-----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, P9R5x8TJppf+y0CWkF7zfTkmhHvGP/jc4aGXhf+/rST/Z6kWCixON4T1T3KOOLB/ dBqlPnfsLUQl+fXsmFOMPg== 0000950123-09-014356.txt : 20090616 0000950123-09-014356.hdr.sgml : 20090616 20090616162142 ACCESSION NUMBER: 0000950123-09-014356 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090616 DATE AS OF CHANGE: 20090616 GROUP MEMBERS: JAMES D. DONDERO GROUP MEMBERS: STRAND ADVISORS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Highland Distressed Opportunities, Inc. CENTRAL INDEX KEY: 0001373641 IRS NUMBER: 205423854 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82712 FILM NUMBER: 09894258 BUSINESS ADDRESS: STREET 1: TWO GALLERIA TOWER STREET 2: 13455 NOEL ROAD, SUITE 800 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 972-628-4100 MAIL ADDRESS: STREET 1: TWO GALLERIA TOWER STREET 2: 13455 NOEL ROAD, SUITE 800 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: Highland Distressed Opportunities Fund, Inc. DATE OF NAME CHANGE: 20061109 FORMER COMPANY: FORMER CONFORMED NAME: Highland Special Situations Fund, Inc. DATE OF NAME CHANGE: 20061025 FORMER COMPANY: FORMER CONFORMED NAME: Highland Distressed Opportunities Fund, Inc. DATE OF NAME CHANGE: 20060823 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHLAND CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001167365 IRS NUMBER: 752716725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 13455 NOEL ROAD STE 1300 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9726284100 MAIL ADDRESS: STREET 1: 13455 NOEL ROAD STE 1300 CITY: DALLAS STATE: TX ZIP: 75240 SC 13D/A 1 d68113sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO RULE 13D-1(A) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

HIGHLAND DISTRESSED OPPORTUNITIES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
430067108
(CUSIP Number)
Michael Colvin
Highland Capital Management, L.P.
Two Galleria Tower
13455 Noel Road, Suite 800
Dallas, Texas 75240
(972) 628-4100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 12, 2009
(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 which 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. o

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.

(Continued on following pages)

 
 

 

                     
CUSIP No.
  
430067108 
 13D  Page  
2 
   of   
8  
  Pages 

 

           
1.   NAMES OF REPORTING PERSONS

Highland Capital Management, L.P.
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   o 
     
3.   SEC USE ONLY
   
   
     
4.   SOURCE OF FUNDS
   
  N/A
     
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
o
     
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7.   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8.   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10.   SHARED DISPOSITIVE POWER
     
    0
     
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
12.   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
o
     
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.0%
     
14.   TYPE OF REPORTING PERSON
   
  PN, IA

 

                     
CUSIP No.
  
430067108 
 13D  Page  
3 
   of   
8  
  Pages

 

           
1.   NAMES OF REPORTING PERSONS

Strand Advisors, Inc.
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   o 
     
3.   SEC USE ONLY
   
   
     
4.   SOURCE OF FUNDS
   
  N/A
     
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
o
     
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7.   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8.   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10.   SHARED DISPOSITIVE POWER
     
    0
     
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
12.   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
o
     
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.0%
     
14.   TYPE OF REPORTING PERSON
   
  CO, HC

 

                     
CUSIP No.
  
430067108 
 13D  Page  
4 
   of   
8  
  Pages

 

           
1.   NAMES OF REPORTING PERSONS

James D. Dondero
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   o 
     
3.   SEC USE ONLY
   
   
     
4.   SOURCE OF FUNDS
   
  N/A
     
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
o
     
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7.   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8.   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10.   SHARED DISPOSITIVE POWER
     
    0
     
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
12.   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
o
     
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.0%
     
14.   TYPE OF REPORTING PERSON
   
  IN, HC

 

          Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 (the “Amendment”) to Schedule 13D originally filled (the “Original Schedule 13D”) by Highland Capital Management, L.P. (“Highland Capital”), Strand Advisors, Inc. and James D. Dondero (collectively, the “Reporting Persons”) with the Securities and Exchange Commission (the “SEC”) on April 2, 2008, relates to the common stock, par value $0.001 per share (the “Common Stock”), of Highland Distressed Opportunities, Inc. (“Issuer”).
          Terms used in the Amendment, unless otherwise defined, shall have the meanings set forth in the Original Schedule 13D.
ITEM 4. Purpose of Transaction.
          The following paragraph shall be added prior to the final paragraph of Item 4 of the report:
          Pursuant to the terms, provisions and the transactions contemplated by that certain Agreement and Plan of Merger and Liquidation (the “Merger Agreement”), dated as of April 29, 2009, by and among Highland Credit Strategies Fund (“HCF”), the Issuer and HCF Acquisition LLC, the Reporting Persons exchanged all of their shares of Common Stock of the Issuer for shares of HCF. Consequently, upon the consummation of the transactions contemplated by the Merger Agreement, the Reporting Persons no longer own any shares of the Issuer’s Common Stock.
ITEM 5. Interest in Securities of the Issuer.
          Paragraph (a) of Item 5 shall be deleted in its entirety and replaced with the following:
“As a result of the Merger Agreement described in Item 4, the Reporting Persons no longer own any shares of Common Stock of the Issuer.”
          Paragraph (b) of Item 5 shall be deleted in its entirety and replaced with the following: “The Reporting Persons no longer have voting or dispositive power over any shares of stock.”
          Paragraph (c) of Item 5 shall be deleted in its entirety and replaced with the following:
“The following table describes transactions in the Common Stock that were effected during the past sixty (60) days or since the most recent filing of Schedule 13D, whichever is less, by the Reporting Persons:”

 

 

                         
                Price    
        Shares   Per    
Transaction Date   Reporting Person   Disposed   Share   Description of Transaction
06/02/2009
  Highland Capital     131,501     $ 2.33     Private Transaction; Highland Capital transferred the shares of the issuer (the “Shares”) to a participant in Highland Capital’s Amended and Restated 2005 HCMLP Option Plan in connection with the exercise by such participant of an option to acquire the Shares which was granted under the Plan.
ITEM 7. Material to be Filed as Exhibits.
The following document is filed as an Exhibit to Schedule 13D.
Exhibit 2 — Agreement and Plan of Merger and Liquidation, dated as of April 29, 2009, by and among Highland Credit Strategies Fund, Highland Distressed Opportunities, Inc and HCF Acquisition LLC (incorporated by reference to Annex A to Highland Credit Strategies Fund’s filing pursuant to Rule 497(d) on April 22, 2009 (File No. 3330156464)).

 

 

SIGNATURES
     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: June 16, 2009
         
  Highland Capital Management, L.P.
 		  
  By:   Strand Advisors, Inc., its general partner    
     
  By:   /s/ James D. Dondero    
    Name:   James D. Dondero   
    Title:   President   
 
  Strand Advisors, Inc.
 		  
  By:   /s/ James D. Dondero    
    Name:   James D. Dondero   
    Title:   President   
 
  James D. Dondero
 		  
  /s/ James D. Dondero    
     
     

 

 

APPENDIX 1
     The name of each director and executive officer of Strand is set forth below. The business address of each person listed below is Two Galleria Tower, 13455 Noel Road, Suite 800, Dallas, Texas 75240. Each person identified below is a citizen of the United States of America. The present principal occupation or employment of each of the listed persons is set forth below. During the past five years, none of the individuals listed below has been convicted in a criminal proceeding or been a party to a civil proceeding, in either case of the type specified in Items 2(d) or (e) of Schedule 13D.
STRAND ADVISORS, INC.
Director:
James D. Dondero
Executive Officers:
             
 
  President:   James D. Dondero    
 
  Executive Vice President:   Mark Okada    
 
  Secretary:   Michael Colvin    
 
  Treasurer:   Patrick Boyce    
 
  Chief Operating Officer:   Michael Pusateri    
 
            
 
            

 

 

EXHIBIT 1
JOINT FILING AGREEMENT
     In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Highland Distressed Opportunities, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of June 16, 2009.
         
  Highland Capital Management, L.P.
 		  
  By:   Strand Advisors, Inc., its general partner    
     
  By:   /s/ James D. Dondero    
    Name:   James D. Dondero   
    Title:   President   
 
  Strand Advisors, Inc.
 		  
  By:   /s/ James D. Dondero    
    Name:   James D. Dondero   
    Title:   President   
 
  James D. Dondero
 		  
  /s/ James D. Dondero    
     
     
 

 

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