0001104659-13-088632.txt : 20131205 0001104659-13-088632.hdr.sgml : 20131205 20131205162916 ACCESSION NUMBER: 0001104659-13-088632 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131205 DATE AS OF CHANGE: 20131205 GROUP MEMBERS: CETUS CAPITAL II, LLC GROUP MEMBERS: LITTLEJOHN ASSOCIATES III, L.L.C. GROUP MEMBERS: LITTLEJOHN ASSOCIATES IV, L.L.C. GROUP MEMBERS: LITTLEJOHN FUND III, L.P GROUP MEMBERS: LITTLEJOHN FUND IV, L.P. GROUP MEMBERS: LITTLEJOHN OPPORTUNITIES GP LLC GROUP MEMBERS: LITTLEJOHN OPPORTUNITIES MASTER FUND LP GROUP MEMBERS: RICHARD E. MAYBAUM GROUP MEMBERS: ROBERT E. DAVIS GROUP MEMBERS: SG DISTRESSED FUND, LP 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61953 FILM NUMBER: 131260173 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: Cetus Capital, LLC CENTRAL INDEX KEY: 0001492143 IRS NUMBER: 861177422 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8 SOUND SHORE DRIVE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-552-3586 MAIL ADDRESS: STREET 1: 8 SOUND SHORE DRIVE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 a13-25755_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)

 

ACCURIDE CORPORATION

(Name of Issuer)

 

Common Stock, $0.01 par value

(Title of Class of Securities)

 

00439T107

(CUSIP Number)

 

Robert E. Davis

Richard E. Maybaum

Cetus Capital, LLC

Littlejohn Fund III, L.P.

Littlejohn Associates III, L.L.C.

Cetus Capital II, LLC

Littlejohn Fund IV, L.P.

Littlejohn Associates IV, L.L.C.

Littlejohn Opportunities Master Fund LP

SG Distressed Fund, LP

Littlejohn Opportunities GP LLC

8 Sound Shore Drive

Suite 303

Greenwich, CT 06830

(203) 552-3500

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

 

Copy to:

 

Shon Glusky, Esq.

Jason Schendel, Esq.

Sheppard Mullin Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10112

(212) 634-3000

 

December 4, 2013

(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. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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. 00439T107

 

 

1

Name of Reporting Persons
Cetus Capital, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,742,223

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,742,223

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,742,223

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  o

 

 

13

Percent of Class Represented by Amount in Row (11)
5.77% (1)

 

 

14

Type of Reporting Person
OO

 

(1) This value is based on 47,515,155 shares of common stock of the Issuer outstanding as of November 7, 2013, according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2013.

 

2


 

CUSIP No. 00439T107

 

 

1

Name of Reporting Persons
Littlejohn Fund III, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,742,223

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,742,223

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,742,223

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  o

 

 

13

Percent of Class Represented by Amount in Row (11)
5.77% (1)

 

 

14

Type of Reporting Person
OO

 

(1) This value is based on 47,515,155 shares of common stock of the Issuer outstanding as of November 7, 2013, according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2013.

 

3


 

CUSIP No. 00439T107

 

 

1

Name of Reporting Persons
Littlejohn Associates III, L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,742,223

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,742,223

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person  
2,742,223

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  o

 

 

13

Percent of Class Represented by Amount in Row (11)  
5.77% (1)

 

 

14

Type of Reporting Person
OO

 

(1) This value is based on 47,515,155 shares of common stock of the Issuer outstanding as of November 7, 2013, according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2013.

 

4


 

CUSIP No. 00439T107

 

 

1

Name of Reporting Persons
Cetus Capital II, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
4,159,472

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
4,159,472

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,159,472

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.75%  (1)

 

 

14

Type of Reporting Person
OO

 

(1) This value is based on 47,515,155 shares of common stock of the Issuer outstanding as of November 7, 2013, according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2013.

 

5


 

CUSIP No. 00439T107

 

 

1

Name of Reporting Persons
Littlejohn Fund IV, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
4,159,472

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
4,159,472

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,159,472

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  o

 

 

13

Percent of Class Represented by Amount in Row (11)  
8.75%  (1)

 

 

14

Type of Reporting Person
OO

 

(1) This value is based on 47,515,155 shares of common stock of the Issuer outstanding as of November 7, 2013, according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2013.

 

6


 

CUSIP No. 00439T107

 

 

1

Name of Reporting Persons
Littlejohn Associates IV, L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
4,159,472

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
4,159,472

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,159,472

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.75%  (1)

 

 

14

Type of Reporting Person
OO

 

(1) This value is based on 47,515,155 shares of common stock of the Issuer outstanding as of November 7, 2013, according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2013.

 

7


 

CUSIP No. 00439T107

 

 

1

Name of Reporting Persons
Littlejohn Opportunities Master Fund LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
1,143,680

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
1,143,680

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,143,680

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.41%  (1)

 

 

14

Type of Reporting Person
OO

 

(1) This value is based on 47,515,155 shares of common stock of the Issuer outstanding as of November 7, 2013, according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2013.

 

8


 

CUSIP No. 00439T107

 

 

1

Name of Reporting Persons
SG Distressed Fund, LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
509,844

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
509,844

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
509,844

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.07%  (1)

 

 

14

Type of Reporting Person
OO

 

(1) This value is based on 47,515,155 shares of common stock of the Issuer outstanding as of November 7, 2013, according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2013.

 

9


 

CUSIP No. 00439T107

 

 

1

Name of Reporting Persons
Littlejohn Opportunities GP LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
1,653,524

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
1,653,524

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,653,524

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  o

 

 

13

Percent of Class Represented by Amount in Row (11)
3.48%  (1)

 

 

14

Type of Reporting Person
OO

 

(1) This value is based on 47,515,155 shares of common stock of the Issuer outstanding as of November 7, 2013, according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2013.

 

10


 

CUSIP No. 00439T107

 

 

1

Name of Reporting Persons
Robert E. Davis

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
74,365

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
74,365

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
74,365

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.157% (1)

 

 

14

Type of Reporting Person
IN

 

(1)         This value is based on 47,515,155 shares of common stock of the Issuer outstanding as of November 7, 2013, according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2013.

 

11


 

CUSIP No. 00439T107

 

 

1

Name of Reporting Persons
Richard E. Maybaum

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
8,650

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
8,650

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
8,650

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.018% (1)

 

 

14

Type of Reporting Person
IN

 

(1) This value is based on 47,515,155 shares of common stock of the Issuer outstanding as of November 7, 2013, according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2013.

 

12


 

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission on November 13, 2012, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on December 20, 2012 and Amendment No. 2 (“Amendment No. 2”) filed with the Securities and Exchange Commission on November 15, 2013 (together with this Amendment No. 3, this “statement”) relating to shares of common stock, par value $0.01 per share (the “Shares”) of Accuride Corporation, a Delaware corporation (the “Issuer”).  Items 2, 3 and 5 are hereby amended and supplemented as set forth below.

 

Item 2.         Identity and Background

 

(a) This statement is filed by the individuals and entities listed below, all of whom together are referred to herein as the “Reporting Persons”.

 

(i)     Cetus Capital, LLC, a Delaware limited liability company (“Cetus”), is a single member LLC whose only member is Littlejohn Fund III, L.P., a Delaware limited partnership, and whose manager is Littlejohn & Co., LLC, a Delaware limited liability company.

 

(ii)      Littlejohn Fund III, L.P. (“Littlejohn Fund III”), whose general partner is Littlejohn Associates III.

 

(iii)     Littlejohn Associates III.

 

(iv)    Cetus Capital II, LLC, a Delaware limited liability company (“Cetus II”), is a single member LLC whose only member is Littlejohn Fund IV, L.P., a Delaware limited partnership, and whose manager is Littlejohn Managers LLC, a Delaware limited liability company.

 

(v)     Littlejohn Fund IV, L.P. (“Littlejohn Fund IV”), whose general partner is Littlejohn Associates IV.

 

(vi)    Littlejohn Associates IV.

 

(vii)   Littlejohn Opportunities Master Fund LP, a Cayman Islands limited partnership (“Littlejohn Opportunities Master Fund”), whose general partner is Littlejohn Opportunities GP LLC, a Delaware limited liability company (“Littlejohn Opportunities GP”).

 

(viii)  SG Distressed Fund, LP, a Delaware limited partnership (“SG Distressed Fund”), whose general partner is Littlejohn Opportunities GP.

 

(ix)    Littlejohn Opportunities GP.

 

(x)     Robert E. Davis.

 

(xi)    Richard E. Maybaum.

 

(b) The address of the principal business office of each of the Reporting Persons is 8 Sound Shore Drive, Suite 303, Greenwich, CT 06830.

 

(c) Cetus, Cetus II, Littlejohn Opportunities Master Fund and SG Distressed Fund are private investment vehicles engaged in investing in debt and equity instruments.  Littlejohn Fund III and Littlejohn Fund IV are principally engaged in the business of investing and managing private equity investments.  The principal business of Littlejohn Associates III is to act as the general partner of Littlejohn Fund III.  The principal business of Littlejohn Associates IV is to act as the general partner of Littlejohn Fund IV. The principal business of Littlejohn Opportunities GP is to act as the general partner of Littlejohn Opportunities Master Fund and SG Distressed Fund. Robert E. Davis and Richard E. Maybaum are the portfolio managers for Cetus Capital I and II, and Littlejohn Opportunities Master Fund and SG Distressed Fund.

 

(d) — (e)  During the last five years, none of the Reporting Persons or, to their knowledge, any of the directors or executive officers of the Reporting Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

 

13


 

(f) Cetus and Cetus II are a Delaware limited liability companies. Littlejohn Fund III and Littlejohn Fund IV are Delaware limited partnerships. Littlejohn Associates III and Littlejohn Associates IV are Delaware limited liability companies.  Littlejohn Opportunities Master Fund is a Cayman Islands limited partnership.  Littlejohn Opportunities GP is a Delaware limited liability company.

 

Item 3.         Source and Amount of Funds or Other Consideration

 

The Shares were acquired in open market purchases or through the conversion of converible notes acquired in private placement transactions, in all cases using internally generated funds of Cetus.  No funds or consideration were borrowed or obtained for the purpose of acquiring the Shares.  A total of approximately $42,071,803.10, was paid for the Shares acquired by the Reporting Persons and reported herein.

 

Item 5.         Interest in Securities of the Issuer

 

(a) — (b) As of November 7, 2013, the number of shares of the Issuer’s common stock outstanding was 47,515,155 according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2013.  As of the date hereof, the Reporting Persons are the beneficial owners of 8,638,234 Shares, which constitutes 18.18% of the Issuer’s outstanding shares of common stock.  Each of Cetus, Littlejohn Fund III and Littlejohn Associates III has the sole power to vote and sole power to dispose of 2,742,223 Shares.  Each of Cetus II, Littlejohn Fund IV and Littlejohn Associates IV has the shared power to vote and shared power to dispose of 4,159,742 Shares.  Each of Littlejohn Opportunities Master Fund and Littlejohn Opportunities GP has the sole power to vote and sole power to dispose of 1,143,680 Shares.  Each of SG Distressed Fund and Littlejohn Opportunities GP has the sole power to vote and sole power to dispose of 509,844 Shares.  Robert E. Davis has the sole power to vote and the sole power to dispose of 74,365 Shares.  Richard E. Maybaum has the sole power to vote and the sole power to dispose of 8,650 Shares.

 

(c) As a result of purchases on December 2, 2013, December 3, 2013 and December 4, 2013, the Reporting Persons’ holdings were increased to 18.18%, a 1.05% increase from the 17.13% ownership reported by the Reporting Persons in Amendment No. 2 filed on November 15, 2013.  The transactions by the Reporting Persons since Amendment No. 2 was filed on November 15, 2013 (all of which were open market purchases) are listed below.

 

14


 

TradeDate

 

Fund

 

Common Stock Acquired

 

Price Per Share($)

 

11/19/2013

 

SG Distressed Fund, LP

 

10,000

 

3.2999

 

11/19/2013

 

Cetus Capital II, LLC

 

71,000

 

3.2999

 

11/19/2013

 

Littlejohn Opportunities Master Fund L.P.

 

19,000

 

3.2999

 

11/20/2013

 

Littlejohn Opportunities Master Fund L.P.

 

11,400

 

3.29

 

11/20/2013

 

Littlejohn Opportunities Master Fund L.P.

 

15,233

 

3.30

 

11/20/2013

 

SG Distressed Fund, LP

 

6,000

 

3.29

 

11/20/2013

 

SG Distressed Fund, LP

 

8,017

 

3.30

 

11/20/2013

 

Cetus Capital II, LLC

 

42,600

 

3.29

 

11/20/2013

 

Cetus Capital II, LLC

 

56,923

 

3.30

 

12/2/2013

 

Cetus Capital II, LLC

 

49,823

 

3.3804

 

12/2/2013

 

SG Distressed Fund, LP

 

7,067

 

3.3804

 

12/2/2013

 

Littlejohn Opportunities Master Fund L.P.

 

13,781

 

3.3804

 

12/2/2013

 

Littlejohn Opportunities Master Fund L.P.

 

3,900

 

3.38

 

12/2/2013

 

SG Distressed Fund, LP

 

2,000

 

3.38

 

12/2/2013

 

Cetus Capital II, LLC

 

14,100

 

3.38

 

12/3/2013

 

Littlejohn Opportunities Master Fund L.P.

 

24,702

 

3.3539

 

12/3/2013

 

Cetus Capital II, LLC

 

89,308

 

3.3539

 

12/3/2013

 

SG Distressed Fund, LP

 

12,668

 

3.3539

 

12/4/2013

 

SG Distressed Fund, LP

 

834

 

3.36

 

12/4/2013

 

Littlejohn Opportunities Master Fund L.P.

 

1,627

 

3.36

 

12/4/2013

 

Cetus Capital II, LLC

 

17,413

 

3.38

 

12/4/2013

 

Littlejohn Opportunities Master Fund L.P.

 

4,817

 

3.38

 

12/4/2013

 

Cetus Capital II, LLC

 

5,883

 

3.36

 

12/4/2013

 

SG Distressed Fund, LP

 

2,470

 

3.38

 

 

Except as set forth above, there have been no transactions with respect to the Shares by the Reporting Persons since Amendment No. 2 was filed on November 15, 2013 or, to their knowledge, by any executive officer or director of the Reporting Persons.

 

(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.

 

(e) Not applicable.

 

15


 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 5, 2013

/s/ Robert E. Davis

 

Robert E. Davis

 

 

 

 

Dated: December 5, 2013

/s/ Richard E. Maybaum

 

Richard E. Maybaum

 

 

 

 

Dated: December 5, 2013

Cetus Capital, LLC

 

 

 

By: Littlejohn Fund III, L.P., manager

 

By: Littlejohn Associates III, L.L.C., its general partner

 

 

 

 

 

Name:

/s/ Robert E. Davis

 

By:

Robert E. Davis, authorized signatory

 

 

 

 

Dated: December 5, 2013

Littlejohn Fund III, L.P.

 

 

 

By: Littlejohn Associates III, L.L.C., its general partner

 

 

 

 

 

Name:

/s/ Robert E. Davis

 

By:

Robert E. Davis, authorized signatory

 

 

 

 

Dated: December 5, 2013

Littlejohn Associates III, L.L.C.

 

 

 

 

 

Name:

/s/ Robert E. Davis

 

By:

Robert E. Davis, authorized signatory

 

 

 

 

Dated: December 5, 2013

Cetus Capital II, LLC

 

 

 

By: Littlejohn Fund IV, L.P., manager

 

By: Littlejohn Associates IV, L.L.C., its general partner

 

 

 

 

 

Name:

/s/ Robert E. Davis

 

By:

Robert E. Davis, authorized signatory

 

 

Dated: December 5, 2013

Littlejohn Fund IV, L.P.

 

 

 

By: Littlejohn Associates IV, L.L.C., its general partner

 

 

 

 

 

Name:

/s/ Robert E. Davis

 

By:

Robert E. Davis, authorized signatory

 

16


 

Dated: December 5, 2013

Littlejohn Associates IV, L.L.C.

 

 

 

 

 

Name:

/s/ Robert E. Davis

 

By:

Robert E. Davis, authorized signatory

 

 

 

 

Dated: December 5, 2013

Littlejohn Opportunities Master Fund LP

 

 

 

By: Littlejohn Opportunities GP LLC, its general partner

 

 

 

 

 

Name:

/s/ Robert E. Davis

 

By:

Robert E. Davis, authorized signatory

 

 

 

 

 

SG Distressed Fund, LP

Dated: December 5, 2013

 

 

By: Littlejohn Opportunities GP LLC, its general partner

 

 

 

 

 

Name:

/s/ Robert E. Davis

 

By:

Robert E. Davis, authorized signatory

 

 

 

 

Dated: December 5, 2013

Littlejohn Opportunities GP LLC

 

 

 

 

 

Name:

/s/ Robert E. Davis

 

By:

Robert E. Davis, authorized signatory

 

17