SC 13D/A 1 e621249_sc13da-aerojet.htm AMENDMENT NO. 25 TO THE SCHEDULE 13D

 

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. 25)1

 

Aerojet Rocketdyne Holdings, Inc.

(Name of Issuer)

 

Common Stock, par value $0.10

(Title of Class of Securities)

 

007800 10 5
(CUSIP Number)

 

Warren G. Lichtenstein

Steel Partners Holdings L.P.

590 Madison Avenue, 32nd Floor

New York, New York 10022

(212) 520-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

January 28, 2022

(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. 007800 10 5

 

  1   NAME OF REPORTING PERSON  
         
        STEEL PARTNERS HOLDINGS L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,949,496  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,949,496  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,949,496  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.9%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2 

CUSIP NO. 007800 10 5

 

  1   NAME OF REPORTING PERSON  
         
       

SPH GROUP LLC

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,949,496  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,949,496  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,949,496  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.9%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

3 

CUSIP NO. 007800 10 5

 

  1   NAME OF REPORTING PERSON  
         
       

SPH GROUP HOLDINGS LLC

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         466,924  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          466,924  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        466,924  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        LESS THAN 1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

4 

CUSIP NO. 007800 10 5

 

  1   NAME OF REPORTING PERSON  
         
       

STEEL PARTNERS HOLDINGS GP INC.

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,949,496  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,949,496  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,949,496  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.9%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

5 

CUSIP NO. 007800 10 5

 

  1   NAME OF REPORTING PERSON  
         
       

WEBFINANCIAL HOLDING CORPORATION

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,482,572  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,482,572  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,482,572  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.3%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

6 

CUSIP NO. 007800 10 5

 

  1   NAME OF REPORTING PERSON  
         
       

STEEL EXCEL, INC.

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         465,427  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          465,427  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        465,427  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        LESS THAN 1%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

7 

CUSIP NO. 007800 10 5

 

  1   NAME OF REPORTING PERSON  
         
       

STEEL PARTNERS LTD.

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         60,546  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          60,546  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        60,546  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        LESS THAN 1%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

8 

CUSIP NO. 007800 10 5

 

  1   NAME OF REPORTING PERSON  
         
       

WARREN G. LICHTENSTEIN

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO, 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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         207,953  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         60,546  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          207,953  
    10   SHARED DISPOSITIVE POWER  
           
          60,546  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        268,499  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        LESS THAN 1%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

9 

CUSIP NO. 007800 10 5

 

  1   NAME OF REPORTING PERSON  
         
       

James R. Henderson

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         48,107  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          48,107  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        48,107  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        LESS THAN 1%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

10 

CUSIP NO. 007800 10 5

 

  1   NAME OF REPORTING PERSON  
         
       

Joanne M. Maguire

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   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     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

11 

CUSIP NO. 007800 10 5

 

  1   NAME OF REPORTING PERSON  
         
       

Audrey A. McNiff

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         4,787  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,787  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,787  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        LESS THAN 1%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

12 

CUSIP NO. 007800 10 5

 

  1   NAME OF REPORTING PERSON  
         
       

Aimee J. Nelson

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   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     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

13 

CUSIP NO. 007800 10 5

 

  1   NAME OF REPORTING PERSON  
         
       

Martin Turchin

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO, 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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         120,566  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          120,566  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        120,566  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        LESS THAN 1%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

14 

CUSIP NO. 007800 10 5

 

  1   NAME OF REPORTING PERSON  
         
       

Heidi R. Wood

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   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     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

15 

CUSIP NO. 007800 10 5

 

The following constitutes Amendment No. 25 to the Schedule 13D filed by the undersigned (“Amendment No. 25”). This Amendment No. 25 amends the Schedule 13D as specifically set forth herein.

 

Item 2.Identity and Background.

 

Item 2 is hereby amended and restated to read as follows:

 

(a)       This statement is filed by Steel Partners Holdings L.P., a Delaware limited partnership (“Steel Holdings”), SPH Group LLC, a Delaware limited liability company (“SPHG”), SPH Group Holdings LLC, a Delaware limited liability company (“SPHG Holdings”), Steel Partners Holdings GP Inc., a Delaware corporation (“Steel Holdings GP”), WebFinancial Holding Corporation, a Delaware corporation (“WebFinancial”), Steel Excel, Inc., a Delaware corporation (“Steel Excel”), Steel Partners, Ltd., a Delaware corporation (“SPL”), Warren G. Lichtenstein, James R. Henderson, Joanne M. Maguire, Audrey A. McNiff, Aimee J. Nelson, Martin Turchin and Heidi R. Wood. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

 

Steel Holdings owns 99% of the membership interests of SPHG. SPHG is the sole member of SPHG Holdings. Steel Holdings GP is the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. SPHG owns 100% of the outstanding shares of common stock of WebFinancial. Accordingly, for purposes of this statement, each of Steel Holdings, SPHG and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by WebFinancial. SPHG Holdings owns 100% of the outstanding shares of common stock of Steel Excel. Accordingly, for purposes of this statement, each of Steel Holdings, SPHG, SPHG Holdings and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by Steel Excel. Mr. Lichtenstein is the Chief Executive Officer of SPL. Accordingly, for purposes of this statement, Mr. Lichtenstein may be deemed to beneficially own the Shares owned directly by SPL.

 

Each Reporting Person disclaims beneficial ownership of the Shares owned directly by another Reporting Person.

 

Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of (i) the executive officers and directors of Steel Holdings GP, (ii) the executive officers and directors of WebFinancial, (iii) the executive officers and directors of Steel Excel, and (iv) the executive officers and directors of SPL. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

 

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CUSIP NO. 007800 10 5

 

(b)       The principal business address of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, WebFinancial, Steel Excel, SPL and Mr. Lichtenstein is 590 Madison Avenue, 32nd Floor, New York, NY 10022. The principal business address of James R. Henderson is 222 N. Pacific Coast Highway, Suite 500, El Segundo, CA 90245. The principal business address of Audrey A. McNiff is 222 N. Pacific Coast Highway, Suite 500, El Segundo, CA 90245. The principal business address of Martin Turchin is 222 N. Pacific Coast Highway, Suite 500, El Segundo, CA 90245. The principal business address of Aimee J. Nelson is 2712 Strongs Dr, #2, Venice, CA 90291. The principal business address of Joanne M. Maguire is 569 Via Almar, Palos Verdes Estates, CA 90274. The principal business address of Heidi R. Wood is 9160 Marsh Island Drive, Vero Beach, FL 32963.

 

(c)       Steel Holdings is a global diversified holding company that engages or has interests in a variety of operating businesses through its subsidiary companies. The principal business of SPHG Holdings is holding securities for the account of Steel Holdings. The principal business of SPHG is serving as the sole member of SPHG Holdings and other affiliates. The principal business of Steel Holdings GP is serving as the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. WebFinancial is a holding company. Steel Excel is a global diversified company that engages or has interests in a variety of operating businesses. Warren G. Lichtenstein is Executive Chairman of Steel Holdings GP. James R. Henderson is an independent board member. Audrey A. McNiff is a retired investment banker. Martin Turchin is a non-executive Vice Chairman of CBRE Group, Inc., a commercial real estate services and investment firm. Aimee J. Nelson is a finance professional. Joanne M. Maguire is a retired aerospace executive. Heidi R. Wood is Executive Vice President, Business Development & Growth Initiatives of CAE Inc., a manufacturer of simulation technologies, modelling technologies and training services to airlines, and President of CAE Healthcare, CAE Inc.’s healthcare division. Messrs. Lichtenstein, Henderson and Turchin and Ms. McNiff are also directors of the Issuer.

 

(d)       No Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

17 

CUSIP NO. 007800 10 5

 

(e)       No Reporting Person nor any person listed on Schedule A has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)       Each of the individuals who are Reporting Persons or listed on Schedule A is a citizen of the United States of America. Each of the entities who are Reporting Persons are organized under the laws of the State of Delaware.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and restated to read as follows:

 

The aggregate purchase price of the 3,949,496 Shares owned directly by SPHG Holdings, WebFinancial and Steel Excel is approximately $46,606,260, including brokerage commissions. The Shares owned directly by SPHG Holdings, WebFinancial and Steel Excel were acquired with funds of an entity affiliated with SPHG Holdings that initially purchased the Shares prior to being transferred to SPHG Holdings, WebFinancial and Steel Excel.

 

The aggregate purchase price of the 60,546 Shares owned directly by SPL is approximately $1,081,073, including brokerage commissions. The Shares owned directly by SPL were acquired with the working capital of SPL.

 

Warren G. Lichtenstein owns directly 207,953 Shares, all of which were awarded to him, or issued to him upon exercise of stock options awarded to him, in his capacity as a director of the Issuer.

 

SPL and Mr. Lichtenstein hold their Shares in margin accounts with brokers, which may extend margin credit to them as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

 

James R. Henderson owns directly 48,107 Shares, all of which were awarded to him in his capacity as a director of the Issuer.

 

Audrey A. McNiff owns directly 4,787 Shares, all of which were awarded to her in her capacity as a director of the Issuer.

 

18 

CUSIP NO. 007800 10 5

 

Martin Turchin owns directly 108,066 Shares, consisting of 7,500 Shares that were purchased with personal funds for approximately $27,735 and 100,566 Shares that were awarded to him in his capacity as a director of the Issuer. Additionally, Mr. Turchin beneficially owns indirectly an aggregate of 12,500 Shares held in several trusts of which he is a trustee, all of which were purchased with personal funds for approximately $21,888.

 

Item 4.Purpose of Transaction.

 

Item 4 is hereby amended to add the following:

 

Steel Holdings, a significant stockholder of the Issuer, has been and continues to be supportive of the Issuer’s previously-announced merger with Lockheed Martin Corporation (“Lockheed”). However, in light of the recent uncertainty surrounding the prospects of the Lockheed transaction obtaining the requisite governmental approvals, Steel Holdings believes the Issuer needs to focus on ensuring that it is optimally positioned to continue the business as a standalone entity in the event the transaction is not consummated. To that end, on January 28, 2022, Steel Holdings delivered a letter to the Issuer nominating a slate of director candidates for election at the Issuer’s 2022 annual meeting of stockholders (the “Annual Meeting”) in order to preserve its rights as a stockholder in the event the Lockheed transaction does not close prior to the meeting. Steel Holdings’ slate of nominees consists of four of the current eight existing Issuer directors – Warren G. Lichtenstein (Executive Chairman), James R. Henderson, Audrey A. McNiff and Martin Turchin – and three new highly-qualified independent candidates – Aimee J. Nelson, Joanne M. Maguire and Heidi R. Wood (collectively, the “Nominees”).

 

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

 

19 

CUSIP NO. 007800 10 5

 

Except in Warren G. Lichtenstein’s, James R. Henderson’s, Audrey A. McNiff’s and Martin Turchin’s capacity as a director of the Issuer, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D other than as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with members of management and the Board of Directors of the Issuer (the “Board”), engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making recommendations or proposals to the Issuer concerning changes to the capitalization, corporate structure, ownership structure, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

 

Item 5.Interest in Securities of the Issuer.

 

Item 5(a) is hereby amended and restated to read as follows:

 

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 80,500,624 Shares outstanding, which is the total number of Shares outstanding as of October 18, 2021 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 26, 2021.

 

As of the close of business on the date hereof, WebFinancial owned directly 3,482,572 Shares, constituting approximately 4.3% of the Shares outstanding. By virtue of their relationships with WebFinancial, each of Steel Holdings, SPHG and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by WebFinancial.

 

As of the close of business on the date hereof, Steel Excel owned directly 465,427 Shares, constituting less than 1% of the Shares outstanding. By virtue of their relationships with Steel Excel, each of Steel Holdings, SPHG, SPHG Holdings and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by Steel Excel.

 

20 

CUSIP NO. 007800 10 5

 

As of the close of business on the date hereof, SPHG Holdings owned directly 1,497 Shares, constituting less than 1% of the Shares outstanding. By virtue of their relationships with SPHG Holdings, each of Steel Holdings, SPHG and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by SPHG Holdings.

 

As of the close of business on the date hereof, SPL owned directly 60,546 Shares, constituting less than 1% of the Shares outstanding. By virtue of his relationship with SPL discussed in further detail in Item 2, Warren G. Lichtenstein may be deemed to beneficially own the Shares owned directly by SPL.

 

As of the close of business on the date hereof, Warren G. Lichtenstein owned directly 207,953 Shares, which, together with the 60,546 Shares owned directly by SPL that Mr. Lichtenstein may also be deemed to beneficially own, constitutes less than 1% of the Shares outstanding. An additional 520,892 Shares are held by a “rabbi trust,” the receipt of which has been deferred by Mr. Lichtenstein pursuant to the Issuer’s Deferred Compensation Plan for Nonemployee Directors. Such 520,892 Shares are not deemed to be beneficially owned by Mr. Lichtenstein.

 

As of the close of business on the date hereof, James R. Henderson owned directly 48,107 Shares, constituting less than 1% of the Shares outstanding. An additional 83,259 Shares are held by a “rabbi trust,” the receipt of which has been deferred by Mr. Henderson pursuant to the Issuer’s Deferred Compensation Plan for Nonemployee Directors. Such 83,259 Shares are not deemed to be beneficially owned by Mr. Henderson.

 

As of the close of business on the date hereof, Audrey A. McNiff owned directly 4,787 Shares, constituting less than 1% of the Shares outstanding. An additional 3,586 Shares are held by a “rabbi trust,” the receipt of which has been deferred by Ms. McNiff pursuant to the Issuer’s Deferred Compensation Plan for Nonemployee Directors. Such 3,586 Shares are not deemed to be beneficially owned by Ms. McNiff.

 

As of the close of business on the date hereof, Martin Turchin owned directly 108,066 Shares, constituting less than 1% of the Shares outstanding. Additionally, Mr. Turchin beneficially owned indirectly an aggregate of 12,500 Shares held in several trusts of which he is a trustee, constituting less than 1% of the Shares outstanding. An additional 5,159 Shares are held by a “rabbi trust,” the receipt of which has been deferred by Mr. Turchin pursuant to the Issuer’s Deferred Compensation Plan for Nonemployee Directors. Such 5,159 Shares are not deemed to be beneficially owned by Mr. Turchin.

 

21 

CUSIP NO. 007800 10 5

 

As of the close of business on the date hereof, Mmes. Maguire, Nelson and Wood did not beneficially own any securities of the Issuer.

 

Item 5(b) is hereby amended and restated to read as follows:

 

(b)       Each of WebFinancial, SPHG, Steel Holdings and Steel Holdings GP is deemed to have shared power to vote and dispose of the Shares owned directly by WebFinancial. Each of Steel Excel, SPHG Holdings, SPHG, Steel Holdings and Steel Holdings GP is deemed to have shared power to vote and dispose of the Shares owned directly by Steel Excel. Each of SPHG Holdings, SPHG, Steel Holdings and Steel Holdings GP is deemed to have shared power to vote and dispose of the Shares owned directly by SPHG Holdings. Each of SPL and Mr. Lichtenstein is deemed to have shared power to vote and dispose of the Shares owned directly by SPL. Mr. Lichtenstein has the sole power to vote and dispose all Shares he directly owns. Mr. Henderson has the sole power to vote and dispose all Shares he directly owns. Ms. McNiff has the sole power to vote and dispose all Shares she directly owns. Mr. Turchin has the sole power to vote and dispose all Shares he directly and indirectly owns.

 

Item 5(c) is hereby amended to add the following:

 

(c)       Effective December 30, 2021, Steel Excel contributed its ownership of 3,482,572 Shares to WebFinancial. There have been no other transactions by the Reporting Persons in the securities of the Issuer during the past 60 days.

 

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 is hereby amended to add the following:

 

On January 28, 2022, SPHG Holdings entered into letter agreements (the “Indemnification Agreements”) with each of the Nominees, except Messrs. Henderson, Lichtenstein and Turchin and Ms. McNiff, pursuant to which it and its affiliates have agreed to indemnify such Nominees against certain claims arising from the solicitation of proxies from the Issuer’s stockholders in connection with the Annual Meeting and any related transactions. For the avoidance of doubt, such indemnification does not apply to any claims made against such Nominees in their capacities as directors of the Issuer, if so elected. A form of the Indemnification Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

22 

CUSIP NO. 007800 10 5

 

On January 28, 2022, the Reporting Persons entered into a Joint Filing and Solicitation Agreement (the “Joint Filing and Solicitation Agreement”) pursuant to which, among other things, the parties agreed (a) to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer, if applicable, (b) to solicit proxies for the election of the Nominees at the Annual Meeting, (c) that the Nominees would not execute any transactions in securities of the Issuer without the prior written consent of SPHG Holdings and its affiliates, and (d) that SPHG Holdings and its affiliates would bear all expenses incurred in connection with the parties’ activities, including approved expenses incurred by any of the parties in connection with the solicitation, subject to certain limitations. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

Each of the Nominees, except Messrs. Henderson, Lichtenstein and Turchin and Ms. McNiff, has granted certain representatives of SPHG Holdings powers of attorney (the “POAs”) to execute certain SEC filings and other documents in connection with the solicitation of proxies at the Annual Meeting. A form of POA is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

 

Mr. Lichtenstein owns Stock Appreciation Rights (“SARs”) for 200,000 Shares, all of which vest on February 28, 2022. Mr. Lichtenstein owns Restricted Stock Units (“RSUs”) for 11,606 Shares, which vest in two equal annual installments beginning on March 3, 2022. Mr. Lichtenstein owns RSUs for 71,240 Shares, which vest in three equal installments as follows: 1/3 to vest upon the attainment of a Share price of $57.80, an additional 1/3 to vest upon the attainment of a Share price of $62.83, and an additional 1/3 to vest upon the attainment of a Share price of $67.85, in each case no later than March 3, 2023, with the Share price in all cases being determined on the basis of the 20-day volume weighted average price of the Shares. Such SARs and RSUs were awarded to Mr. Lichtenstein in his capacity as a director of the Issuer.

 

Item 7.Material to be Filed as Exhibits.

 

Item 7 is hereby amended to add the following exhibits:

 

  Exhibit No. Description
     
  99.1 Form of Indemnification Agreement
     
  99.2 Joint Filing and Solicitation Agreement
     
  99.3 Form of POA

 

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CUSIP NO. 007800 10 5

 

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: February 1, 2022 STEEL PARTNERS HOLDINGS L.P.
   
  By: Steel Partners Holdings GP Inc.
General Partner
   
  By: /s/ Jack L. Howard
    Jack L. Howard, President

 

  SPH GROUP LLC
   
  By: Steel Partners Holdings GP Inc.
Managing Member
   
  By: /s/ Jack L. Howard
    Jack L. Howard, President

 

  SPH GROUP HOLDINGS LLC
   
  By: Steel Partners Holdings GP Inc.
Manager
   
  By: /s/ Jack L. Howard
    Jack L. Howard, President

 

  STEEL PARTNERS HOLDINGS GP INC.
   
  By: /s/ Jack L. Howard
    Jack L. Howard, President

 

  WEBFINANCIAL HOLDING CORPORATION
   
  By: /s/ Jack L. Howard
    Jack L. Howard, Director

 

  STEEL EXCEL, INC.
   
  By: /s/ Jack L. Howard
    Jack L. Howard, Director

 

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CUSIP NO. 007800 10 5

 

  STEEL PARTNERS, LTD.
   
  By: /s/ Jack L. Howard
    Jack L. Howard, President

 

  /s/ Jack L. Howard
  JACK L. HOWARD
as Attorney-In-Fact for Warren G. Lichtenstein

 

  /s/ Jack L. Howard
  JACK L. HOWARD
as Attorney-In-Fact for Joanne M. Maguire

 

  /s/ Jack L. Howard
  JACK L. HOWARD
as Attorney-In-Fact for Aimee J. Nelson

 

  /s/ Jack L. Howard
  JACK L. HOWARD
as Attorney-In-Fact for Heidi R. Wood

 

  /s/ James R. Henderson
  James R. Henderson

 

  /s/ Audrey A. McNiff
  Audrey A. McNiff

 

  /s/ Martin Turchin
  Martin Turchin

 

25 

CUSIP NO. 007800 10 5

 

SCHEDULE A

 

Executive Officers and Directors of Steel Partners Holdings GP Inc.

 

Name and Position   Present Principal Occupation   Business Address
         

Warren G. Lichtenstein,

Executive Chairman and Director

   Executive Chairman of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         

Jack L. Howard,

President and Director

   President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         

Jason Wong,

Senior Vice President and Chief Financial Officer

   Senior Vice President and Chief Financial Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         

Lon Rosen,

Director

 

   Executive Vice President and Chief Marketing Officer for the Los Angeles Dodgers   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         

John P. McNiff,

Director

   Chairman of Discovery Capital Management, LLC, a multi-strategy hedge fund   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         

General Richard I. Neal,

Director

   Retired   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022

 

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CUSIP NO. 007800 10 5

 

Name and Position   Present Principal Occupation   Business Address
         

James Benenson III,

Director

   Director and Co-President of Summa Holdings, Inc. (“Summa”), a holding company, and director and Co-President of Industrial Manufacturing Company and Industrial Manufacturing Company International, subsidiaries of Summa that own various diversified industrial businesses   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         

Eric P. Karros,

Director

   Television analyst for FOX Sports and works for the Los Angeles Dodgers   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         

Rory H. Tahari,

Director

 

   Co-founder, State of Mind Partners, a strategic branding and investment firm   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         

Gordon A. Walker,

Senior Vice President

   Senior Vice President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022

 

27 

CUSIP NO. 007800 10 5

 

Executive Officers and Directors of Steel Excel, Inc.

 

Name and Position   Present Principal Occupation   Business Address
         

Jack L. Howard,

Director

 

   President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company  

c/o Steel Partners Holdings L.P.

590 Madison Avenue, 32nd Floor

New York, NY 10022

 

         

Gordon A. Walker,

President and Director

   Senior Vice President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         

Jason Wong,

Senior Vice President and Director

   Senior Vice President and Chief Financial Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022

 

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CUSIP NO. 007800 10 5

 

Executive Officers and Directors of WebFinancial Holding Corporation

 

Name and Position   Present Principal Occupation   Business Address
         

Jack L. Howard,

Director

 

   President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company  

c/o Steel Partners Holdings L.P.

590 Madison Avenue, 32nd Floor

New York, NY 10022

 

         

Gordon A. Walker,

President and Director

   Senior Vice President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         

Jason Wong,

Senior Vice President, Treasurer and Director

   Senior Vice President and Chief Financial Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022

 

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CUSIP NO. 007800 10 5

 

Executive Officers and Directors of Steel Partners, Ltd.

 

Name and Position   Present Principal Occupation   Business Address
         

Warren G. Lichtenstein,

Chief Executive Officer

   Executive Chairman of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         

Jack L. Howard,

Director and President

   President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         

Mario Marcon,

Chief Financial Officer

 

   Employee of Steel Services, Ltd., a subsidiary of Steel Partners Holdings L.P., a global diversified holding company   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022