SC 13D/A 1 a13-12763_1sc13da.htm SC 13D/A

 

CUSIP No.   61748W108

SCHEDULE 13D/A

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

 

MORGANS HOTEL GROUP CO.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

61748W108

(CUSIP Number)

 

Robert P. Bermingham

The Yucaipa Companies LLC

9130 W. Sunset Boulevard

Los Angeles, California 90069

(310) 789-7200

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

 

May 16, 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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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).

 



 

CUSIP No.   61748W108

SCHEDULE 13D/A

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Ronald W. Burkle

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
OO, WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
22,367 shares(1)

 

8

Shared Voting Power
12,500,000 shares(2)

 

9

Sole Dispositive Power
22,367 shares(1)

 

10

Shared Dispositive Power
12,500,000 shares(2)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
12,522,367 shares(1) (2)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
27.9%(1) (2)

 

 

14.

Type of Reporting Person*
IN

 


(1) Includes beneficial ownership of common stock of the issuer through vested restricted stock units for 22,367 shares of the issuer’s common stock.

 

(2) Beneficial ownership of common stock of the issuer is through warrants to purchase an aggregate of 12,500,000 shares of the issuer’s common stock.  Exercise of the warrants is subject to mandatory cashless exercise, which reduces the shares of issuer’s common stock received upon exercise, and the number of shares received will be determined by the fair market value of the issuer’s common stock at the time of such exercise.  The percent of class of the issuer’s common stock beneficially owned is based on 32,418,558 shares of the issuer’s common stock outstanding as of May 7, 2013, as reported on the issuer’s annual report on form 10-Q for the fiscal quarter ended March 31, 2013, as filed on May 8, 2013 and does not reflect any reduction for the effect of the mandatory cashless exercise as the amount of such reduction is not determinable until the time of exercise.

 

* See Instructions

 

2



 

CUSIP No.   61748W108

SCHEDULE 13D/A

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Yucaipa American Management, LLC                       30-0013506

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
OO, WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0 shares

 

8

Shared Voting Power
12,500,000 shares(2)

 

9

Sole Dispositive Power
0 shares

 

10

Shared Dispositive Power
12,500,000 shares(2)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
12,500,000 shares(2)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
27.8%(2)

 

 

14.

Type of Reporting Person*
OO

 


(2) Beneficial ownership of common stock of the issuer is through warrants to purchase an aggregate of 12,500,000 shares of the issuer’s common stock.  Exercise of the warrants is subject to mandatory cashless exercise, which reduces the shares of issuer’s common stock received upon exercise, and the number of shares received will be determined by the fair market value of the issuer’s common stock at the time of such exercise.  The percent of class of the issuer’s common stock beneficially owned is based on 32,418,558 shares of the issuer’s common stock outstanding as of May 7, 2013, as reported on the issuer’s annual report on form 10-Q for the fiscal quarter ended March 31, 2013, as filed on May 8, 2013 and does not reflect any reduction for the effect of the mandatory cashless exercise as the amount of such reduction is not determinable until the time of exercise.

 

* See Instructions

 

3



 

CUSIP No.   61748W108

SCHEDULE 13D/A

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Yucaipa American Funds, LLC                       30-0013485

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
OO, WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0 shares

 

8

Shared Voting Power
12,500,000 shares(2)

 

9

Sole Dispositive Power
0 shares

 

10

Shared Dispositive Power
12,500,000 shares(2)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
12,500,000 shares(2)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
27.8%(2)

 

 

14.

Type of Reporting Person*
OO

 


(2) Beneficial ownership of common stock of the issuer is through warrants to purchase an aggregate of 12,500,000 shares of the issuer’s common stock.  Exercise of the warrants is subject to mandatory cashless exercise, which reduces the shares of issuer’s common stock received upon exercise, and the number of shares received will be determined by the fair market value of the issuer’s common stock at the time of such exercise.  The percent of class of the issuer’s common stock beneficially owned is based on 32,418,558 shares of the issuer’s common stock outstanding as of May 7, 2013, as reported on the issuer’s annual report on form 10-Q for the fiscal quarter ended March 31, 2013, as filed on May 8, 2013 and does not reflect any reduction for the effect of the mandatory cashless exercise as the amount of such reduction is not determinable until the time of exercise.

 

* See Instructions

 

4



 

CUSIP No.   61748W108

SCHEDULE 13D/A

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Yucaipa American Alliance Fund II, LLC              26-2119718

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
OO, WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0 shares

 

8

Shared Voting Power
12,500,000 shares(2)

 

9

Sole Dispositive Power
0 shares

 

10

Shared Dispositive Power
12,500,000 shares(2)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
12,500,000 shares(2)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
27.8%(2)

 

 

14.

Type of Reporting Person*
OO

 


(2) Beneficial ownership of common stock of the issuer is through warrants to purchase an aggregate of 12,500,000 shares of the issuer’s common stock.  Exercise of the warrants is subject to mandatory cashless exercise, which reduces the shares of issuer’s common stock received upon exercise, and the number of shares received will be determined by the fair market value of the issuer’s common stock at the time of such exercise.  The percent of class of the issuer’s common stock beneficially owned is based on 32,418,558 shares of the issuer’s common stock outstanding as of May 7, 2013, as reported on the issuer’s annual report on form 10-Q for the fiscal quarter ended March 31, 2013, as filed on May 8, 2013 and does not reflect any reduction for the effect of the mandatory cashless exercise as the amount of such reduction is not determinable until the time of exercise.

 

* See Instructions

 

5



 

CUSIP No.   61748W108

SCHEDULE 13D/A

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Yucaipa American Alliance Fund II, L.P.              26-2119783

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
OO, WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
7,535,580 shares(3)

 

8

Shared Voting Power
0 shares

 

9

Sole Dispositive Power
7,535,580 shares(3)

 

10

Shared Dispositive Power
0 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
7,535,580 shares(3)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
18.9%(3)

 

 

14.

Type of Reporting Person*
PN

 


(3) Beneficial ownership of common stock of the issuer is through a warrant to purchase 7,535,580 shares of the issuer’s common stock.  Exercise of the warrant is subject to mandatory cashless exercise, which reduces the shares of issuer’s common stock received upon exercise, and the number of shares received will be determined by the fair market value of the issuer’s common stock at the time of such exercise.  The percent of class of the issuer’s common stock beneficially owned is based on 32,418,558 shares of the issuer’s common stock outstanding as of May 7, 2013, as reported on the issuer’s annual report on form 10-Q for the fiscal quarter ended March 31, 2013, as filed on May 8, 2013 and does not reflect any reduction for the effect of the mandatory cashless exercise as the amount of such reduction is not determinable until the time of exercise.

 

* See Instructions

 

6



 

CUSIP No.   61748W108

SCHEDULE 13D/A

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Yucaipa American Alliance (Parallel) Fund II, L.P.              26-2119907

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
OO, WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
4,964,420 shares(4)

 

8

Shared Voting Power
0 shares

 

9

Sole Dispositive Power
4,964,420 shares(4)

 

10

Shared Dispositive Power
0 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,964,420 shares(4)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
13.3%(4)

 

 

14.

Type of Reporting Person*
PN

 


(4) Beneficial ownership of common stock of the issuer is through a warrant to purchase 4,964,420 shares of the issuer’s common stock.  Exercise of the warrant is subject to mandatory cashless exercise, which reduces the shares of issuer’s common stock received upon exercise, and the number of shares received will be determined by the fair market value of the issuer’s common stock at the time of such exercise.  The percent of class of the issuer’s common stock beneficially owned is based on 32,418,558 shares of the issuer’s common stock outstanding as of May 7, 2013, as reported on the issuer’s annual report on form 10-Q for the fiscal quarter ended March 31, 2013, as filed on May 8, 2013 and does not reflect any reduction for the effect of the mandatory cashless exercise as the amount of such reduction is not determinable until the time of exercise.

 

* See Instructions

 

7



 

This Amendment No. 7 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 25, 2009 (as amended to date, this “Schedule 13D”) by (i) Ronald W. Burkle, an individual, (ii) Yucaipa American Management, LLC, a Delaware limited liability company (“Yucaipa American”), (iii) Yucaipa American Funds, LLC, a Delaware limited liability company (“Yucaipa American Funds”), (iv) Yucaipa American Alliance Fund II, LLC, a Delaware limited liability company (“YAAF II LLC”), (v) Yucaipa American Alliance Fund II, L.P., a Delaware limited partnership (“YAAF II”), and (vi) Yucaipa American Alliance (Parallel) Fund II, L.P., a Delaware limited partnership (“YAAF II Parallel” and, together with YAAF II, the “Investors”; and the Investors, together with Mr. Burkle, Yucaipa American, Yucaipa American Funds, and YAAF II LLC, are referred to herein as the “Reporting Persons”), with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Morgans Hotel Group Co., a Delaware corporation (the “Company”).  The filing of any amendment to this Schedule 13D (including the filing of this amendment) shall not be construed to be an admission by the Reporting Persons that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.

 

Item 4.           Purpose of the Transaction.

 

Item 4 of this Schedule 13D is hereby supplemented to add the following:

 

As disclosed on the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2013, in early April director Jason Taubman Kalisman filed a purported derivative action on behalf of the Company action in Delaware Chancery Court against the seven other current members of the Company’s board of directors and various third-parties associated with the Investors, which action OTK Associates, LLC (“OTK”) subsequently joined.

 

On May 14, 2013 the Delaware Chancery Court entered an order which, among other things, prohibited the Company from taking any steps to consummate the transactions described on the Company’s Current Report on Form 8-K filed with the SEC on April 1, 2013 (the “Transactions”), until the earlier of a trial on the merits of the pending action or a decision by the Company’s board of directors with respect to the Transactions made at a properly noticed meeting after due deliberation and after receiving a favorable recommendation from the special transaction committee of the board.

 

On May 16, 2013 Robert P. Bermingham, General Counsel of The Yucaipa Companies, sent a letter by e-mail to Michael Gross, Chief Executive Officer of the Company, indicating the Investors’ willingness for their representative, Mr. Burkle, to participate in the Company’s board meeting on May 17, and the Investors’ willingness to enter into the Transaction on the condition that the Company offer OTK the option to join with the Investors to provide a portion of the full backstop for the Company’s proposed rights offering. In addition, the Investors asked the Company to reflect in its materials for the annual meeting the proposal made to the Company to acquire all of its outstanding common stock for $7.50 per share in cash.

 

Item 7.           Material to be Filed as Exhibits.

 

Exhibit No.

 

Description of Exhibit

 

 

 

1.

 

Letter sent on May 16, 2013 via e-mail from Robert P. Bermingham, General Counsel of The Yucaipa Companies, to Michael Gross, Chief Executive Officer of the Company.

 

8



 

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.

 

Dated:  May 16, 2013

 

 

RONALD W. BURKLE

 

 

 

By:

/s/ Ronald W. Burkle

 

 

 

 

 

YUCAIPA AMERICAN MANAGEMENT, LLC

 

 

 

By:

/s/ Ronald W. Burkle

 

 

Name: Ronald W. Burkle

 

 

Its: Managing Member

 

 

 

 

 

YUCAIPA AMERICAN FUNDS, LLC

 

 

 

By: Yucaipa American Management, LLC

 

Its: Managing Member

 

 

 

 

By:

/s/ Ronald W. Burkle

 

 

Name: Ronald W. Burkle

 

 

Its: Managing Member

 

 

 

 

 

YUCAIPA AMERICAN ALLIANCE FUND II, LLC

 

 

 

By: Yucaipa American Funds, LLC

 

Its: Managing Member

 

 

 

 

By: Yucaipa American Management, LLC

 

 

Its: Managing Member

 

 

 

 

By:

/s/ Ronald W. Burkle

 

 

Name: Ronald W. Burkle

 

 

Its: Managing Member

 

9



 

 

YUCAIPA AMERICAN ALLIANCE FUND II, L.P.

 

 

 

By: Yucaipa American Alliance Fund II, LLC

 

Its: General Partner

 

 

 

 

By: Yucaipa American Funds, LLC

 

 

Its: Managing Member

 

 

 

 

By: Yucaipa American Management, LLC

 

 

Its: Managing Member

 

 

 

 

By:

/s/ Ronald W. Burkle

 

 

 

Name: Ronald W. Burkle

 

 

 

Its: Managing Member

 

 

 

YUCAIPA AMERICAN ALLIANCE (PARALLEL) FUND II,
L.P.

 

 

 

By: Yucaipa American Alliance Fund II, LLC

 

Its: General Partner

 

 

 

 

By: Yucaipa American Funds, LLC

 

 

Its: Managing Member

 

 

 

 

By: Yucaipa American Management, LLC

 

 

Its: Managing Member

 

 

 

 

By:

/s/ Ronald W. Burkle

 

 

 

Name: Ronald W. Burkle

 

 

 

Its: Managing Member

 

10