Investment Management, Inc.
By: /s/ Jean M. Bradley
Name: Jean M. Bradley
Title: Chief Compliance Officer
Pioneer Asset Management, SA
By: /s/ Enrico Turchi
Name: Enrico Turchi
Title: Managing Director
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