0001193125-14-428610.txt : 20141201 0001193125-14-428610.hdr.sgml : 20141201 20141201092359 ACCESSION NUMBER: 0001193125-14-428610 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141201 DATE AS OF CHANGE: 20141201 GROUP MEMBERS: MARK A. SELLERS GROUP MEMBERS: SELLERS CAPITAL MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER EXHIBITIONS, INC. CENTRAL INDEX KEY: 0000796764 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 201424922 STATE OF INCORPORATION: FL FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51499 FILM NUMBER: 141256498 BUSINESS ADDRESS: STREET 1: 3340 PEACHTREE ROAD NE STREET 2: SUITE 900 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 404-842-2600 MAIL ADDRESS: STREET 1: 3340 PEACHTREE ROAD NE STREET 2: SUITE 900 CITY: ATLANTA STATE: GA ZIP: 30326 FORMER COMPANY: FORMER CONFORMED NAME: RMS TITANIC INC DATE OF NAME CHANGE: 20010404 FORMER COMPANY: FORMER CONFORMED NAME: FIRST RESPONSE MEDICAL INC /FL/ DATE OF NAME CHANGE: 20010404 FORMER COMPANY: FORMER CONFORMED NAME: CIP HOLDINGS INC DATE OF NAME CHANGE: 19930302 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sellers Capital LLC CENTRAL INDEX KEY: 0001412234 IRS NUMBER: 203036090 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 311 S WACKER DR STREET 2: STE 925 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-775-1300 MAIL ADDRESS: STREET 1: 311 S WACKER DR STREET 2: STE 925 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 d828887dsc13da.htm AMENDMENT NO. 20 TO SCHEDULE 13D Amendment No. 20 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 20)*

 

 

Premier Exhibitions, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

74051E102

(CUSIP Number)

Mark A. Sellers

Sellers Capital LLC

707 Skokie Boulevard

Northbrook, IL 60062

(312) 674-4573

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

November 25, 2014

(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 Rule 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. 74051E102    Page 2 of 7

 

 

 

  1.   

Names of reporting persons

 

Sellers Capital LLC

  2.  

Check the appropriate box if a member of a group (see instructions) See footnote below.*

(a)  x        (b)  ¨

 

  3.  

SEC use only

 

  4.  

Source of funds (see instructions)

 

    AF

  5.  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or place of organization

 

     Illinois

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7.    

Sole voting power

 

     0

     8.   

Shared voting power

 

    15,430,179

     9.   

Sole dispositive power

 

    0

   10.   

Shared dispositive power

 

    15,430,179

11.  

Aggregate amount beneficially owned by each reporting person

 

    15,430,179

12.  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13.  

Percent of class represented by amount in Row (11)

 

    Approximately 31.4% as of December 1, 2014 (based on 49,095,002 shares of Common Stock outstanding, per Form 10-Q dated October 15, 2014).

14.  

Type of reporting person (see instructions)

 

     IA/OO

 

* Mark A. Sellers is the managing member of Sellers Capital LLC, which is the investment manager of Sellers Capital Master Fund, Ltd. and thus the Reporting Persons may be considered a group within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.


CUSIP No. 74051E102    Page 3 of 7

 

 

 

  1.   

Names of reporting persons

 

Sellers Capital Master Fund, Ltd.

  2.  

Check the appropriate box if a member of a group (see instructions) See footnote below.*

(a)  x        (b)  ¨

 

  3.  

SEC use only

 

  4.  

Source of funds (see instructions)

 

    WC

  5.  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or place of organization

 

    Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7.    

Sole voting power

 

     0

     8.   

Shared voting power

 

    15,430,179

     9.   

Sole dispositive power

 

    0

   10.   

Shared dispositive power

 

    15,430,179

11.  

Aggregate amount beneficially owned by each reporting person

 

    15,430,179

12.  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13.  

Percent of class represented by amount in Row (11)

 

    Approximately 31.4% as of December 1, 2014 (based on 49,095,002 shares of Common Stock outstanding, per Form 10-Q dated October 15, 2014).

14.  

Type of reporting person (see instructions)

 

     IV

 

* Mark A. Sellers is the managing member of Sellers Capital LLC, which is the investment manager of Sellers Capital Master Fund, Ltd. and thus the Reporting Persons may be considered a group within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.


CUSIP No. 74051E102    Page 4 of 7

 

 

 

  1.   

Names of reporting persons

 

Mark A. Sellers

  2.  

Check the appropriate box if a member of a group (see instructions) See footnote below.*

(a)  x        (b)  ¨

 

  3.  

SEC use only

 

  4.  

Source of funds (see instructions)

 

    AF

  5.  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or place of organization

 

     U.S. Citizen

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7.    

Sole voting power

 

     0

     8.   

Shared voting power

 

    15,430,179

     9.   

Sole dispositive power

 

    0

   10.   

Shared dispositive power

 

    15,430,179

11.  

Aggregate amount beneficially owned by each reporting person

 

    15,430,179

12.  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13.  

Percent of class represented by amount in Row (11)

 

    Approximately 31.4% as of December 1, 2014 (based on 49,095,002 shares of Common Stock outstanding, per Form 10-Q dated October 15, 2014).

14.  

Type of reporting person (see instructions)

 

     IN/HC

 

* Mark A. Sellers is the managing member of Sellers Capital LLC, which is the investment manager of Sellers Capital Master Fund, Ltd. and thus the Reporting Persons may be considered a group within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.


CUSIP No. 74051E102    Page 5 of 7

 

 

This Amended Statement of Beneficial Ownership on Schedule 13D (“Amendment 20”) amends the Amended Statement of Beneficial Ownership on Schedule 13D filed on October 21, 2014 (“Amendment 19”), and all previous Statements of Beneficial Ownership on Schedule 13D filed in connection with the parties and matters referenced herein, with respect to the common stock (the “Common Stock”) of Premier Exhibitions, Inc., a Florida corporation (the “Issuer”). Any capitalized terms used and not defined in this Amendment 20 shall have the meanings set forth in Amendment 19, previous amendments and/or the original Schedule 13D to which this Amendment 20 relates. Only those items that are hereby reported are amended; all other items remain unchanged.

 

Item 2. Identity and Background

 

  (a) This Schedule 13D/A is being filed by Sellers Capital LLC (“SC”), Sellers Capital Master Fund, Ltd. (“SCMF”) and Mark A. Sellers.

 

  (b) The principal business office of SC and Mark A. Sellers is 707 Skokie Boulevard, Northbrook, IL 60062. The principal business office of SCMF is c/o M&C Corporate Services, Ugland House, South Church Street, PO Box 309 GT, George Town, Grand Cayman, Cayman Islands.

 

Item 4. Purpose of Transaction

In Amendment 19 it was reported that, on October 15, 2014, the Reporting Persons entered into a Share Purchase Agreement (the “Agreement”) with The Armada Group GP, Inc., a Florida corporation having its registered address at 1720 Main Street NE, Building 4, Palm Bay, FL 32905 (the “Buyer”), pursuant to which the Reporting Persons agreed to sell to the Buyer, in a private transaction, all of the 15,430,179 shares of Common Stock beneficially owned by the Reporting Persons in exchange for an aggregate purchase price of $16,201,688 (the “Purchase Price”), such amount being equal to $1.05 per share. Completion of the sale contemplated by the Agreement was to occur upon satisfaction (or waiver) of certain conditions (the “Closing Conditions”) contained in the Agreement, including delivery by the Buyer to the Reporting Persons of the Purchase Price and such agreements, certificates and documents reasonably requested by the Reporting Persons to effectuate or evidence the transaction, but no later than November 20, 2014.

As of November 20, 2014, the Buyer had not satisfied all of the Closing Conditions. Upon the failure of the Buyer to close by the required date, the Reporting Persons engaged in discussions with the Buyer to determine if, in fact, the Buyer intended to satisfy the terms of the Agreement. On November 25, 2014, the Reporting Persons determined that the Buyer did not intend to fulfill its obligations under the Agreement. The Reporting Persons are exploring their options with respect to enforcing the terms of the Agreement and/or obtaining suitable remedies for the Buyer’s failure to satisfy the Closing Conditions.

A copy of the Agreement was filed as Exhibit 99.2 to Amendment 19 and is incorporated by reference herein.

 

Item 5. Interest in Securities of the Issuer

(a) SCMF is the direct beneficial owner and SC and Mark A. Sellers are the indirect beneficial owners of 15,430,179 shares of Common Stock. This represents approximately 31.4% percent of the outstanding shares of Common Stock, based on 49,095,002 shares of Common Stock outstanding, per Form 10-Q dated October 15, 2014).

(b) Each of the Reporting Persons has shared power to vote or to direct the vote, and shared power to dispose or to direct the disposition of 15,430,179 shares of Common Stock.


CUSIP No. 74051E102    Page 6 of 7

 

 

(c) Other than the matters referred to herein, there have been no other transactions in the Common Stock effected by the Reporting Persons during the past sixty days.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, securities of the Issuer beneficially owned by the Reporting Persons.

(e) Not applicable.

 

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

The matters set forth in Items 4 and 5 and the exhibits to this Amendment 20 to Schedule 13D, and all previous Statements of Beneficial Ownership on Schedule 13D filed in connection with the parties and matters referenced herein (including exhibits), are incorporated in this Item 6 by reference as if fully set forth herein. Except for the matters discussed in this Amendment 20, in previous amendments and/or the original Schedule 13D to which this Amendment 20 relates, and any exhibits thereto, there are no contracts, arrangements, understandings or relationships with respect to securities of the Issuer.

 

Item 7. Material to be Filed as Exhibits

Exhibit 99.1: The Amended Joint Filing Agreement by and among Sellers Capital LLC, Sellers Capital Master Fund, Ltd. and Mark A. Sellers dated October 21, 2014, and filed as Exhibit 99.1 to Amendment 19 is incorporated by reference herein.

Exhibit 99.2: The Share Purchase Agreement by and among The Armada Group GP, Inc., Sellers Capital, LLC, Sellers Capital Master Fund, Ltd., and Mark A. Sellers dated October 15, 2014, and filed as Exhibit 99.2 to Amendment 19 is incorporated by reference herein.


CUSIP No. 74051E102    Page 7 of 7

 

 

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.

 

Dated this 1st day of December, 2014.
Sellers Capital LLC
By:  

/s/ Mark A. Sellers

Name:   Mark A. Sellers
Title:   Managing Member
Sellers Capital Master Fund, Ltd.
By:  

/s/ Mark A. Sellers

Name:   Mark A. Sellers
Title:   Managing Member, Sellers Capital LLC, Investment Manager

/s/ Mark A. Sellers

Mark A. Sellers