0001448430-12-000002.txt : 20120214 0001448430-12-000002.hdr.sgml : 20120214 20120214114735 ACCESSION NUMBER: 0001448430-12-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHROMCRAFT REVINGTON INC CENTRAL INDEX KEY: 0000884130 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 351848094 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42371 FILM NUMBER: 12604894 BUSINESS ADDRESS: STREET 1: 1330 WIN HENTSCHEL BLVD., SUITE 250 CITY: WEST LAFAYETTE STATE: IN ZIP: 47906 BUSINESS PHONE: 7658072640 MAIL ADDRESS: STREET 1: 1330 WIN HENTSCHEL BLVD., SUITE 250 CITY: WEST LAFAYETTE STATE: IN ZIP: 47906 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Aldebaran Capital, LLC CENTRAL INDEX KEY: 0001448430 IRS NUMBER: 352064865 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10293 N. MERIDIAN STREET STREET 2: SUITE 100 CITY: INDIANAPOLIS STATE: IN ZIP: 46290 BUSINESS PHONE: 317-818-7827 MAIL ADDRESS: STREET 1: 10293 N. MERIDIAN STREET STREET 2: SUITE 100 CITY: INDIANAPOLIS STATE: IN ZIP: 46290 SC 13D/A 1 aldebaran13da.txt CHROMCRAFT 13 D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) Chromcraft Revington, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 171117104 (CUSIP Number) Kenneth R. Skarbeck c/o Aldebaran Capital, LLC 10293 N. Meridian St., Ste. 100 Indianapolis, IN 46290 (317) 818-7827 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 9, 2011 (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. 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 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. 171117104 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Aldebaran Capital, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 511,144 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 511,144 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 511,144 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0 % 14. TYPE OF REPORTING PERSON IA CUSIP No. 171117104 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kenneth R. Skarbeck 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 511,144 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 511,144 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 511,144 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0 % 14. TYPE OF REPORTING PERSON IN, HC CUSIP NO. 171117104 The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned on October 28, 2008 with respect to the Issuer named on the cover page hereof and to which reference is made for the definitions of capitalized terms that are not otherwise defined in this Amendment. Such Schedule 13D is hereby amended as follows. Item 4. Purpose of Transaction. Item 4 is amended to add the following: On December 9, 2011, Kenneth R. Skarbeck sent a letter to a member of the Board of Directors of the Issuer, the complete text of which is filed herewith as Exhibit 99.1 and incorporated into this Item 4 in its entirety. Also on December 9, 2011, Kenneth R. Skarbeck sent a letter to the Chair of the Nominating and Corporate Governance Committee of the Issuer, the complete text of which is filed herewith as Exhibit 99.2 and incorporated into this Item 4 in its entirety. On or about December 21, 2011, the Chairman of the Issuer's Nominating and Corporate Governance Committee sent a letter to Kenneth R. Skarbeck dated December 21, 2011, the complete text of which is filed herewith as Exhibit 99.3 and incorporated into this Item 4 in its entirety. On or about February 14, 2012, Kenneth R. Skarbeck completed and returned to the Issuer the form of questionnaire that the Issuer sent to Mr. Skarbeck concerning his request for nomination to the Issuer's Board of Directors Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated to read as follows: (a-e) As of the date of signature of this Amendment No. 1, Aldebaran may be deemed to be the beneficial owner of 511,144 Shares (8.0%) of the Issuer and Kenneth R. Skarbeck may be deemed to be the beneficial owner of 511,144 Shares (8.0%) of the Issuer, based upon the 6,424,393 Shares outstanding as of November 2, 2011, according to the Issuer's most recent quarterly report on Form 10-Q. Aldebaran has the sole power to vote or direct the vote of 511,144 Shares, and Kenneth R. Skarbeck (by reason of his personal management of all client accounts of Aldebaran) has the sole power to vote or direct the vote of 511,144 Shares to which this filing relates. Aldebaran has the sole power (with its various clients, due to the terminable nature of all client accounts) to dispose or direct the disposition of 511,144 Shares, and Kenneth R. Skarbeck (by reason of his personal management of all client accounts of Aldebaran) has the sole power to dispose or direct the disposition of 511,144 Shares to which this filing relates. The trading dates, number of Shares purchased and the price per share for all transactions in the Shares since October 9, 2011 (the 60th day prior to December 9, 2011) through the date signature of this Amendment No. 1 by the Reporting Persons are set forth in Schedule A and were effected in the open market. The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 is hereby amended to add the following: On February 14, 2012, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.4 and is incorporated herein by reference. Item 7. Material to be Filed as Exhibits. Item 7 is hereby amended to add the following exhibits: Exhibit 99.1 Letter to a Director of the Issuer dated December 9, 2011. Exhibit 99.2 Letter to the Chair of the Nominating and Corporate Governance Committee of the Issuer dated December 9, 2011. Exhibit 99.3 Letter from the Chairman of the Nominating and Corporate Governance Committee of the Issuer to Kenneth R. Skarbeck dated December 21, 2011. Exhibit 99.4 Joint Filing Agreement dated February 14, 2012, by and between Aldebaran and Kenneth R. Skarbeck. 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. February 14, 2012 (Date) Aldebaran Capital, LLC By: /s/ Kenneth R. Skarbeck Name: Kenneth R. Skarbeck Title: Managing Member /s/ Kenneth R. Skarbeck Kenneth R. Skarbeck Exhibit 99.4 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 1 to the Schedule 13D originally filed on October 28, 2008 (and agree to the joint filing on behalf of each of them of additional amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Chromcraft Revington, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. Dated: February 14, 2012 Aldebaran Capital, LLC By: /s/ Kenneth R. Skarbeck Name: Kenneth R. Skarbeck Title: Managing Member /s/ Kenneth R. Skarbeck Kenneth R. Skarbeck Schedule A (complete and attach only if applicable) Transactions in the Securities of the Issuer Since October 9, 2011 Purchase/Sale Trade Date Number of Shares Price per Share Purchase 10/27/2011 1,000 1.06 Purchase 10/27/2011 2,000 1.05 Sale 11/28/2011 900 .99 Purchase 11/30/2011 1,500 1.08 Sale 1/18/2012 250 1.20 Sale 1/18/2012 150 1.20 Sale 1/18/2012 500 1.20