0001104659-13-010650.txt : 20130214 0001104659-13-010650.hdr.sgml : 20130214 20130214132950 ACCESSION NUMBER: 0001104659-13-010650 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: APOLLO ALST HOLDCO, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALST Casino Holdco, LLC CENTRAL INDEX KEY: 0001527705 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 452487922 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86660 FILM NUMBER: 13610337 BUSINESS ADDRESS: STREET 1: 2711 CENTERVILLE ROAD, SUITE 400 CITY: WILMINGTON STATE: DE ZIP: 19808 BUSINESS PHONE: 302-636-5401 MAIL ADDRESS: STREET 1: 2711 CENTERVILLE ROAD, SUITE 400 CITY: WILMINGTON STATE: DE ZIP: 19808 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Apollo ALST Voteco, LLC CENTRAL INDEX KEY: 0001542274 IRS NUMBER: 452562310 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD STREET 2: SUITE 201 CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 914-694-8000 MAIL ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD STREET 2: SUITE 201 CITY: PURCHASE STATE: NY ZIP: 10577 SC 13G/A 1 a13-5099_4sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Amendment No. 1)*

 

Under the Securities Exchange Act of 1934

ALST Casino Holdco, LLC

(Name of Issuer)

Common Units

(Title of Class of Securities)

 

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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. 

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).

Apollo ALST Holdco, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

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

 

6

Shared Voting Power
0 common units

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
85,086 common units*

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
85,086 common units

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
19.7%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

*  As a result of the Pledge Agreement dated July 5, 2012 by and between North LV Holdco II, LLC and Apollo ALST Holdco, LLC, the Reporting Persons (as defined below) may be deemed to beneficially own the common units.  The Reporting Persons disclaim beneficial ownership of all of the common units included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

2


 

CUSIP No. 

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).

Apollo ALST Voteco, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

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

 

6

Shared Voting Power
0 common units

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
85,086 common units*

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
85,086 common units

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
19.7%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

*  As a result of the Pledge Agreement dated July 5, 2012 by and between North LV Holdco II, LLC and Apollo ALST Holdco, LLC, the Reporting Persons (as defined below) may be deemed to beneficially own the common units.  The Reporting Persons disclaim beneficial ownership of all of the common units included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

3


 

Item 1.

 

(a)

Name of Issuer
ALST Casino Holdco, LLC

 

(b)

Address of Issuer’s Principal Executive Offices

2711 Centerville Road, Suite 400

Wilmington, DE  19808

 

Item 2.

 

(a)

Name of Person Filing
This statement is filed by (i) Apollo ALST Holdco, LLC (“Apollo Holdco”), and (ii) Apollo ALST Voteco, LLC (“Apollo Voteco”).  Apollo Holdco holds common units of the Issuer.  Apollo Voteco holds all of the voting membership interests in Apollo Holdco and serves as its managing member and as such has the right to vote and dispose of the Issuer’s common units held by Apollo Holdco.  Leon Black, Joshua Harris and Marc Rowan are the members of Apollo Voteco, which is managed by its members.  The members of Apollo Voteco act by majority vote of all of the current members, including with respect to any decision to exercise Apollo Holdco’s voting, governance, transfer or economic rights in the common units of the Issuer held by Apollo Holdco.  Apollo Holdco and Apollo Voteco are collectively referred to herein as the “Reporting Persons.”

 

(b)

Address of Principal Business Office or, if none, Residence
The principal office of Apollo Holdco and Apollo Voteco is One Manhattanville Road, Suite 201, Purchase, New York 10577.

 

(c)

Citizenship
Apollo Holdco and Apollo Voteco are each Delaware limited liability companies.

 

(d)

Title of Class of Securities
Common units

 

(e)

CUSIP Number
Not applicable.

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

4


 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:   

Apollo Holdco:       85,086 common units

Apollo Voteco:       85,086 common units

 

As a result of the Pledge Agreement dated July 5, 2012 by and between North LV Holdco, LLC and Apollo ALST Holdco, LLC, the Reporting Persons may be deemed to beneficially own the common units included in this report. Each of the Reporting Persons and Messrs. Leon Black, Joshua Harris and Marc Rowan, the members of Apollo Voteco, disclaim beneficial ownership of all of the common units included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

(b)

Percent of class:   

Apollo Holdco:       19.7%

Apollo Voteco:       19.7%

 

The percentage amounts are based upon 432,213 common units outstanding as of October 31, 2012, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2012.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0 for all Reporting Persons.

 

 

(ii)

Shared power to vote or to direct the vote:    

0 for all Reporting Persons.

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0 for all Reporting Persons.

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

Apollo Holdco:       85,086 common units

Apollo Voteco:       85,086 common units

 

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 five percent of the class of securities, check the following   o

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

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.

 

Not applicable.

 

[The remainder of this page intentionally left blank.]

 

5


 

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

 

 

APOLLO ALST HOLDCO, LLC

 

 

 

By:

Apollo ALST Voteco, LLC

 

 

its managing member

 

 

 

 

 

By:

/s/ Marc J. Rowan

 

 

 

Marc J. Rowan

 

 

 

Vice President

 

 

 

APOLLO ALST VOTECO, LLC

 

 

 

By:

/s/ Marc J. Rowan

 

 

Marc J. Rowan

 

 

Vice President

 

6