-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eeb+YAci/2v6IzbZ/VCPWCaQUHpT6/BMSrTdYOrJ+kZa3jqLrIoEv0g+R1ghTcdr iaY2CoXSldgIH2TnW1opzA== 0001181431-10-059013.txt : 20101203 0001181431-10-059013.hdr.sgml : 20101203 20101203060508 ACCESSION NUMBER: 0001181431-10-059013 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101129 FILED AS OF DATE: 20101203 DATE AS OF CHANGE: 20101203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RUTTENBERG ERIC M/ CENTRAL INDEX KEY: 0001141433 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32483 FILM NUMBER: 101229793 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TINICUM CAPITAL PARTNERS II PARALLEL FUND LP CENTRAL INDEX KEY: 0001285996 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32483 FILM NUMBER: 101229791 MAIL ADDRESS: STREET 1: 800 THIRD AVENUE STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ACCURIDE CORP CENTRAL INDEX KEY: 0000817979 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 611109077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ACCURIDE STREET 2: 7140 OFFICE CIRCLE CITY: EVANSVILLE STATE: IN ZIP: 47715 BUSINESS PHONE: 8129625000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OTOOLE TERENCE M CENTRAL INDEX KEY: 0001029627 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32483 FILM NUMBER: 101229789 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TINICUM CAPITAL PARTNERS II, L.P. CENTRAL INDEX KEY: 0001285997 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32483 FILM NUMBER: 101229792 BUSINESS ADDRESS: STREET 1: 800 THIRD AVENUE STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-735-2116 MAIL ADDRESS: STREET 1: 800 THIRD AVENUE STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: TINICUM CAPITAL PARTNERS II LP DATE OF NAME CHANGE: 20040402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tinicum Lantern II, LLC CENTRAL INDEX KEY: 0001426171 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32483 FILM NUMBER: 101229794 BUSINESS ADDRESS: STREET 1: 800 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 11530 BUSINESS PHONE: 2126995513 MAIL ADDRESS: STREET 1: 800 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 11530 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tinicum Capital Partners II Executive Fund L.L.C. CENTRAL INDEX KEY: 0001426594 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32483 FILM NUMBER: 101229790 BUSINESS ADDRESS: STREET 1: 800 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126995513 MAIL ADDRESS: STREET 1: 800 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 4 1 rrd292995.xml FORM 4 X0303 4 2010-11-29 0 0000817979 ACCURIDE CORP ACUZD 0001426171 Tinicum Lantern II, LLC 800 THIRD AVENUE 40TH FLOOR NEW YORK NY 10022 1 0 0 1 See Remarks 0001285997 TINICUM CAPITAL PARTNERS II, L.P. 800 THIRD AVENUE 40TH FLOOR NEW YORK NY 10022 1 0 0 1 See Remarks 0001285996 TINICUM CAPITAL PARTNERS II PARALLEL FUND LP 800 THIRD AVENUE 40TH FLOOR NEW YORK NY 10022 1 0 0 1 See Remarks 0001426594 Tinicum Capital Partners II Executive Fund L.L.C. 800 THIRD AVENUE 40TH FLOOR NEW YORK NY 10022 1 0 0 1 See Remarks 0001029627 OTOOLE TERENCE M C/O TINICUM LANTERN II L.L.C. 800 THIRD AVENUE, 40TH FLOOR NEW YORK NY 10022 1 0 0 1 See Remarks 0001141433 RUTTENBERG ERIC M/ C/O TINICUM LANTERN II L.L.C. 800 THIRD AVENUE, 40TH FLOOR NEW YORK NY 10022 1 0 0 1 See Remarks Common Stock 2010-11-29 4 C 0 1783616 A 2583565 D Common Stock 2010-11-29 4 C 0 9248 A 13400 D Common Stock 2010-11-29 4 C 0 5393 A 7765 D Common Stock 2010-11-29 4 C 0 1798257 A 2604730 I See Footnotes Common Stock 2010-11-29 4 C 0 1798257 A 2604730 I See Footnotes 7.5% Senior Convertible Notes due 2020 2010-11-29 4 C 0 7487522 D 2010-02-26 2020-02-24 Common Stock 1783616 0 D 7.5% Senior Convertible Notes due 2020 2010-11-29 4 C 0 38826 D 2010-02-26 2020-02-24 Common Stock 9248 0 D 7.5% Senior Convertible Notes due 2020 2010-11-29 4 C 0 22642 D 2010-02-26 2020-02-24 Common Stock 5393 0 D 7.5% Senior Convertible Notes due 2020 2010-11-29 4 C 0 7548990 D 2010-02-26 2020-02-24 Common Stock 1798257 0 I See Footnotes 7.5% Senior Convertible Notes due 2020 2010-11-29 4 C 0 7548990 D 2010-02-26 2020-02-24 Common Stock 1798257 0 I See Footnotes On November 29, Accuride Corporation (the "Issuer") settled its previously-announced offer to convert any and all of the Issuer's 7.5% Senior Convertible Notes due 2020 (the "Convertible Notes") into shares of the Issuer's Common Stock (the "Common Stock") and the related solicitation of consents from holders of Convertible Notes to certain proposed amendments (collectively, the "Conversion Offer"). Pursuant to the terms of the Conversion Offer, holders of Convertible Notes were entitled to surrender their Convertible Notes for conversion at a conversion rate of 218.2119 shares of Common Stock per $1,000 face amount of Convertible Notes validly tendered for conversion. (Continued in Footnote 2) Each of Tinicum Capital Partners II, L.P. ("TCP II"), Tinicum Capital Partners II Parallel Fund, L.P. (the "Parallel Fund") and Tinicum Capital Partners II Executive Fund L.L.C. (the "Executive Fund", and, collectively with TCP II and the Parallel Fund, the "Funds") converted all of their Convertible Notes (including amounts received as paid-in-kind interest) pursuant to the terms of the Conversion Offer. Additionally, during the pendency of the Conversion Offer, the Issuer completed a 1-for-10 reverse stock split on November 18, 2010. Represents shares of Common Stock received upon the conversion of $7,487,522 in aggregate principal amount of the Convertible Notes. The Reporting Persons disclaim any membership in any "group". The amount of securities shown in this row is owned directly by TCP II. Represents shares of Common Stock received upon the conversion of $38,826 in aggregate principal amount of the Convertible Notes. The amount of securities shown in this row is owned directly by the Parallel Fund. Represents shares of Common Stock received upon the conversion of $22,642 in aggregate principal amount of the Convertible Notes. The amount of securities shown in this row is owned directly by the Executive Fund. The amount of securities shown in this row is owned directly by the Funds. As the general partner to each of TCP II and the Parallel Fund and as the managing member of the Executive Fund, Tinicum Lantern II L.L.C. ("Tinicum Lantern") may be deemed to be the beneficial owner of the Issuer's securities held by each of the Funds. Tinicum Lantern disclaims any beneficial ownership of any of the Issuer's securities reported herein, except as to securities representing Tinicum Lantern's proportionate interest in each of the Funds. The amount of securities shown in this row is owned directly by the Funds. Each of Terence M. O'Toole and Eric M. Ruttenberg (the "Managing Members"), as a managing member of Tinicum Lantern, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Funds. The Managing Members disclaim any beneficial ownership of any of the Issuer's securities reported herein. The entities and individuals identified in the footnotes of this Form 4 (the "Reporting Persons") disclaim their potential status as directors by deputization by virtue of Robert J. Kelly's position on the board of directors of the Issuer. /s/ Terence M. O'Toole, on his own behalf and as an authorized signatory for each Reporting Person other than Eric M. Ruttenberg 2010-12-02 /s/ Eric M. Ruttenberg 2010-12-02 -----END PRIVACY-ENHANCED MESSAGE-----