0001144204-14-009302.txt : 20140214 0001144204-14-009302.hdr.sgml : 20140214 20140214121125 ACCESSION NUMBER: 0001144204-14-009302 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: GOLUB DEBENTURE GP, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OTELCO INC. CENTRAL INDEX KEY: 0001288359 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 522128395 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80476 FILM NUMBER: 14613218 BUSINESS ADDRESS: STREET 1: 505 THIRD AVE E CITY: ONEONTA STATE: AL ZIP: 35121 BUSINESS PHONE: 205-625-3574 MAIL ADDRESS: STREET 1: 505 THIRD AVE E CITY: ONEONTA STATE: AL ZIP: 35121 FORMER COMPANY: FORMER CONFORMED NAME: RURAL LEC ACQUISITION LLC DATE OF NAME CHANGE: 20040423 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEG Partners Debenture SBIC, L.P. CENTRAL INDEX KEY: 0001496234 IRS NUMBER: 134038809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 551 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-750-6060 MAIL ADDRESS: STREET 1: 551 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 v367845_13ga.htm SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

(Amendment No. 1)*

 

 

 

Otelco Inc.
(Name of Issuer)
 
Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)
 
688823301
(CUSIP Number)
 
December 31, 2013
(Date of Event which Requires Filing of this Statement)
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[   ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[   ] 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).

 
 

 

CUSIP No. 688823301 13G Page 2 of 8 Pages

 


1

NAMES OF REPORTING PERSONS

 

LEG Partners Debenture SBIC, L.P.

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(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

 

129,678

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

129,678

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

129,678

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES

 

 

      [     ]
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.5%1

 

12

TYPE OF REPORTING PERSON

 

PN

 

             

 

 


1 The percentages used in this Schedule 13G are calculated based upon the shares issued and outstanding as of November 12, 2013, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 12, 2013.

 

 

 
 

 

CUSIP No. 688823301 13G Page 3 of 8 Pages

 

1

NAMES OF REPORTING PERSONS

 

Golub Debenture GP, LLC

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(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

 

129,678

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

129,678

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

129,678

 

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES

 

 

      [  ]
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.5%

 

12

TYPE OF REPORTING PERSON

 

OO

 

             
 
 

 

CUSIP No. 688823301 13G Page 4 of 8 Pages

 

Item 1. (a)

Name of Issuer:

 

Otelco Inc.

     
  (b) Address of Issuer’s Principal Executive Offices:
     
   

505 Third Avenue East

Oneonta, AL 35121

     
Item 2. (a)

Name of Persons Filing:

 

LEG Partners Debenture SBIC, L.P.

Golub Debenture GP, LLC

     
  (b) Address of Principal Business Office:
     
    (i)

LEG Partners Debenture SBIC, L.P.

150 South Wacker Drive

Chicago, IL 60606

 

    (ii)

Golub Debenture GP, LLC

150 South Wacker Drive

Chicago, IL 60606

     
  (c) Citizenship:
     
   

LEG Partners Debenture SBIC, L.P. is a Delaware limited partnership.

Golub Debenture GP, LLC is a Delaware limited liability company.

     
  (d)

Title of Class of Securities:

 

Class A Common Stock, $0.01 par value per share (the “Common Stock”)

 

     
  (e)

CUSIP Number:

 

688823301

     

 

 
 

 

CUSIP No. 688823301 13G Page 5 of 8 Pages

 

Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
     
  (a) [    ] Broker or dealer registered under Section 15 of the Act.
  (b) [    ] Bank as defined in Section 3(a)(6) of the Act.
  (c) [    ] Insurance company as defined in Section 3(a)(19) of the Act.
  (d)

[    ] Investment company registered under Section 8 of the Investment

Company Act of 1940.

  (e)

[    ] An investment adviser in accordance with Section

240.13d-1(b)(1)(ii)(E).

  (f)

[    ] An employee benefit plan or endowment fund in accordance with

Section 240.13d-1(b)(1)(ii)(F).

  (g)

[    ] A parent holding company or control person in accordance with

Section 240.13d-1(b)(1)(ii)(G).

  (h)

[    ] A savings associations as defined in Section 3(b) of the Federal

Deposit Insurance Act.

  (i)

[    ] A church plan that is excluded from the definition of an investment

company under Section 3(c)(14) of the Investment Company Act

of 1940.

  (j)

[    ] A non-U.S. institution in accordance with Section 240.13d-1(b)(1)

(ii)(J).

  (k) [    ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).
     
  If filing as a non-U.S. institution in accordance with Section 240.13d-1
  (b)(1)(ii)(J), please specify the type of institution:  
     
     
             
 
 

 

CUSIP No. 688823301 13G Page 6 of 8 Pages

 

Item 4. Ownership.    
         
  (a)

Amount Beneficially Owned:

 

   
    (i) LEG Partners Debenture SBIC, L.P.:   129,678
    (ii) Golub Debenture GP, LLC:   129,678
         
  (b) Percent of Class:    
         
    (i) LEG Partners Debenture SBIC, L.P.:   4.5%
    (ii) Golub Debenture GP, LLC:   4.5%
         
  (c) Number of Shares as to which the person has:    
         
  (i)

sole power to vote or to direct the vote:

 

   
    (i) LEG Partners Debenture SBIC, L.P.:   0
    (ii) Golub Debenture GP, LLC:   0
         
  (ii)

shared power to vote or direct the vote:

 

   
    (i) LEG Partners Debenture SBIC, L.P.:   129,678
    (ii) Golub Debenture GP, LLC:   129,678
         
  (iii) sole power to dispose or direct the disposition of:    
           
    (i) LEG Partners Debenture SBIC, L.P. :   0
    (ii) Golub Debenture GP, LLC:   0
         
  (iv)

shared power to dispose or to direct the disposition of:

 

   
    (i) LEG Partners Debenture SBIC, L.P.:   129,678
    (ii) Golub Debenture GP, LLC:   129,678
         
                 

 

LEG Partners Debenture SBIC, L.P. (“LEG Partners”) is the record owner of 129,678 shares of Common Stock. Golub Debenture GP, LLC does not directly own any shares of Common Stock, but by virtue of its positions as the general partner and investment adviser of LEG Partners, Golub Debenture GP, LLC has voting and investment control over and may be deemed to beneficially own the shares of Common Stock held by LEG Partners.

 

 
 
 

 

CUSIP No. 688823301 13G Page 7 of 8 Pages

 

Item 5. Ownership of Five Percent or Less of a Class:
   

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.

     

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person:
   

 

Not applicable

     
Item 7. Identification and Classification of Subsidiaries Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
     
   

Not Applicable.

 

Item 8. Identification and Classification of Members of the Group.
   

 

Not applicable

     
Item 9. Notice of Dissolution of Group.
     
   

Not Applicable.

 

Item 10. Certification:
     
         

 

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above 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.

 
 

 

CUSIP No. 688823301 13G Page 8 of 8 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, 2014
       
       
   

LEG PARTNERS DEBENTURE SBIC, L.P

 

By: Golub Debenture GP, LLC, its General Partner

 

 

By:  /s/ Gregory W. Cashman                      

Name: Gregory W. Cashman

Title: Vice President

 

 

 

GOLUB DEBENTURE GP, LLC

 

 

By:  /s/ Gregory W. Cashman                      

Name: Gregory W. Cashman

Title: Vice President