0000950123-15-003400.txt : 20150224 0000950123-15-003400.hdr.sgml : 20150224 20150217205353 ACCESSION NUMBER: 0000950123-15-003400 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150224 GROUP MEMBERS: ADAM GRAY GROUP MEMBERS: CHRISTOPHER SHACKELTON GROUP MEMBERS: COLISEUM CAPITAL PARTNERS II, L.P. GROUP MEMBERS: COLISEUM CAPITAL PARTNERS, L.P. GROUP MEMBERS: COLISEUM CAPITAL, LLC 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61953 FILM NUMBER: 15625667 BUSINESS ADDRESS: STREET 1: ACCURIDE STREET 2: 7140 OFFICE CIRCLE CITY: EVANSVILLE STATE: IN ZIP: 47715 BUSINESS PHONE: 8129625000 MAIL ADDRESS: STREET 1: 7140 OFFICE CIRCLE CITY: EVANSVILLE STATE: IN ZIP: 47715 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Coliseum Capital Management, LLC CENTRAL INDEX KEY: 0001409751 IRS NUMBER: 223918079 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: METRO CENTER STREET 2: 1 STATION PLACE, 7TH FLOOR SOUTH CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-883-0100 MAIL ADDRESS: STREET 1: METRO CENTER STREET 2: 1 STATION PLACE, 7TH FLOOR SOUTH CITY: STAMFORD STATE: CT ZIP: 06902 SC 13G/A 1 d874269dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

Accuride Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

00439T206

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

 


  1.   

Names of Reporting Persons

 

Coliseum Capital Management, LLC

  2.  

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

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    5.    

Sole Voting Power

 

0

    6.   

Shared Voting Power

 

7,231,555

    7.   

Sole Dispositive Power

 

0

    8.   

Shared Dispositive Power

 

7,231,555

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,231,555

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

15.2%

12.  

Type of Reporting Person (See Instructions)

 

OO, IA

 

-2-


  1.   

Names of Reporting Persons

 

Coliseum Capital, LLC

  2.  

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

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    5.    

Sole Voting Power

 

0

    6.   

Shared Voting Power

 

5,334,394

    7.   

Sole Dispositive Power

 

0

    8.   

Shared Dispositive Power

 

5,334,394

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,334,394

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

11.2%

12.  

Type of Reporting Person (See Instructions)

 

OO

 

-3-


  1.   

Names of Reporting Persons

 

Coliseum Capital Partners, L.P.

  2.  

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

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    5.    

Sole Voting Power

 

0

    6.   

Shared Voting Power

 

4,092,454

    7.   

Sole Dispositive Power

 

0

    8.   

Shared Dispositive Power

 

4,092,454

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,092,454

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

8.6%

12.  

Type of Reporting Person (See Instructions)

 

PN

 

-4-


  1.   

Names of Reporting Persons

 

Coliseum 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.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    5.    

Sole Voting Power

 

0

    6.   

Shared Voting Power

 

1,241,940

    7.   

Sole Dispositive Power

 

0

    8.   

Shared Dispositive Power

 

1,241,940

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,241,940

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

2.6%

12.  

Type of Reporting Person (See Instructions)

 

PN

 

-5-


  1.   

Names of Reporting Persons

 

Adam Gray

  2.  

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

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    5.    

Sole Voting Power

 

0

    6.   

Shared Voting Power

 

7,231,555

    7.   

Sole Dispositive Power

 

0

    8.   

Shared Dispositive Power

 

7,231,555

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,231,555

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

15.2%

12.  

Type of Reporting Person (See Instructions)

 

IN

 

-6-


  1.   

Names of Reporting Persons

 

Christopher Shackelton

  2.  

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

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    5.    

Sole Voting Power

 

0

    6.   

Shared Voting Power

 

7,231,555

    7.   

Sole Dispositive Power

 

0

    8.   

Shared Dispositive Power

 

7,231,555

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,231,555

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

15.2%

12.  

Type of Reporting Person (See Instructions)

 

IN

 

-7-


Item 1.

 

  (a) Name of Issuer

Accuride Corporation

 

  (b) Address of Issuer’s Principal Executive Offices

7140 Office Circle

Evansville, IN 47715

Item 2.

 

  (a) Name of Person Filing

This Schedule 13G is being filed on behalf of Coliseum Capital Management, LLC (“CCM”), Coliseum Capital, LLC (“CC”), Coliseum Capital Partners, L.P. (“CCP”), Coliseum Capital Partners II, L.P. (“CCP2”), Adam Gray (“Gray”) and Christopher Shackelton (“Shackelton” and together with CCM, CC, CCP, CCP2 and Gray, the “Reporting Persons”).

 

  (b) Address of Principal Business office or, if None, Residence

The address of the principal business and office of the Reporting Persons is Metro Center, 1 Station Place, 7th Floor South, Stamford, CT 06902.

 

  (c) Citizenship

 

  (i) CCM is a Delaware limited liability company

 

  (ii) CC is a Delaware limited liability company

 

  (iii) CCP is a Delaware limited partnership

 

  (iv) CCP2 is a Delaware limited partnership

 

  (v) Gray is a United States citizen

 

  (vi) Shackelton is a United States citizen

 

  (d) Title of Class of Securities

Common Stock, Par Value $0.01 Per Share (the “Common Stock”)

 

  (e) CUSIP No.

00439T206

 

-8-


Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)    ¨        Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).
(b)    ¨        Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)    ¨        Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)    ¨        Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).
(e)    ¨        An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
(f)    ¨        An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(ii)(F).
(g)    ¨        A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
(h)    ¨        A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)    ¨        A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)    ¨        A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
(k)    ¨        Group in accordance with § 240.13d-1(b)(ii)(J).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:            

 

Item 4. Ownership.

The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 5 through 9 and Row 11 of the cover pages hereto is incorporated herein by reference.

The ownership percentage of each Reporting Person set forth in Row 11 of the cover pages hereto has been calculated based on an assumed total of 47,718,818 shares of Common Stock outstanding as of October 30, 2014, as reported in the Issuer’s Quarterly Report for the quarterly period ended September 30, 2014 on Form 10-Q, as filed with the Securities and Exchange Commission on November 3, 2014.

 

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 securities, check the following  ¨

 

-9-


Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

The Reporting Persons may be deemed to be members of a group with respect to the Common Stock owned of record by CCP, CCP2 and a separate account managed by CCM (the “Separate Account”). CCP is the record owner of 4,092,454 shares of Common Stock, CCP2 is the record owner of 1,241,940 and the Separate Account is the record owner of 1,897,161 shares of Common Stock.

 

Item 9. Notice of Dissolution of Group.

Not applicable.

 

Item 10. Certifications.

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above 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.

 

-10-


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.

Dated: February 17, 2015

 

COLISEUM CAPITAL MANAGEMENT, LLC COLISEUM CAPITAL PARTNERS II, L.P.
By: Coliseum Capital, LLC, General Partner
By:

 /s/ Christopher Shackelton

By:

 /s/ Adam Gray

Christopher Shackelton, Manager Adam Gray, Manager
COLISEUM CAPITAL, LLC ADAM GRAY
By

 /s/ Adam Gray

 /s/ Adam Gray

Adam Gray, Manager Adam Gray
COLISEUM CAPITAL PARTNERS, L.P. CHRISTOPHER SHACKELTON
By: Coliseum Capital, LLC, General Partner
By:

 /s/ Adam Gray

 /s/ Christopher Shackelton

Adam Gray, Manager Christopher Shackelton

 

-11-


EXHIBITS

 

1. Joint Filing Agreement Pursuant to Rule 13d-1, dated February 17, 2015
EX-99.A 2 d874269dex99a.htm EX-99.A EX-99.A

Exhibit A

Joint Filing Agreement Pursuant to Rule 13d-1

This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.

Dated: February 17, 2015

 

COLISEUM CAPITAL MANAGEMENT, LLC COLISEUM CAPITAL PARTNERS II, L.P.
By: Coliseum Capital, LLC, General Partner
By:

 /s/ Christopher Shackelton

By:

 /s/ Adam Gray

Christopher Shackelton, Manager Adam Gray, Manager
COLISEUM CAPITAL, LLC ADAM GRAY
By

 /s/ Adam Gray

 /s/ Adam Gray

Adam Gray, Manager Adam Gray
COLISEUM CAPITAL PARTNERS, L.P. CHRISTOPHER SHACKELTON
By: Coliseum Capital, LLC, General Partner
By:

 /s/ Adam Gray

 /s/ Christopher Shackelton

Adam Gray, Manager Christopher Shackelton