0000905148-13-000297.txt : 20130214 0000905148-13-000297.hdr.sgml : 20130214 20130214162125 ACCESSION NUMBER: 0000905148-13-000297 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REMY INTERNATIONAL, INC. CENTRAL INDEX KEY: 0001046859 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 351909253 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-52961 FILM NUMBER: 13614260 BUSINESS ADDRESS: STREET 1: 600 CORPORATION DRIVE CITY: PENDLETON STATE: IN ZIP: 46064 BUSINESS PHONE: 800-372-3555 MAIL ADDRESS: STREET 1: 600 CORPORATION DRIVE CITY: PENDLETON STATE: IN ZIP: 46064 FORMER COMPANY: FORMER CONFORMED NAME: DELCO REMY INTERNATIONAL INC DATE OF NAME CHANGE: 19970924 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Altai Capital Management, L.P. CENTRAL INDEX KEY: 0001478982 IRS NUMBER: 270488863 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 201-5772 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 efc13-143_fmsc13g.htm efc13-143_fmsc13g.htm
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 
SCHEDULE 13G
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2
 
(Amendment No.)
 



Remy International, Inc.
 (Name of Issuer)

Common Stock, $0.0001 par value per share
 (Title of Class of Securities)

759663107
 (CUSIP Number)

December 31, 2012
 (Date of Event Which Requires Filing this Statement)

 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
þ Rule 13d-1(b)
o Rule 13d-1(c)
o 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).
 
 Continued on following pages
Page 1 of 11 Pages
Exhibit Index: Page 10
 
 

 
 

 
13G
 
     
CUSIP No.: 759663107
 
Page 2 of 11 Pages

1.
Names of Reporting Persons.
 
Altai Capital Management, L.P.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) [   ]
(b) [   ]
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
1,978,745
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
1,978,745
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,978,745
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[   ]
11.
Percent of Class Represented by Amount in Row (9)
 
6.2%
12.
Type of Reporting Person (See Instructions)
 
IA, PN
 
 
 

 
 
 

 
 

 
13G
 
     
CUSIP No.: 759663107
 
Page 3 of 11 Pages

1.
Names of Reporting Persons.
 
Altai Capital Management, LLC
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) [   ]
(b) [   ]
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
1,978,745
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
1,978,745
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,978,745
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[   ]
11.
Percent of Class Represented by Amount in Row (9)
 
6.2%
12.
Type of Reporting Person (See Instructions)
 
HC, OO
 
 
 
 

 
 
 
13G
 
     
CUSIP No.: 759663107
 
Page 4 of 11 Pages

1.
Names of Reporting Persons.
 
Steven V. Tesoriere
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
United States of America
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
5.
Sole Voting Power
0
6.
Shared Voting Power
1,978,745
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
1,978,745
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,978,745
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[   ]
11.
Percent of Class Represented by Amount in Row (9)
 
6.2%
12.
Type of Reporting Person (See Instructions)
 
HC, IN
 
 
 
 
 

 
 
 
 
13G
 
     
CUSIP No.: 759663107
 
Page 5 of 11 Pages

1.
Names of Reporting Persons.
 
Rishi Bajaj
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
United States of America
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
5.
Sole Voting Power
0
6.
Shared Voting Power
1,978,745
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
1,978,745
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,978,745
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[   ]
11.
Percent of Class Represented by Amount in Row (9)
 
6.2%
12.
Type of Reporting Person (See Instructions)
 
HC, IN
 
 
 
 

 
 
 
 
13G
 
     
CUSIP No.: 759663107
 
Page 6 of 11 Pages

1.
Names of Reporting Persons.
 
Toby E. Symonds
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
United States of America
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
5.
Sole Voting Power
0
6.
Shared Voting Power
1,978,745
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
1,978,745
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,978,745
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[   ]
11.
Percent of Class Represented by Amount in Row (9)
 
6.2%
12.
Type of Reporting Person (See Instructions)
 
HC, IN
 
 
 
 

 

Page 7 of 11 Pages
 
 
Item 1(a).
Name of Issuer:
 
Remy International, Inc. (the “Issuer”)
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
600 Corporation Drive, Pendleton, IN 46064
 
Item 2(a).
Name of Person Filing:
 
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
 
 
(i)
Altai Capital Management, L.P., a Delaware limited partnership registered as an investment adviser with the U.S. Securities and Exchange Commission  (the “Investment Manager”), which serves as the investment manager of certain investment funds (the “Funds”) with respect to the Shares (as defined in Item 2(d) below) held in such Funds’ respective accounts;
 
 
(ii)
Altai Capital Management, LLC, a Delaware limited liability company (“IMGP”), which serves as the general partner of Investment Manager with respect to the Shares held in such Funds’ respective accounts;
 
 
(iii)
Mr. Steven V. Tesoriere, who serves as a managing principal of Investment Manager and a member of IMGP with respect to the Shares held in the Funds’ respective accounts;
 
 
(iv)
Mr. Rishi Bajaj, who serves as chief investment officer and managing principal of Investment Manager and member of IMGP with respect to the Shares held in the Funds’ respective accounts; and
 
 
(v)
Mr. Toby E. Symonds, who serves as president and managing principal of Investment Manager and member of IMGP with respect to the Shares held in the Funds’ respective accounts.
 
This Statement relates to Shares (as defined herein) held for the account of Altai Capital Master Fund, Ltd., (“ACMF”) a Cayman Islands exempted company. Investment Manager serves as investment advisor to ACMF. Investment Manager, IMGP, Mr. Tesoriere, Mr. Bajaj and Mr. Symonds are hereinafter sometimes collectively referred to as the Reporting Persons. Each of Investment Manager, IMGP, Mr. Tesoriere, Mr. Bajaj and Mr. Symonds may be deemed to have voting and dispositive power over the Shares held for the account of ACMF.
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
152 West 57th Street, 10th Floor
New York, NY 10019
United States
 
Item 2(c).
Citizenship:
 
 
(i)
Investment Manager is a Delaware limited partnership;
 
(ii)
IMGP is a Delaware limited liability company;
 
(iii)
Mr. Tesoriere is a citizen of the United States of America;
 
(iv)
Mr. Bajaj is a citizen of the United States of America; and
 
(v)
Mr. Symonds is a citizen of the United States of America.
 
Item 2(d).
Title of Class of Securities:
 
Common Stock, $0.0001 par value per share (the “Shares”)

Item 2(e).
CUSIP Number:
 
759663107
 
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:
 
(e) [X] An investment adviser in accordance with § 240.13d-(b)(1)(ii)(E);

(g) [X] A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). 
 
 

 
 
 
Page 8 of 11 Pages
 
Item 4.
Ownership.
 
Item 4(a).
Amount Beneficially Owned:

As of December 31, 2012, each of the Reporting Persons may be deemed the beneficial owner of 1,978,745 Shares held for the account of ACMF.

Item 4(b).
Percent of Class:

As of December 31, 2012, each of the Reporting Persons may be deemed the beneficial owner of approximately 6.2% of Shares outstanding. (There were 31,867,847 Shares outstanding as of October 30, 2012, according to the Issuer’s quarterly report on Form 10-Q filed on November 5, 2012).

Item 4(c).
Number of Shares as to which the person has:

Investment Manager, IMGP, Mr. Tesoriere, Mr. Bajaj and Mr. Symonds:
 
(i) Sole power to vote or direct the vote:
0
(ii) Shared power to vote or direct the vote:
1,978,745
(iii) Sole power to dispose or direct the disposition of:
0
(iv) Shared power to dispose or direct the disposition of:
1,978,745
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
This Item 5 is not applicable.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
See disclosure in Items 2 and 4 hereof.  ACMF has the right to receive of the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.
                                                 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
See disclosure in Item 2 hereof.
 
Item 8.
Identification and Classification of Members of the Group.
 
This Item 8 is not applicable.
 
Item 9.
Notice of Dissolution of Group.
 
This Item 9 is 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 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.
 
 
 

 

 
 
 
Page 9 of 11 Pages
 

 
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 14, 2013
ALTAI CAPITAL MANAGEMENT, L.P.
 
       
 
By:
/s/ Toby E. Symonds  
    Name: Toby E. Symonds  
    Title:   Authorized Signatory  
       
 
 
ALTAI CAPITAL MANAGEMENT, LLC
 
       
 
By:
/s/ Toby E. Symonds  
    Name: Toby E. Symonds  
    Title:   Authorized Signatory  
       
 
 
 
/s/ Steven V. Tesoriere  
    Name: Steven V. Tesoriere  
 
 
 
/s/ Rishi Bajaj  
    Name: Rishi Bajaj  
 
 
 
/s/ Toby E. Symonds  
    Name: Toby E. Symonds  
 

 
 
 

 
 

 
 
Page 10 of 11 Pages
 
INDEX TO EXHIBITS
 
Exhibit No.
Description
Page No.
     
A
Joint Filing Agreement
11
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
 

 
 
 
     
 
 
Page 11 of 11 Pages
 
EXHIBIT A
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k) 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 a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Remy International, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing.  In evidence thereof, the undersigned hereby execute this Agreement.
 
Date:  February 14, 2013
ALTAI CAPITAL MANAGEMENT, L.P.
 
       
 
By:
/s/ Toby E. Symonds  
    Name: Toby E. Symonds  
    Title:   Authorized Signatory  
       
 
 
ALTAI CAPITAL MANAGEMENT, LLC
 
       
 
By:
/s/ Toby E. Symonds  
    Name: Toby E. Symonds  
    Title:   Authorized Signatory  
       
 
 
 
/s/ Steven V. Tesoriere  
    Name: Steven V. Tesoriere  
 
 
 
/s/ Rishi Bajaj  
    Name: Rishi Bajaj  
 
 
 
/s/ Toby E. Symonds  
    Name: Toby E. Symonds