|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
|
Page 1 of 17 Pages
|
|
13G
|
1)
|
NAME OF REPORTING PERSONS
Scoggin Capital Management II LLC
|
|||
2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)¨
(b)ý
|
||
3)
|
SEC USE ONLY
|
|||
4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5)
|
SOLE VOTING POWER
232,022
|
||
6)
|
SHARED VOTING POWER
0
|
|||
7)
|
SOLE DISPOSITIVE POWER
232,022
|
|||
8)
|
SHARED DISPOSITIVE POWER
0
|
|||
9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
232,022
|
|||
10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
|||
11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8%
|
|||
12)
|
TYPE OF REPORTING PERSON
PN
|
|
13G
|
1)
|
NAME OF REPORTING PERSONS
Scoggin International Fund, Ltd.
|
|||
2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)¨
(b)ý
|
||
3)
|
SEC USE ONLY
|
|||
4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5)
|
SOLE VOTING POWER
259,863
|
||
6)
|
SHARED VOTING POWER
0
|
|||
7)
|
SOLE DISPOSITIVE POWER
259,863
|
|||
8)
|
SHARED DISPOSITIVE POWER
0
|
|||
9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
259,863
|
|||
10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
|||
11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9%
|
|||
12)
|
TYPE OF REPORTING PERSON
CO
|
|
13G
|
1)
|
NAME OF REPORTING PERSONS
Scoggin LLC
|
|||
2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)¨
(b)ý
|
||
3)
|
SEC USE ONLY
|
|||
4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5)
|
SOLE VOTING POWER
491,885
|
||
6)
|
SHARED VOTING POWER
0
|
|||
7)
|
SOLE DISPOSITIVE POWER
491,885
|
|||
8)
|
SHARED DISPOSITIVE POWER
0
|
|||
9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
491,885
|
|||
10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
|||
11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6%
|
|||
12)
|
TYPE OF REPORTING PERSON
OO
|
|
13G
|
1)
|
NAME OF REPORTING PERSONS
Scoggin Worldwide Fund, Ltd.
|
|||
2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)¨
(b)ý
|
||
3)
|
SEC USE ONLY
|
|||
4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5)
|
SOLE VOTING POWER
0
|
||
6)
|
SHARED VOTING POWER
0
|
|||
7)
|
SOLE DISPOSITIVE POWER
0
|
|||
8)
|
SHARED DISPOSITIVE POWER
0
|
|||
9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
|||
11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|||
12)
|
TYPE OF REPORTING PERSON
CO
|
|
13G
|
1)
|
NAME OF REPORTING PERSONS
Old Bell Associates LLC
|
|||
2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)¨
(b)ý
|
||
3)
|
SEC USE ONLY
|
|||
4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5)
|
SOLE VOTING POWER
0
|
||
6)
|
SHARED VOTING POWER
0
|
|||
7)
|
SOLE DISPOSITIVE POWER
0
|
|||
8)
|
SHARED DISPOSITIVE POWER
0
|
|||
9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
|||
11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|||
12)
|
TYPE OF REPORTING PERSON
OO
|
|
13G
|
1)
|
NAME OF REPORTING PERSONS
A. Dev Chodry
|
|||
2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)¨
(b)ý
|
||
3)
|
SEC USE ONLY
|
|||
4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5)
|
SOLE VOTING POWER
0
|
||
6)
|
SHARED VOTING POWER
0
|
|||
7)
|
SOLE DISPOSITIVE POWER
0
|
|||
8)
|
SHARED DISPOSITIVE POWER
0
|
|||
9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
|||
11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|||
12)
|
TYPE OF REPORTING PERSON
IN
|
|
13G
|
1)
|
NAME OF REPORTING PERSONS
Craig Effron
|
|||
2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)¨
(b)ý
|
||
3)
|
SEC USE ONLY
|
|||
4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5)
|
SOLE VOTING POWER
0
|
||
6)
|
SHARED VOTING POWER
491,885
|
|||
7)
|
SOLE DISPOSITIVE POWER
0
|
|||
8)
|
SHARED DISPOSITIVE POWER
491,885
|
|||
9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
491,885
|
|||
10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
|||
11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6%
|
|||
12)
|
TYPE OF REPORTING PERSON
IN
|
|
13G
|
1)
|
NAME OF REPORTING PERSONS
Curtis Schenker
|
|||
2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)¨
(b)ý
|
||
3)
|
SEC USE ONLY
|
|||
4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5)
|
SOLE VOTING POWER
0
|
||
6)
|
SHARED VOTING POWER
491,885
|
|||
7)
|
SOLE DISPOSITIVE POWER
0
|
|||
8)
|
SHARED DISPOSITIVE POWER
491,885
|
|||
9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
491,885
|
|||
10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
|||
11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6%
|
|||
12)
|
TYPE OF REPORTING PERSON
IN
|
|
Schedule 13G
|
Item 1(a).
|
Name of Issuer:
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
Item 2(a).
|
Name of Persons Filing:
|
(i)
|
Scoggin Capital Management II LLC
|
(ii)
|
Scoggin International Fund, Ltd.
|
(iii)
|
Scoggin LLC
|
(iv)
|
Scoggin Worldwide Fund, Ltd.
|
(v)
|
Old Bell Associates LLC
|
(vi)
|
A. Dev Chodry
|
(vii)
|
Craig Effron
|
(viii)
|
Curtis Schenker
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
Item 2(c).
|
Citizenship or Place of Organization:
|
(i)
|
Scoggin Capital Management II LLC
Delaware
|
(ii)
|
Scoggin International Fund, Ltd.
Cayman Islands
|
(iii)
|
Scoggin LLC
New York
|
(iv)
|
Scoggin Worldwide Fund, Ltd.
Cayman Islands
|
(v)
|
Old Bell Associates LLC
New York
|
(vi)
|
A. Dev Chodry
USA
|
(vii)
|
Craig Effron
USA
|
(viii)
|
Curtis Schenker
USA
|
Item 2(d).
|
Title of Class of Securities:
|
Item 2(e).
|
CUSIP Number:
|
Item 3.
|
If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
(a)
|
¨
|
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
|
|
(b)
|
¨
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
¨
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
¨
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
(e)
|
¨
|
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
¨
|
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
¨
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
¨
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
¨
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
|
|
(j)
|
¨
|
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
¨
|
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
|
Item 4.
|
Ownership.
|
|
(a)
|
Amount beneficially owned: 232,022
|
|
(b)
|
Percent of class: 0.8%2
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: 232,022
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 232,022
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 0
|
|
(a)
|
Amount beneficially owned: 259,863
|
|
(b)
|
Percent of class: 0.9%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: 259,863
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 259,863
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 0
|
1
|
The investment manager of Scoggin Capital Management II LLC is Scoggin LLC. Craig Effron and Curtis Schenker are the managing members of Scoggin LLC.
|
|
(a)
|
Amount beneficially owned: 491,885
|
|
(b)
|
Percent of class: 1.6%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: 491,885
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 491,885
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 0
|
|
(a)
|
Amount beneficially owned: 0
|
|
(b)
|
Percent of class: 0.0%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 0
|
4
|
Scoggin LLC is the investment manager of Scoggin Capital Management II LLC and Scoggin International Fund, Ltd. Scoggin LLC serves as investment sub-manager for equity and event-driven investing for Scoggin Worldwide Fund, Ltd. Craig Effron and Curtis Schenker are the managing members of Scoggin LLC.
|
5
|
The investment manager of Scoggin Worldwide Fund, Ltd. is Old Bellows Partners LP. The general partner of Old Bellows Partners LP is Old Bell Associates LLC. A. Dev Chodry is a principal of Old Bellows Partners LP. Scoggin LLC is a principal of Old Bellows Partners LP and serves as investment sub-manager for equity and event-driven investing for Scoggin Worldwide Fund, Ltd. Craig Effron and Curtis Schenker are the managing members of Scoggin LLC.
|
|
(a)
|
Amount beneficially owned: 0
|
|
(b)
|
Percent of class: 0.0%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 0
|
|
(a)
|
Amount beneficially owned: 0
|
|
(b)
|
Percent of class: 0.0%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 0
|
|
(a)
|
Amount beneficially owned: 491,885
|
|
(b)
|
Percent of class: 1.6%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
Shared power to vote or to direct the vote: 491,885
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 491,885
|
|
(a)
|
Amount beneficially owned: 491,885
|
|
(b)
|
Percent of class: 1.6%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
Shared power to vote or to direct the vote: 491,885
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 491,885
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Item 9.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Notice of Dissolution of Group.
|
Item 10.
|
Certification.
|
|
SIGNATURE
|
Dated as of February 1, 2013
|
Scoggin Capital Management II LLC
|
By: Scoggin LLC, its Investment Manager
|
|
By: /s/ Craig Effron
Title: Member
|
Dated as of February 1, 2013
|
Scoggin International Fund, Ltd.
|
By: Scoggin LLC, its Investment Manager
|
|
By: /s/ Craig Effron
Title: Member
|
Dated as of February 1, 2013
|
Scoggin LLC
|
By: /s/ Craig Effron
Title: Member
|
Dated as of February 1, 2013
|
Scoggin Worldwide Fund, Ltd.
|
By: /s/ A. Dev Chodry
Title: Director
|
Dated as of February 1, 2013
|
Old Bell Associates LLC
|
By: /s/ A. Dev Chodry
Title: Manager
|
Dated as of February 1, 2013
|
/s/ A. Dev Chodry
A. Dev Chodry
|
Dated as of February 1, 2013
|
/s/ Craig Effron
Craig Effron
|
Dated as of February 1, 2013
|
/s/ Curtis Schenker
Curtis Schenker
|
|
Exhibit A
|
|
Agreement of Joint Filing
|
Dated as of February 1, 2013
|
Scoggin Capital Management II LLC
|
By: Scoggin LLC, its Investment Manager
|
|
By: /s/ Craig Effron
Title: Member
|
Dated as of February 1, 2013
|
Scoggin International Fund, Ltd.
|
By: Scoggin LLC, its Investment Manager
|
|
By: /s/ Craig Effron
Title: Member
|
Dated as of February 1, 2013
|
Scoggin LLC
|
By: /s/ Craig Effron
Title: Member
|
Dated as of February 1, 2013
|
Scoggin Worldwide Fund, Ltd.
|
By: /s/ A. Dev Chodry
Title: Director
|
Dated as of February 1, 2013
|
Old Bell Associates LLC
|
By: /s/ A. Dev Chodry
Title: Manager
|
Dated as of February 1, 2013
|
/s/ A. Dev Chodry
A. Dev Chodry
|
Dated as of February 1, 2013
|
/s/ Craig Effron
Craig Effron
|
Dated as of February 1, 2013
|
/s/ Curtis Schenker
Curtis Schenker
|