0001104659-06-074605.txt : 20061114 0001104659-06-074605.hdr.sgml : 20061114 20061113194021 ACCESSION NUMBER: 0001104659-06-074605 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20061114 DATE AS OF CHANGE: 20061113 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: 061210877 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 a06-23925_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. 3)*

THE 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)

NOVEMBER 13, 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. 3 relates to the common stock, par value $0.01 per share (the “Common Stock”), of The Source Interlink Companies, Inc., a Missouri 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. 3 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 the Transaction.

Item 4 of the Schedule 13D is amended to add the following as the penultimate paragraph thereof:

In addition, on November 13, 2006, the Issuer announced that Michael R. Duckworth had been named Chairman of the Issuer’s Board of Directors (the “Board”). Mr. Duckworth, a director since March 2005, was named Chairman upon the resignation of S. Leslie Flegel from the Board and as Chief Executive Officer. Mr. Duckworth is a partner of The Yucaipa Companies, LLC (“Yucaipa”), an affiliate of AEC Associates, LLC, one of the Reporting Persons and the largest single stockholder of the Issuer. In electing Mr. Duckworth as Chairman, the Board granted Mr. Duckworth the power to exercise direct general supervision, direction and control over the business and affairs of the Issuer and its officers, and to ensure that all orders and resolutions of the Board are carried into effect. The Board further directed Mr. Duckworth to perform all duties, and granted Mr. Duckworth all authority, necessary to discharge his expanded responsibilities as Chairman. Concurrently with the election of Mr. Duckworth as Chairman, the Issuer announced that James R. Gillis and Alan Tuchman had been appointed as Co-Chief Executive Officers. As Co-Chief Executive Officers, Messrs. Gillis and Tuchman will be subject to the control and direction of the Board and Mr. Duckworth as Chairman.

Item 7. Material Exhibits to be Filed.

Item 7 of the Schedule 13D is amended to add references to new Exhibits 7 and 8 as follows:

Exhibit No.		Description of Exhibit

7		Press Release dated November 13, 2006.

8		Agreement to File Amendment No. 3 to Schedule 13D Jointly, dated November 13, 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).

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: November 13, 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: November 13, 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: November 13, 2006	YUCAIPA AEC ASSOCIATES, LLC
	By:	Yucaipa One-Stop Partners, L.P.
	Its:	OA3, LLC
		By:	/s/ Robert P. Bermingham
			Name:	Robert P. Bermingham
			Its:	Vice President and Secretary

Dated: November 13, 2006	OA3, LLC
	By:	/s/ Robert P. Bermingham
		Name:	Robert P. Bermingham
		Its:	Vice President and Secretary

Dated: November 13, 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).

7		Press Release dated November 13, 2006.

8		Agreement to File Amendment No. 3 to Schedule 13D Jointly, dated November 13, 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).

EX-7 2 a06-23925_1ex7.htm EX-7

Exhibit 7

FOR IMMEDIATE RELEASE

SOURCE INTERLINK ANNOUNCES RESIGNATION
OF FOUNDER S. LESLIE FLEGEL

Michael R. Duckworth Named Chairman;
James R. Gillis and Alan Tuchman Appointed Interim Co-CEOs

Bonita Springs, FL, November 13, 2006 — Source Interlink Companies, Inc. (NASDAQ: SORC) reported today that S. Leslie Flegel, 69, has resigned from the Company and the Board of Directors. The Board named Michael R. Duckworth, a director of the Company, as Chairman. Senior Source Interlink executives James R. Gillis and Alan Tuchman have been appointed interim co-CEOs.

Mr. Gillis, presently Source Interlink’s President and Chief Operating Officer, and Mr. Tuchman, presently Source Interlink’s Executive Vice President and President and Chief Operating Officer of the Company’s Alliance Entertainment subsidiary, lead Source Interlink’s two largest business units. Source Interlink’s Board will commence a formal search for a permanent CEO. Mr. Flegel will continue as a consultant to the Company under a three-year agreement.

“We are delighted to elevate Jim and Alan to the positions of interim co-CEO,” said Mr. Duckworth. “As the leaders of Source’s two largest businesses, magazines and CD/DVDs, their appointments signal our ongoing commitment to our customers, and our near-term focus on more quickly integrating our businesses in order to realize synergies. Jim and Alan have made great contributions to Source. I look forward to working closely with them.”

“We also want to extend our deepest appreciation to Leslie Flegel. It was his vision that changed the way home entertainment content is distributed in the U.S.,” added Mr. Duckworth. “We value his continuing contributions to the Company.”

“Building this Company has been a tremendous source of pride and accomplishment for me,” said Mr. Flegel. “Now is the right time to transition leadership to a new generation that will continue to revolutionize the way home entertainment content products are sold at retail. I am eager to help management realize the objectives we have established for Source.”

Mr. Duckworth has served on Source Interlink’s Board of Directors since March 2005. He is a partner of The Yucaipa Companies, which, through an affiliate, is Source Interlink’s largest shareholder. Yucaipa is a Los Angeles-based private investment firm specializing in acquiring and operating companies in the retail, distribution, and logistics areas. From 2000-2003, Mr. Duckworth was Managing Director, Investment Banking for Merrill Lynch & Co. From 1988-2000, he served as Managing Director for BT Securities, the investment banking subsidiary of Bankers Trust Company.

Mr. Gillis became Source Interlink’s President in December 1998, was appointed as a member of the Board in March 2000 and became the Company’s President and Chief Operating Officer in August 2000. Prior to joining the Company, Mr. Gillis served as the President and Chief Executive Officer of Brand Manufacturing Corp., which Source Interlink acquired in January 1999.

Mr. Tuchman became an Executive Vice President of Source Interlink in February 2005 upon Source Interlink’s acquisition of Alliance Entertainment Corp. Prior to the acquisition, he had served as President and Chief Operating Officer of Alliance since 2003. Mr. Tuchman joined Alliance in 1991 as Vice President, rising to Senior Vice President of Strategic Planning in 1996. In 1997 Mr. Tuchman was named President of Alliance subsidiary, AEC One Stop Group, Inc.

About Source Interlink Companies, Inc.

Source Interlink Companies is a leading 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.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and the U.S. Private Securities Litigation Reform Act of 1995, including statements relating to, among other things, future business plans, strategies, growth opportunities, statements of belief and statements of assumptions underlying any of the foregoing.

These forward-looking statements reflect Source Interlink’s current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause future events, achievements or results to differ materially from those expressed by the forward-looking statements. Factors that could cause actual results to differ include: (i) market acceptance of and continuing retail demand for magazines, books, DVDs, CDs and other home entertainment products; (ii) our ability to realize operating efficiencies, cost savings and other synergistic benefits, (iii) adverse changes in general economic or market conditions; (iv) the ability to attract and retain employees; and (v) other events and other important factors disclosed previously and from time to time in Source Interlink’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 17, 2006.

Source Interlink does not intend to, and disclaims any duty or obligation to, update or revise any forward-looking statements or industry information set forth in this press release to reflect new information, future events or otherwise.

Contacts:
Investors:		Media:
Dean Heine	Todd St.Onge	Nancy Zakhary
Investor Relations	Brainerd Communicators, Inc.	Brainerd Communicators, Inc.
Source Interlink Companies, Inc.	212-986-6667	212-986-6667
212-683-0376	stonge@braincomm.com	nancy@braincomm.com
dheine@sourceinterlink.com

EX-8 3 a06-23925_1ex8.htm EX-8

Exhibit 8

AGREEMENT TO FILE AMENDMENT NO. 3 TO SCHEDULE 13D JOINTLY

(as required by Item 7 of Schedule 13D)

The undersigned persons hereby agree that this Amendment No. 3 to the Schedule 13D filed by themselves and Alliance Entertainment Corp. with the Securities and Exchange Commission on Monday, November 13, 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 November 13, 2006.

Dated: November 13, 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: November 13, 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: November 13, 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: November 13, 2006	OA3, LLC

	By:	/s/ Robert P. Bermingham

		Name:	Robert P. Bermingham
		Its:	Vice President and Secretary


Dated: November 13, 2006	RONALD W. BURKLE

	By:	/s/ Ronald W. Burkle

		Ronald W. Burkle

Under the Securities Exchange Act of 1934 (Amendment No. 3)*

Under the Securities Exchange Act of 1934
(Amendment No. 3)*