0000899243-15-002016.txt : 20150731 0000899243-15-002016.hdr.sgml : 20150731 20150731170855 ACCESSION NUMBER: 0000899243-15-002016 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150729 FILED AS OF DATE: 20150731 DATE AS OF CHANGE: 20150731 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Blue Bird Corp CENTRAL INDEX KEY: 0001589526 STANDARD INDUSTRIAL CLASSIFICATION: TRUCK & BUS BODIES [3713] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 402 BLUE BIRD BOULEVARD CITY: FORT VALLEY STATE: GA ZIP: 31030 BUSINESS PHONE: 478-822-2130 MAIL ADDRESS: STREET 1: 402 BLUE BIRD BOULEVARD CITY: FORT VALLEY STATE: GA ZIP: 31030 FORMER COMPANY: FORMER CONFORMED NAME: Hennessy Capital Acquisition Corp. DATE OF NAME CHANGE: 20131017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Coliseum School Bus Holdings, LLC CENTRAL INDEX KEY: 0001635060 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36267 FILM NUMBER: 151020061 BUSINESS ADDRESS: STREET 1: METRO CENTER, 1 STATION PLACE STREET 2: 7TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 646-461-4142 MAIL ADDRESS: STREET 1: METRO CENTER, 1 STATION PLACE STREET 2: 7TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Coliseum Capital Partners II, L.P. CENTRAL INDEX KEY: 0001567187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36267 FILM NUMBER: 151020063 BUSINESS ADDRESS: STREET 1: METRO CENTER STREET 2: 1 STATION PLACE, 7TH FLOOR SOUTH CITY: STAMFORD STATE: CT ZIP: 06902-6800 BUSINESS PHONE: 203-883-0100 MAIL ADDRESS: STREET 1: METRO CENTER STREET 2: 1 STATION PLACE, 7TH FLOOR SOUTH CITY: STAMFORD STATE: CT ZIP: 06902-6800 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COLISEUM CAPITAL PARTNERS L P CENTRAL INDEX KEY: 0001356974 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36267 FILM NUMBER: 151020064 BUSINESS ADDRESS: STREET 1: METRO CENTER, 1 STATION PLACE STREET 2: 7TH FLOOR SOUTH CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-883-0100 MAIL ADDRESS: STREET 1: METRO CENTER, 1 STATION PLACE STREET 2: 7TH FLOOR SOUTH CITY: STAMFORD STATE: CT ZIP: 06902 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Coliseum Capital, LLC CENTRAL INDEX KEY: 0001409585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36267 FILM NUMBER: 151020065 BUSINESS ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-488-5555 MAIL ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Coliseum Capital Management, LLC CENTRAL INDEX KEY: 0001409751 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36267 FILM NUMBER: 151020067 BUSINESS ADDRESS: STREET 1: METRO CENTER STREET 2: 1 STATION PLACE, 7TH FLOOR SOUTH CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-883-0100 MAIL ADDRESS: STREET 1: METRO CENTER STREET 2: 1 STATION PLACE, 7TH FLOOR SOUTH CITY: STAMFORD STATE: CT ZIP: 06902 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gray Adam CENTRAL INDEX KEY: 0001454123 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36267 FILM NUMBER: 151020062 MAIL ADDRESS: STREET 1: 767 THIRD AVENUE STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shackelton Christopher S CENTRAL INDEX KEY: 0001430708 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36267 FILM NUMBER: 151020066 MAIL ADDRESS: STREET 1: 767 THIRD AVENUE STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-07-29 0 0001589526 Blue Bird Corp BLBD 0001409751 Coliseum Capital Management, LLC METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD CT 06902 1 0 1 0 0001430708 Shackelton Christopher S METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD CT 06902 1 0 1 0 0001409585 Coliseum Capital, LLC METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD CT 06902 1 0 1 0 0001356974 COLISEUM CAPITAL PARTNERS L P METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD CT 06902 1 0 1 0 0001567187 Coliseum Capital Partners II, L.P. METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD CT 06902 1 0 1 0 0001454123 Gray Adam METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD CT 06902 1 0 1 0 0001635060 Coliseum School Bus Holdings, LLC METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD CT 06902 1 0 1 0 Restricted Stock Equivalent Units 2015-07-29 4 A 0 4878 0.00 A Common Stock 4878 4878 I See footnote. For each vested Restricted Stock Equivalent Unit ("RSEU"), Blue Board Corporation (the "Issuer") will make a cash payment to Coliseum Capital Partners, L.P. ("CCP") equal to the fair market value of a share of the common stock ("Common Stock") of the Issuer on the Settlement Date. "Settlement Date" means the earlier of (i) the date Adam Gray's ("Gray") continuous service on the board of the Issuer terminates for any reason or (ii) the date of the consummation of a change of control. The RSEUs vest on March 30, 2016. The RSEUs were received by CCP pursuant to an agreement under which Gray assigned to CCP the right to receive all compensation (including equity compensation) that Gray would otherwise receive as a director of the Issuer. These securities are held directly by CCP, an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser. Coliseum Capital Partners II, L.P. ("CCP2") is an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser. Christopher Shackelton ("Shackelton") and Gray are managers of CCM and CC. Coliseum School Bus Holdings, LLC ("CSB") is a Delaware limited liability company through which CCP, CCP2 and a separate account investment advisory client of CCM (the "Separate Account") have invested in the Issuer's 7.625% Series A Convertible Cumulative Preferred Stock. CCM is the manager of CSB. (Continued from Footnote 3) Each of Shackelton, Gray, CCP, CCP2, the Separate Account, CC, CSB and CCM disclaim beneficial ownership of these securities except to the extent of that person's pecuniary interest therein. Adam Gray is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: Coliseum Capital Management, LLC; Coliseum Capital, LLC; Coliseum Capital Partners, L.P.; Coliseum Capital Partners II, L.P.; Coliseum School Bus Holdings, LLC and Christopher Shackelton. Exhibit List Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney Coliseum Capital Management, LLC, By: /s/ Adam Gray, Manager 2015-07-31 Christopher Shackelton, By: /s/ Adam Gray, Attorney-in-Fact 2015-07-31 Coliseum Capital, LLC, By: /s/ Adam Gray, Manager 2015-07-31 Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Adam Gray, Manager 2015-07-31 Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Adam Gray, Manager 2015-07-31 /s/ Adam Gray 2015-07-31 Coliseum School Bus Holdings, LLC, By: Coliseum Capital Management, LLC, its Manager, By: /s/ Adam Gray, Manager 2015-07-31 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT 
                                  EXHIBIT 24.1

                               POWER OF ATTORNEY

                                 July 29, 2015

     Know all by these presents, that the undersigned hereby constitutes and
appoints Christopher Shackelton the undersigned's true and lawful
attorney-in-fact to:

     1.   execute for and on behalf of the undersigned, in the undersigned's
capacity as a beneficial owner and possibly a director by deputization, as
applicable, of Blue Bird Corporation (the "Company"), (a) Schedules 13D and 13G
(and any amendments thereto) in accordance with Sections 13(d) and 13(g) of the
Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder,
(b) Forms 3, 4, and 5 (and any amendments thereto) in accordance with Section
16(a) of the Exchange Act and the rules thereunder, and (c) any other forms or
reports the undersigned may be required to file in connection with the
undersigned's ownership, acquisition, or disposition of securities of the
Company;

     2.   do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Schedule
13D, Schedule 13G, Form 3, 4, or 5, or other form or report (or any amendment
thereto), and timely file such schedule, form or report with the U.S. Securities
and Exchange Commission and any stock exchange or similar authority; and

     3.   take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

     The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorney-in- fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 13 and Section 16 of the Exchange Act.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Schedules 13D and 13G and Forms 3, 4,
and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date first written above.

/s/ Adam Gray
-------------------------
Signature


Adam Gray
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Print Name
EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT 
                                  EXHIBIT 24.2

                               POWER OF ATTORNEY

                                 July 30, 2015

     Know all by these presents, that the undersigned hereby constitutes and
appoints Adam Gray the undersigned's true and lawful attorney-in-fact to:

     1.   execute for and on behalf of the undersigned, in the undersigned's
capacity as a beneficial owner and a director of Blue Bird Corporation (the
"Company"), (a) Schedules 13D and 13G (and any amendments thereto) in accordance
with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the
"Exchange Act") and the rules thereunder, (b) Forms 3, 4, and 5 (and any
amendments thereto) in accordance with Section 16(a) of the Exchange Act and the
rules thereunder, and (c) any other forms or reports the undersigned may be
required to file in connection with the undersigned's ownership, acquisition, or
disposition of securities of the Company;

     2.   do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Schedule
13D, Schedule 13G, Form 3, 4, or 5, or other form or report (or any amendment
thereto), and timely file such schedule, form or report with the U.S. Securities
and Exchange Commission and any stock exchange or similar authority; and

     3.   take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

     The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorney-in- fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 13 and Section 16 of the Exchange Act.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Schedules 13D and 13G and Forms 3, 4,
and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date first written above.

/s/ Christopher Shackelton
-------------------------------
Signature


Christopher Shackelton
-------------------------------
Print Name