0001193125-14-192757.txt : 20140509 0001193125-14-192757.hdr.sgml : 20140509 20140509171641 ACCESSION NUMBER: 0001193125-14-192757 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140509 DATE AS OF CHANGE: 20140509 GROUP MEMBERS: ANNA M. ALKEMA GROUP MEMBERS: ROBERT R. ALKEMA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Malibu Boats, Inc. CENTRAL INDEX KEY: 0001590976 STANDARD INDUSTRIAL CLASSIFICATION: SHIP & BOAT BUILDING & REPAIRING [3730] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87995 FILM NUMBER: 14830226 BUSINESS ADDRESS: STREET 1: 5075 KIMBERLY WAY CITY: LOUDON STATE: TN ZIP: 37774 BUSINESS PHONE: 865-458-5478 MAIL ADDRESS: STREET 1: 5075 KIMBERLY WAY CITY: LOUDON STATE: TN ZIP: 37774 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Merced OKR, LLC CENTRAL INDEX KEY: 0001600394 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 11204 CHILDS AVENUE CITY: MERCED STATE: CA ZIP: 95333 BUSINESS PHONE: 209-382-0532 MAIL ADDRESS: STREET 1: 11204 CHILDS AVENUE CITY: MERCED STATE: CA ZIP: 95333 SC 13G/A 1 d722303dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

(Amendment No. 1)*

 

 

MALIBU BOATS, INC.

(Name of Issuer)

Class A Common Stock, par value $0.01

(Title of Class of Securities)

56117J100

(CUSIP Number)

February 5, 2014

(Date of Event Which Requires the 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 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. 56117J100   Page 2 of 7 Pages

 

  1   

Names of Reporting Persons

 

Merced OKR, LLC

  2  

Check the Appropriate Box if a Member of a Group

 

(a)  x        (b)  ¨

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

California

Number of

shares

beneficially

owned by

each

reporting

person

with

     

Sole Voting Power

 

0

   6   

Shared Voting Power

 

0

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

0

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

01

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

¨

11  

Percent of Class Represented by Amount in Row (9)

 

0%

12  

Type of Reporting Person

 

PN

 

1  This Amendment No. 1 to Schedule 13G is being filed because at the time of filing the original Schedule 13G filed on February 18, 2014, the reporting persons identified on the Schedule 13G were not beneficial owners, and are not currently beneficial owners, of the Issuer’s Class A Common Stock, par value $0.01 per share (“Class A Common Stock”). The reporting persons are not deemed to own shares of Class A Common Stock through the ownership of Units in Malibu Boats Holdings, LLC (the “LLC Units”) held by Merced OKR, LLC (“Merced”) because if Merced were to request an exchange of the LLC Units to Class A Common Stock, the Issuer may, at the Issuer’s option, other than in the event of a change in control, elect to pay cash equal to the market value of the Class A Common Stock to Merced.


CUSIP No. 56117J100   Page 3 of 7 Pages

 

  1   

Names of Reporting Persons

 

Robert R. Alkema

  2  

Check the Appropriate Box if a Member of a Group

 

(a)  x        (b)  ¨

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

California

Number of

shares

beneficially

owned by

each

reporting

person

with

     

Sole Voting Power

 

0

   6   

Shared Voting Power

 

0

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

0

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

02

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

¨

11  

Percent of Class Represented by Amount in Row (9)

 

0%

12  

Type of Reporting Person

 

IN

 

2  See footnote (1)


CUSIP No. 56117J100   Page 4 of 7 Pages

 

  1   

Names of Reporting Persons

 

Anna M. Alkema

  2  

Check the Appropriate Box if a Member of a Group

 

(a)  x        (b)  ¨

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

California

Number of

shares

beneficially

owned by

each

reporting

person

with

     

Sole Voting Power

 

0

   6   

Shared Voting Power

 

0

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

0

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

03

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

¨

11  

Percent of Class Represented by Amount in Row (9)

 

0%

12  

Type of Reporting Person

 

IN

 

3  See footnote (1)


CUSIP No. 56117J100

  Page 5 of 7 Pages

 

Explanatory Note

This Amendment No. 1 to Schedule 13G is being filed because at the time of filing the original Schedule 13G on February 18, 2014, the reporting persons identified herein were not beneficial owners, and are not currently beneficial owners, of the Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”) of the Issuer as discussed in Item 4 below.

Item 1(a). Name of Issuer: Malibu Boats, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices: 5075 Kimberly Way, Loudon, TN 37774.

Item 2(a), (c). Name of Person Filing, Citizenship: This statement is being filed by the following Reporting Persons:

 

  1) Merced OKR, LLC, a California limited liability company (“Merced”)

 

  2) Robert R. Alkema, a U.S. citizen

 

  3) Anna M. Alkema, a U.S. citizen

Item 2(b). Address of Principal Business Office or, if None, Residence: The principal business office or residence of each Reporting Person is 11204 Childs Ave., Le Grand, CA 98333.

Item 2(d). Title of Class of Securities: This statement on Schedule 13G relates to the Issuer’s Class A Common Stock.

Item 2(e). CUSIP Number: 56117J100.

Item 3. Not applicable.

Item 4. Ownership.

None. The Reporting Persons currently hold 1,142,767 Units in Malibu Boat Holdings, LLC (the “LLC Units”). Pursuant to the terms of an exchange agreement, the holder of the LLC Units has a right to exchange the LLC Units for shares of the Issuer’s Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, or at the Issuer’s option, other than in the event of a change in control, for a cash payment equal to the market value of the Class A Common Stock.

The Reporting Persons are not deemed to beneficially own shares of the Issuer’s Class A Common Stock through the ownership of the LLC Units held by Merced because if Merced were to request an exchange of the LLC Units to Class A Common Stock, the Issuer may, at the Issuer’s option, other than in the event of a change in control, elect to pay cash equal to the market value of the Class A Common Stock to Merced.

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 or 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.

Items 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. See Exhibit 2.

Item 9. Notice of Dissolution of Group. Not applicable.

Item 10. Certifications. 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 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, other than activities solely in connection with a nomination under § 240.14a-11.


CUSIP No. 56117J100

  Page 6 of 7 Pages

 

SIGNATURES

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: May 9, 2014
MERCED OKR, LLC
By:   /s/ Robert R. Alkema
Name:   Robert R. Alkema
Title:   Managing Member
ROBERT R. ALKEMA
/s/ Robert R. Alkema
ANNA M. ALKEMA
/s/ Anna M. Alkema


CUSIP No. 56117J100

  Page 7 of 7 Pages

 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

1   Joint Filing Agreement among Merced OKR, LLC, Robert R. Alkema and Anna M. Alkema*
2   Identification and Classification of Members of the Group*

 

* Previously filed