0001521536-13-000817.txt : 20130927 0001521536-13-000817.hdr.sgml : 20130927 20130927084739 ACCESSION NUMBER: 0001521536-13-000817 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130927 DATE AS OF CHANGE: 20130927 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZOLTEK COMPANIES INC CENTRAL INDEX KEY: 0000890923 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 431311101 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50421 FILM NUMBER: 131118113 BUSINESS ADDRESS: STREET 1: 3101 MCKELVEY RD CITY: ST LOUIS STATE: MO ZIP: 63044 BUSINESS PHONE: 3142915110 MAIL ADDRESS: STREET 1: 3101 MCKELVEY ROAD CITY: ST LOUIS STATE: MO ZIP: 63044 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Quinpario Partners LLC CENTRAL INDEX KEY: 0001570669 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 12935 NORTH FORTY DRIVE STREET 2: SUITE 201 CITY: ST. LOUIS STATE: MO ZIP: 63141 BUSINESS PHONE: (314) 548-6200 MAIL ADDRESS: STREET 1: 12935 NORTH FORTY DRIVE STREET 2: SUITE 201 CITY: ST. LOUIS STATE: MO ZIP: 63141 SC 13D/A 1 sc13da209241002_09262013.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 2)1

Zoltek Companies, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

98975W104
(CUSIP Number)
 
JEFFRY N. QUINN
QUINPARIO PARTNERS LLC
12935 North Forty Drive, Suite 201
St. Louis, Missouri 63141
(314) 548-6200 

STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 27, 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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

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.


_______________
1              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. 98975W104
 
1
NAME OF REPORTING PERSON
 
QUINPARIO PARTNERS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
MISSOURI
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
150,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
150,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
150,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
2

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
JEFFRY N. QUINN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
388,200
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
388,200
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
388,200
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.1%
14
TYPE OF REPORTING PERSON
 
IN
 
 
3

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
FRONTFOUR MASTER FUND, LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
213,592
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
213,592
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
213,592
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

 
4

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
FRONTFOUR OPPORTUNITY FUND LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
BRITISH COLUMBIA, CANADA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
35,564
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
35,564
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
35,564
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

 
5

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
FRONTFOUR CAPITAL GROUP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
494,228
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
494,228
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
494,228
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
14
TYPE OF REPORTING PERSON
 
IA

 
6

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
FRONTFOUR CAPITAL CORP.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
BRITISH COLUMBIA, CANADA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
35,564
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
35,564
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
35,564
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

 
7

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
STEPHEN LOUKAS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
529,792
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
529,792
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
529,792
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.5%
14
TYPE OF REPORTING PERSON
 
IN

 
8

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
DAVID A. LORBER
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
529,792
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
529,792
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
529,792
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.5%
14
TYPE OF REPORTING PERSON
 
IN

 
9

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
ZACHARY GEORGE
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
529,792
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
529,792
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
529,792
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.5%
14
TYPE OF REPORTING PERSON
 
IN

 
10

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
J. GOLDMAN MASTER FUND, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
BRITISH VIRGIN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
704,114
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
704,114
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
704,114
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.0%
14
TYPE OF REPORTING PERSON
 
PN

 
11

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
J. GOLDMAN & CO., L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
704,114
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
704,114
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
704,114
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.0%
14
TYPE OF REPORTING PERSON
 
PN

 
12

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
J. GOLDMAN CAPITAL MANAGEMENT, INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
704,114
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
704,114
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
704,114
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.0%
14
TYPE OF REPORTING PERSON
 
CO

 
13

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
JAY G. GOLDMAN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
704,114
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
704,114
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
704,114
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.0%
14
TYPE OF REPORTING PERSON
 
IN

 
14

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
SCOGGIN CAPITAL MANAGEMENT II LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
577,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
577,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
577,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.7%
14
TYPE OF REPORTING PERSON
 
OO

 
15

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
SCOGGIN INTERNATIONAL FUND, LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
577,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
577,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
577,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.7%
14
TYPE OF REPORTING PERSON
 
CO

 
16

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
SCOGGIN WORLDWIDE FUND, LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
273,553
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
273,553
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
273,553
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

 
17

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
SCOGGIN LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
NEW YORK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,427,553
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,427,553
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,427,553
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.2%
14
TYPE OF REPORTING PERSON
 
OO

 
18

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
OLD BELLOWS PARTNERS LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
273,553
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
273,553
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
273,553
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
19

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
OLD BELL ASSOCIATES LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
NEW YORK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
273,553
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
273,553
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
273,553
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
20

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
DEV CHODRY
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
273,553
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
273,553
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
273,553
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN

 
21

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
CRAIG EFFRON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,427,553
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,427,553
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,427,553
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.2%
14
TYPE OF REPORTING PERSON
 
IN

 
22

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
CURTIS SCHENKER
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,427,553
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,427,553
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,427,553
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.2%
14
TYPE OF REPORTING PERSON
 
IN

 
23

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
ARTHUR WRUBEL
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
430,937
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
430,937
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
430,937
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.3%
14
TYPE OF REPORTING PERSON
 
IN

 
24

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
WALTER THOMAS JAGODINSKI
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
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%
14
TYPE OF REPORTING PERSON
 
IN

 
25

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
JAMES P. HEFFERNAN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
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%
14
TYPE OF REPORTING PERSON
 
IN

 
26

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
EDGAR G. HOTARD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
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%
14
TYPE OF REPORTING PERSON
 
IN

 
27

 
CUSIP NO. 98975W104
 
1
NAME OF REPORTING PERSON
 
JOHN RUTLEDGE
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
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%
14
TYPE OF REPORTING PERSON
 
IN

 
28

 
CUSIP NO. 98975W104
 
The following constitutes the Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”).  This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 2.
Identity and Background.
 
Item 2 is hereby amended to add the following:
 
In connection with the announcement by the Issuer that it has entered into a definitive merger agreement with a third party, the Reporting Persons have terminated the Joint Filing and Solicitation Agreement (as described in further detail in Item 6).  Accordingly, the Reporting Persons shall no longer be members of a Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 2.

Item 5.
Interest in Securities of the Issuer.
 
Item 5(a) is hereby amended to add the following:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 34,390,922 Shares outstanding, as of August 9, 2013, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2013.
 
Item 5(e) is hereby amended and restated to read as follows:
 
(e)           As of September 27, 2013, the Reporting Persons ceased to be the beneficial owners in the aggregate of more than 5% of the outstanding Shares of the Issuer.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On September 27, 2013, the Reporting Persons terminated the Joint Filing and Solicitation Agreement.  A copy of such termination agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibit:
 
99.1           Termination of the Joint Filing and Solicitation Agreement, dated September 27, 2013.
 
 
29

 
CUSIP NO. 98975W104
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  September 27, 2013
 
 
QUINPARIO PARTNERS LLC
   
 
By:
/s/ Jeffry N. Quinn
   
Name:
Jeffry N. Quinn
   
Title:
Chief Executive Officer


   
 
/s/ Jeffry N. Quinn
 
JEFFRY N. QUINN, Individually and as Attorney in Fact for Walter Thomas Jagodinski, James P. Heffernan, Edward G. Hotard and Dr. John Rutledge

 
30

 
CUSIP NO. 98975W104

 
J. GOLDMAN MASTER FUND, L.P.
   
  By:
J. Goldman & Co., L.P.
as Investment Adviser
   
 
By:
/s/ Jay G. Goldman
   
Name:
Jay G. Goldman
   
Title:
President


 
J. GOLDMAN & CO., L. P.
   
 
By:
/s/ Jay G. Goldman
   
Name:
Jay G. Goldman
   
Title:
President


 
J. GOLDMAN CAPITAL MANAGEMENT, INC.
   
 
By:
/s/ Jay G. Goldman
   
Name:
Jay G. Goldman
   
Title:
Director


   
 
/s/ Jay G. Goldman
 
JAY G. GOLDMAN
 
 
31

 
CUSIP NO. 98975W104

 
FRONTFOUR CAPITAL GROUP LLC
   
 
By:
/s/ Stephen Loukas
   
Name:
Stephen Loukas
   
Title:
Authorized Signatory


 
FRONTFOUR MASTER FUND, LTD
   
  By:
FrontFour Capital Group LLC
as Investment Manager
   
 
By:
/s/ Stephen Loukas
   
Name:
Stephen Loukas
   
Title:
Authorized Signatory


 
FRONTFOUR OPPORTUNITY FUND LTD.
   
  By:
FrontFour Capital Corp.
as Investment Manager
   
 
By:
/s/ Stephen Loukas
   
Name:
Stephen Loukas
   
Title:
Authorized Signatory


 
FRONTFOUR CAPITAL CORP.
   
 
By:
/s/ Stephen Loukas
   
Name:
Stephen Loukas
   
Title:
Authorized Signatory


   
 
/s/ Stephen Loukas
 
STEPHEN LOUKAS, Individually and as Attorney in Fact for David A. Lorber and Zachary George

 
32

 
CUSIP NO. 98975W104

 
SCOGGIN CAPITAL MANAGEMENT II LLC
   
  By:
Scoggin LLC
as Investment Manager
   
 
By:
/s/ Craig Effron
   
Name:
Craig Effron
   
Title:
Member


 
SCOGGIN INTERNATIONAL FUND LTD.
   
  By:
Scoggin LLC
as Investment Manager
   
 
By:
/s/ Craig Effron
   
Name:
Craig Effron
   
Title:
Member


 
SCOGGIN WORLDWIDE FUND LTD
   
  By:
Old Bellows Partners LP
as Investment Manager
 
  By:
Old Bellows Associates LLC
as General Partner
 
 
By:
/s/ Dev Chodry
   
Name:
Dev Chodry
   
Title:
Managing Member


 
SCOGGIN LLC
   
 
By:
/s/ Craig Effron
   
Name:
Craig Effron
   
Title:
Member


 
OLD BELLOWS PARTNERS LP
  By:
Old Bellows Associates LLC
as General Partner
 
 
By:
/s/ Dev Chodry
   
Name:
Dev Chodry
   
Title:
Managing Member

 
33

 
CUSIP NO. 98975W104

 
OLD BELLOWS ASSOCIATES LLC
   
 
By:
/s/ Dev Chodry
   
Name:
Dev Chodry
   
Title:
Managing Member


   
   
 
/s/ Craig Effron
 
CRAIG EFFRON


   
   
 
/s/ Curtis Schenker
 
CURTIS SCHENKER


   
   
 
/s/ Dev Chodry
 
DEV CHODRY

 
34

 
CUSIP NO. 98975W104


   
 
/s/ Arthur Wrubel
 
ARTHUR WRUBEL
 
 

 
35

 
EX-99.1 2 ex991to13da209241002_092613.htm TERMINATION OF JOINT AGREEMENT ex991to13da209241002_092613.htm
Exhibit 99.1
 
TERMINATION OF JOINT FILING AND SOLICITATION AGREEMENT
 
September 27, 2013
 

 
Each of the undersigned is a party to that certain Joint Filing and Solicitation Agreement, dated February 28, 2013 (the “Group Agreement”).  Each of the undersigned hereby agrees that the Group Agreement is terminated effective immediately based upon the announcement by Zoltek Companies, Inc. that it has entered into a definitive merger agreement with a third party.
 
 [Signature page follows]
 
 
 

 
 
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written.
 
 
QUINPARIO PARTNERS LLC
   
 
By:
/s/ Jeffry N. Quinn
   
Name:
Jeffry N. Quinn
   
Title:
Chief Executive Officer


   
 
/s/ Jeffry N. Quinn
 
JEFFRY N. QUINN, Individually and as Attorney in Fact for Walter Thomas Jagodinski, James P. Heffernan, Edward G. Hotard and Dr. John Rutledge

 
 

 

 
J. GOLDMAN MASTER FUND, L.P.
   
  By:
J. Goldman & Co., L.P.
as Investment Adviser
   
 
By:
/s/ Jay G. Goldman
   
Name:
Jay G. Goldman
   
Title:
President


 
J. GOLDMAN & CO., L. P.
   
 
By:
/s/ Jay G. Goldman
   
Name:
Jay G. Goldman
   
Title:
President


 
J. GOLDMAN CAPITAL MANAGEMENT, INC.
   
 
By:
/s/ Jay G. Goldman
   
Name:
Jay G. Goldman
   
Title:
Director


   
 
/s/ Jay G. Goldman
 
JAY G. GOLDMAN
 
 
 

 

 
FRONTFOUR CAPITAL GROUP LLC
   
 
By:
/s/ Stephen Loukas
   
Name:
Stephen Loukas
   
Title:
Authorized Signatory


 
FRONTFOUR MASTER FUND, LTD
   
  By:
FrontFour Capital Group LLC
as Investment Manager
   
 
By:
/s/ Stephen Loukas
   
Name:
Stephen Loukas
   
Title:
Authorized Signatory


 
FRONTFOUR OPPORTUNITY FUND LTD.
   
  By:
FrontFour Capital Corp.
as Investment Manager
   
 
By:
/s/ Stephen Loukas
   
Name:
Stephen Loukas
   
Title:
Authorized Signatory


 
FRONTFOUR CAPITAL CORP.
   
 
By:
/s/ Stephen Loukas
   
Name:
Stephen Loukas
   
Title:
Authorized Signatory


   
 
/s/ Stephen Loukas
 
STEPHEN LOUKAS, Individually and as Attorney in Fact for David A. Lorber and Zachary George

 
 

 

 
SCOGGIN CAPITAL MANAGEMENT II LLC
   
  By:
Scoggin LLC
as Investment Manager
   
 
By:
/s/ Craig Effron
   
Name:
Craig Effron
   
Title:
Member


 
SCOGGIN INTERNATIONAL FUND LTD.
   
  By:
Scoggin LLC
as Investment Manager
   
 
By:
/s/ Craig Effron
   
Name:
Craig Effron
   
Title:
Member


 
SCOGGIN WORLDWIDE FUND LTD
   
  By:
Old Bellows Partners LP
as Investment Manager
 
  By:
Old Bellows Associates LLC
as General Partner
 
 
By:
/s/ Dev Chodry
   
Name:
Dev Chodry
   
Title:
Managing Member


 
SCOGGIN LLC
   
 
By:
/s/ Craig Effron
   
Name:
Craig Effron
   
Title:
Member


 
OLD BELLOWS PARTNERS LP
  By:
Old Bellows Associates LLC
as General Partner
 
 
By:
/s/ Dev Chodry
   
Name:
Dev Chodry
   
Title:
Managing Member

 
 

 

 
OLD BELLOWS ASSOCIATES LLC
   
 
By:
/s/ Dev Chodry
   
Name:
Dev Chodry
   
Title:
Managing Member


   
   
 
/s/ Craig Effron
 
CRAIG EFFRON


   
   
 
/s/ Curtis Schenker
 
CURTIS SCHENKER


   
   
 
/s/ Dev Chodry
 
DEV CHODRY

 
 

 


   
 
/s/ Arthur Wrubel
 
ARTHUR WRUBEL