SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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_______________
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SCHEDULE 13D/A
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(Rule 13d-101)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
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Under the Securities Exchange Act of 1934
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As Made Applicable to the Issuer Purusant to 12 C.F.R. Part 11 | |
(Amendment No. 1)
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K-V Pharmaceutical Company
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(Name of Issuer)
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Class A Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
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482740206
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(CUSIP Number)
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Susanne V. Clark
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Centerbridge Partners, L.P.
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375 Park Avenue, 12th Floor
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New York, New York 10152
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(212) 672-5000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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March 2, 2011
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(Date of Event which Requires
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Filing of this Schedule)
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CUSIP No 482740206
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SCHEDULE 13D/A
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Page 2 of 12 Pages
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1
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NAME OF REPORTING PERSON
U.S. Healthcare I, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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OCC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
Warrants to Purchase up to 13,425,734 shares of Class A Common Stock
(See Footnote 1 and Item 4 below)
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
Warrants to Purchase up to 13,425,734 shares of Class A Common Stock
(See Footnote 1 and Item 4 below)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
Warrants to Purchase up to 13,425,734 shares of Class A Common Stock
(See Footnote 1 and Item 4 below)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99% (See Footnote 1 and Item 4 below)
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 482740206
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SCHEDULE 13D/A
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Page 3 of 12 Pages
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1
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NAME OF REPORTING PERSON
U.S. Healthcare II, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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OCC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
Warrants to Purchase up to 6,612,676 shares of Class A Common Stock
(See Footnote 1 and Item 4 below)
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
Warrants to Purchase up to 6,612,676 shares of Class A Common Stock
(See Footnote 1 and Item 4 below)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
Warrants to Purchase up to 6,612,676 shares of Class A Common Stock
(See Footnote 1 and Item 4 below)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99% (See Footnote 1 and Item 4 below)
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 482740206
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SCHEDULE 13D/A
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Page 4 of 12 Pages
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1
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NAME OF REPORTING PERSON
Centerbridge Credit Advisors, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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OCC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
Warrants to Purchase up to 13,425,734 shares of Class A Common Stock
(See Footnote 1 and Item 4 below)
|
|||
9
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SOLE DISPOSITIVE POWER
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|||
10
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SHARED DISPOSITIVE POWER
Warrants to Purchase up to 13,425,734 shares of Class A Common Stock
(See Footnote 1 and Item 4 below))
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|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
Warrants to Purchase up to 13,425,734 shares of Class A Common Stock
(See Footnote 1 and Item 4 below)
|
|||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
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||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99% (See Footnote 1 and Item 4 below)
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|||
14
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TYPE OF REPORTING PERSON
IA, OO
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CUSIP No. 482740206
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SCHEDULE 13D/A
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Page 5 of 12 Pages
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1
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NAME OF REPORTING PERSON
Centerbridge Special Credit Advisors, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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OCC USE ONLY
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|||
4
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SOURCE OF FUNDS
AF
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|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
Warrants to Purchase up to 6,612,676 shares of Class A Common Stock
(See Footnote 1 and Item 4 below)
|
|||
9
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SOLE DISPOSITIVE POWER
|
|||
10
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SHARED DISPOSITIVE POWER
Warrants to Purchase up to 6,612,676 shares of Class A Common Stock
(See Footnote 1 and Item 4 below)
|
|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
Warrants to Purchase up to 6,612,676 shares of Class A Common Stock
(See Footnote 1 and Item 4 below)
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|||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99% (See Footnote 1 and Item 4 below)
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|||
14
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TYPE OF REPORTING PERSON
IA, OO
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CUSIP No. 482740206
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SCHEDULE 13D/A
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Page 6 of 12 Pages
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1
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NAME OF REPORTING PERSON
Centerbridge Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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OCC USE ONLY
|
|||
4
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SOURCE OF FUNDS
AF
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|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
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||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
Warrants to Purchase up to 20,038,410 shares of Class A Common Stock
(See Footnote 1 and Item 4 below)
|
|||
9
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SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
Warrants to Purchase up to 20,038,410 shares of Class A Common Stock
(See Footnote 1 and Item 4 below)
|
|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
Warrants to Purchase up to 20,038,410 shares of Class A Common Stock
(See Footnote 1 and Item 4 below)
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99% (See Footnote 1 and Item 4 below)
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|||
14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 482740206
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SCHEDULE 13D/A
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Page 7 of 12 Pages
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1
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NAME OF REPORTING PERSON
Centerbridge Partners Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
|
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3
|
OCC USE ONLY
|
|||
4
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SOURCE OF FUNDS
AF
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|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
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||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
Warrants to Purchase up to 20,038,410 shares of Class A Common Stock
(See Footnote 1 and Item 4 below)
|
|||
9
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SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
Warrants to Purchase up to 20,038,410 shares of Class A Common Stock
(See Footnote 1 and Item 4 below)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
Warrants to Purchase up to 20,038,410 shares of Class A Common Stock
(See Footnote 1 and Item 4 below)
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99% (See Footnote 1 and Item 4 below)
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|||
14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 482740206
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SCHEDULE 13D/A
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Page 8 of 12 Pages
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1
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NAME OF REPORTING PERSON
JEFFREY H. ARONSON
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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OCC USE ONLY
|
|||
4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
|
SOLE VOTING POWER
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||
8
|
SHARED VOTING POWER
Warrants to Purchase up to 20,038,410 shares of Class A Common Stock
(See Footnote 1 and Item 4 below)
|
|||
9
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SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
Warrants to Purchase up to 20,038,410 shares of Class A Common Stock
(See Footnote 1 and Item 4 below)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
Warrants to Purchase up to 20,038,410 shares of Class A Common Stock
(See Footnote 1 and Item 4 below)
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99% (See Footnote 1 and Item 4 below)
|
|||
14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 482740206
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SCHEDULE 13D/A
|
Page 9 of 12 Pages
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1
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NAME OF REPORTING PERSON
MARK T. GALLOGLY
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
|
OCC USE ONLY
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|||
4
|
SOURCE OF FUNDS
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
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||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
Warrants to Purchase up to 20,038,410 shares of Class A Common Stock
(See Footnote 1 and Item 4 below)
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
Warrants to Purchase up to 20,038,410 shares of Class A Common Stock
(See Footnote 1 and Item 4 below)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
Warrants to Purchase up to 20,038,410 shares of Class A Common Stock
(See Footnote 1 and Item 4 below)
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99% (See Footnote 1 and Item 4 below)
|
|||
14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 482740206
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SCHEDULE 13D/A
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Page 10 of 12 Pages
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Item 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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Item 4.
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PURPOSE OF TRANSACTION.
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CUSIP No. 482740206
|
SCHEDULE 13D/A
|
Page 11 of 12 Pages
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Item 5.
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INTEREST IN SECURITIES OF THE ISSUER.
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Item 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
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CUSIP No. 482740206
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SCHEDULE 13D/A
|
Page 12 of 12 Pages
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U.S. HEALTHCARE I, L.L.C.
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By:
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Centerbridge Credit Advisors, L.L.C.,
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its manager
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By:
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Centerbridge Partners, L.P.,
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||
its managing member
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By:
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Centerbridge Partners Holdings, LLC,
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its general partner
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By:
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/s/ Jeffrey H. Aronson
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Name: Jeffrey H. Aronson
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Title: Managing Member
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U.S. HEALTHCARE II, L.L.C. | |||
By:
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Centerbridge Special Credit Advisors, L.L.C.,
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its manager
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|||
By:
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Centerbridge Partners, L.P.,
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its managing member
|
|||
By:
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Centerbridge Partners Holdings, LLC,
|
||
its general partner
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|||
By:
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/s/ Jeffrey H. Aronson
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Name: Jeffrey H. Aronson
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Title: Managing Member
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CENTERBRIDGE CREDIT ADVISORS, L.L.C. | |||
By:
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Centerbridge Partners, L.P.,
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its managing member
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|||
By:
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Centerbridge Partners Holdings, LLC,
|
||
its general partner
|
|||
By:
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/s/ Jeffrey H. Aronson
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||
Name: Jeffrey H. Aronson
|
|||
Title: Managing Member
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|||
CENTERBRIDGE SPECIAL CREDIT ADVISORS, L.L.C. | |||
By:
|
Centerbridge Partners, L.P.,
|
||
its managing member
|
|||
By:
|
Centerbridge Partners Holdings, LLC,
|
||
its general partner
|
|||
By:
|
/s/ Jeffrey H. Aronson
|
||
Name: Jeffrey H. Aronson
|
|||
Title: Managing Member
|
|||
CENTERBRIDGE PARTNERS, L.P. | |||
By:
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Centerbridge Partners Holdings, LLC,
|
||
its general partner
|
|||
By:
|
/s/ Jeffrey H. Aronson
|
||
Name: Jeffrey H. Aronson
|
|||
Title: Managing Member
|
|||
CENTERBRIDGE PARTNERS HOLDINGS, LLC | |||
By:
|
/s/ Jeffrey H. Aronson
|
||
Name: Jeffrey H. Aronson
|
|||
Title: Managing Member
|
|||
JEFFREY H. ARONSON | |||
/s/ Jeffrey H. Aronson | |||
MARK T. GALLOGLY | |||
/s/ Mark T. Gallogly | |||