0001104659-06-013985.txt : 20060303 0001104659-06-013985.hdr.sgml : 20060303 20060303165244 ACCESSION NUMBER: 0001104659-06-013985 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060303 DATE AS OF CHANGE: 20060303 GROUP MEMBERS: AEC ASSOCIATES, L.L.C. GROUP MEMBERS: RONALD W. BURKLE GROUP MEMBERS: YUCAIPA AEC ASSOCIATES, LLC GROUP MEMBERS: YUCAIPA ONE-STOP PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOURCE INTERLINK COMPANIES INC CENTRAL INDEX KEY: 0000943605 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DIRECT MAIL ADVERTISING SERVICES [7331] IRS NUMBER: 431710906 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52723 FILM NUMBER: 06664680 BUSINESS ADDRESS: STREET 1: 27500 RIVERVIEW CENTER BLVD. STREET 2: SUITE 400 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: (239) 949-4450 MAIL ADDRESS: STREET 1: 27500 RIVERVIEW CENTER BLVD. STREET 2: SUITE 400 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FORMER COMPANY: FORMER CONFORMED NAME: SOURCE INFORMATION MANAGEMENT CO DATE OF NAME CHANGE: 19970801 FORMER COMPANY: FORMER CONFORMED NAME: SOURCE CO DATE OF NAME CHANGE: 19950614 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OA3, LLC CENTRAL INDEX KEY: 0001309734 IRS NUMBER: 954678100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O YUCAIPA COMPANIES STREET 2: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 BUSINESS PHONE: (310) 228-2894 MAIL ADDRESS: STREET 1: C/O YUCAIPA COMPANIES STREET 2: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 SC 13D/A 1 a06-6254_1sc13da.htm AMENDMENT

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

SOURCE INTERLINK COMPANIES, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

836151209

(CUSIP Number)

Robert P. Bermingham
The Yucaipa Companies, LLC
9130 W. Sunset Blvd
Los Angeles, California 90069
(310) 228-2894

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

MARCH 2, 2006

(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. 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).

Item 1.	Security and Issuer
This Amendment No. 2 relates to the common stock, par value $0.01 per share (the “Common Stock”), of Source Interlink Companies, Inc., a Delaware corporation (“Source” or the “Issuer”). The principal executive offices of Source are located at 27500 Riverview Center Blvd., Suite 400, Bonita Springs, Florida 34134. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

Item 4.	Purpose of Transaction
Item 4 of the Schedule 13D is amended to add the following as the penultimate paragraph thereof: In addition, on March 2, 2006, the Issuer announced that its Board of Directors had commenced a process of evaluating strategic alternatives to enhance stockholder value. The Issuer has engaged an affiliate of The Yucaipa Companies, LLC (“Yucaipa”) as a consultant in connection with this process pursuant to a Consulting Agreement entered into between the Issuer and Yucaipa in February 2005. Yucaipa is affiliated with AEC Associates, LLC, one of the Reporting Persons and the largest single stockholder of the Issuer. In making this announcement, the Issuer stated that there can be no assurance that the exploration of strategic alternatives will result in a transaction.

Item 7.	Material to Be Filed as Exhibits
Item 7 of the Schedule 13D is amended to add references to new Exhibits 4, 5 and 6 as follows:

Exhibit No.		Description of Exhibit

4		Press Release dated March 2, 2006.

5		Agreement to File Amendment No. 2 to Schedule 13D Jointly, dated March 3, 2006, by and among AEC Associates, L.L.C., Yucaipa One-Stop Partners, L.P., Yucaipa AEC Associates, L.L.C., OA3, LLC and Ronald W. Burkle, as required by Rule 13d-1(k).

6		Consulting Agreement dated February 28, 2005 between the Issuer and Yucaipa, incorporated by reference to Current Report on Form 8-K, as filed with the SEC on March 4, 2005 (File No. 001-13437).

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated: March 3, 2006	AEC ASSOCIATES L.L.C. By: Yucaipa One-Stop Partners, L.P. Its: Managing Member

	By:	/s/ Robert P. Bermingham
		Name: Robert P. Bermingham Its: Vice President and Secretary


Dated: March 3, 2006	YUCAIPA ONE-STOP PARTNERS, L.P. By: Yucaipa AEC Associates, L.L.C. Its: General Partner

	By:	/s/ Robert P. Bermingham
		Name: Robert P. Bermingham Its: Vice President and Secretary


Dated: March 3, 2006	YUCAIPA AEC ASSOCIATES, LLC By: OA3, LLC Its: Managing Member

	By:	/s/ Robert P. Bermingham
		Name: Robert P. Bermingham Its: Vice President and Secretary

Dated: March 3, 2006	OA3, LLC

	By:	/s/ Robert P. Bermingham
		Name: Robert P. Bermingham Its: Vice President and Secretary


Dated: March 3, 2006	RONALD W. BURKLE


	By:	/s/ Ronald W. Burkle
		Ronald W. Burkle

EXHIBIT INDEX

Exhibit No.		Description of Exhibit

1		Agreement and Plan of Merger, dated November 18, 2004, by and among Source Interlink Companies, Inc., Alliance Entertainment Corp. and Alligator Acquisition, LLC incorporated by reference to Exhibit 2.1 of Source’s Current Report on Form 8-K filed with the Securities and Exchange Commission on Wednesday, November 24, 2004.

2		Form of Stockholder’s Agreement by and among Source Interlink Companies, Inc. and AEC Associates, L.L.C., incorporated by reference to Exhibit No. 4 of Schedule 13D filed by Alliance Entertainment Corp., AEC Associates, L.L.C., Yucaipa One-Stop Partners, L.P., Yucaipa AEC Associates, L.L.C., OA3, LLC and Ronald W. Burkle, with the Securities and Exchange Commission on Tuesday, November 30, 2004.

3		Agreement to File Amendment No. 1 to Schedule 13D Jointly, dated March 8, 2005, by and among AEC Associates, L.L.C., Yucaipa One-Stop Partners, L.P., Yucaipa AEC Associates, L.L.C., OA3, LLC and Ronald W. Burkle, as required by Rule 13d-1(k).

4		Press Release dated March 2, 2006.

5		Agreement to File Amendment No. 2 to Schedule 13D Jointly, dated March 3, 2006, by and among AEC Associates, L.L.C., Yucaipa One-Stop Partners, L.P., Yucaipa AEC Associates, L.L.C., OA3, LLC and Ronald W. Burkle, as required by Rule 13d-1(k).

6		Consulting Agreement dated February 28, 2005 between the Issuer and Yucaipa, incorporated by reference to Current Report on Form 8-K, as filed with the SEC on March 4, 2005 (File No. 001-13437).

EX-4 2 a06-6254_1ex4.htm INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES

Exhibit 4

SOURCE INTERLINK TO EXPLORE STRATEGIC ALTERNATIVES

Bonita Springs, Fla. March 2, 2006 – Source Interlink Companies, Inc. (NASDAQ:SORC), a premier provider of family entertainment products and marketing services, today announced that its Board of Directors has commenced a process of evaluating strategic alternatives to enhance stockholder value.

The Company has engaged an affiliate of The Yucaipa Companies, LLC as a consultant in connection with this process pursuant to a Consulting Agreement entered into between the Company and Yucaipa in February 2005. Yucaipa is affiliated with AEC Associates, LLC, the largest single stockholder of the Company. In making this announcement, the Company stated that there can be no assurance that the exploration of strategic alternatives will result in a transaction.

About Source Interlink Companies, Inc.

Source Interlink Companies is a premier marketing, merchandising and fulfilment company of entertainment products including DVDs, music CDs, magazines, books and related items. The Company’s fully integrated businesses include:

• Distribution and fulfilment of entertainment products to major retail chains throughout North America and directly to consumers of entertainment products ordered through the Internet

• Import and export of periodicals sold in more than 100 markets worldwide

• Coordination of product selection and placement of impulse items sold at checkout counters

• Processing and collection of rebate claims as well as management of sales data obtained at the point-of-purchase

• Design, manufacture and installation of wire fixtures and custom wood displays in major retail chains

Source Interlink serves approximately 110,000 retail store locations throughout North America. Supply chain relationships include movie studios, record labels, magazine and newspaper publishers, confectionary companies and manufacturers of general merchandise. For more information, please visit the company’s website at www.sourceinterlink.com.

# # #

EX-5 3 a06-6254_1ex5.htm OPINION REGARDING LEGALITY

Exhibit 5

AGREEMENT TO FILE AMENDMENT NO. 2 TO SCHEDULE 13D JOINTLY

(as required by Item 7 of Schedule 13D)

The undersigned persons hereby agree that this Amendment No. 2 to the Schedule 13D filed by themselves and Alliance Entertainment Corp. with the Securities and Exchange Commission on Friday, March 3, 2006, and any amendments thereto, may be filed in a single statement on behalf of all such undersigned persons, and further, each such undersigned person designates Robert P. Bermingham as its agent and attorney-in-fact for the purpose of executing any and all such reports required to be made by it with the Securities and Exchange Commission.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of March 3, 2006.

Dated: March 3, 2006	AEC ASSOCIATES L.L.C. By: Yucaipa One-Stop Partners, L.P. Its: Managing Member

	By:	/s/ Robert P. Bermingham
		Name: Robert P. Bermingham Its: Vice President and Secretary


Dated: March 3, 2006	YUCAIPA ONE-STOP PARTNERS, L.P. By: Yucaipa AEC Associates, L.L.C. Its: General Partner

	By:	/s/ Robert P. Bermingham
		Name: Robert P. Bermingham Its: Vice President and Secretary


Dated: March 3, 2006	YUCAIPA AEC ASSOCIATES, LLC By: OA3, LLC Its: Managing Member

	By:	/s/ Robert P. Bermingham
		Name: Robert P. Bermingham Its: Vice President and Secretary

Dated: March 3, 2006	OA3, LLC By: /s/ Robert P. Bermingham

	By:	/s/ Robert P. Bermingham
		Name: Robert P. Bermingham Its: Vice President and Secretary


Dated: March 3, 2006	RONALD W. BURKLE


	By:	/s/ Ronald W. Burkle
		Ronald W. Burkle

Under the Securities Exchange Act of 1934 (Amendment No. 2)*

Under the Securities Exchange Act of 1934
(Amendment No. 2)*