UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 


 

 

SCHEDULE 13D

 

 

 

Under the Securities Exchange Act of 1934

ACCURIDE CORPORATION

(Name of Issuer)

 

Common Stock, $0.01 par value

(Title of Class of Securities)

 


 

00439T107

(CUSIP Number)

 

Robert E. Davis

Richard E. Maybaum

Cetus Capital, LLC

Littlejohn Fund III, L.P.

Littlejohn Associates III, L.L.C.

Cetus Capital II, LLC

Littlejohn Fund IV, L.P.

Littlejohn Associates IV, L.L.C.

Littlejohn Opportunities Master Fund LP

SG Distressed Fund, LP

Littlejohn Opportunities GP LLC

8 Sound Shore Drive

Suite 303

Greenwich, CT 06830

(203) 552-3500

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

 

Copy to:

 

Shon Glusky, Esq.

Louis Lehot, Esq.

Jason Schendel, Esq.

Sheppard Mullin Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10112

(212) 634-3000

 

November 13, 2012

(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 x.

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.

*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.   00439T107

 

 

1

Name of Reporting Persons
Cetus Capital, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check 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
2,742,223

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,742,223

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,742,223

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
5.79% (1)

 

 

14

Type of Reporting Person
OO

 


(1) This value is based on 47,385,314 shares of common stock of the Issuer outstanding as of November 7, 2012, according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2012.

 

2



 

CUSIP No.   00439T107

 

 

1

Name of Reporting Persons
Littlejohn Fund III, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check 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
2,742,223

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,742,223

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,742,223

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
5.79% (1)

 

 

14

Type of Reporting Person
OO

 


(1) This value is based on 47,385,314 shares of common stock of the Issuer outstanding as of November 7, 2012, according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2012.

 

3



 

CUSIP No.   00439T107

 

 

1

Name of Reporting Persons
Littlejohn Associates III, L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check 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
2,742,223

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,742,223

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,742,223

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
5.79% (1)

 

 

14

Type of Reporting Person
OO

 


(1) This value is based on 47,385,314 shares of common stock of the Issuer outstanding as of November 7, 2012, according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2012.

 

4



 

CUSIP No.   00439T107

 

 

1

Name of Reporting Persons
Cetus Capital II, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check 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
3,058,188

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
3,058,188

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,058,188

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
6.45% (1)

 

 

14

Type of Reporting Person
OO

 


(1) This value is based on 47,385,314 shares of common stock of the Issuer outstanding as of November 7, 2012, according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2012.

 

5



 

CUSIP No.   00439T107

 

 

1

Name of Reporting Persons
Littlejohn Fund IV, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check 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
3,058,188

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
3,058,188

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,058,188

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
6.45% (1)

 

 

14

Type of Reporting Person
OO

 


(1) This value is based on 47,385,314 shares of common stock of the Issuer outstanding as of November 7, 2012, according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2012.

 

6



 

CUSIP No.   00439T107

 

 

1

Name of Reporting Persons
Littlejohn Associates IV, L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check 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
3,058,188

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
3,058,188

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,058,188

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
6.45% (1)

 

 

14

Type of Reporting Person
OO

 


(1) This value is based on 47,385,314 shares of common stock of the Issuer outstanding as of November 7, 2012, according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2012.

 

7



 

CUSIP No.   00439T107

 

 

1

Name of Reporting Persons
Littlejohn Opportunities Master Fund LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

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

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
759,212

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
759,212

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
759,212

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
1.60% (1)

 

 

14

Type of Reporting Person
OO

 


(1) This value is based on 47,385,314 shares of common stock of the Issuer outstanding as of November 7, 2012, according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2012.

 

8



 

CUSIP No.   00439T107

 

 

1

Name of Reporting Persons
SG Distressed Fund, LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check 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
314,558

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
314,558

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
314,558

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
0.66% (1)

 

 

14

Type of Reporting Person
OO

 


(1) This value is based on 47,385,314 shares of common stock of the Issuer outstanding as of November 7, 2012, according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2012.

 

9



 

CUSIP No.   00439T107

 

 

1

Name of Reporting Persons
Littlejohn Opportunities GP LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check 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
1,073,770

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
1,073,770

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,073,770

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
2.27% (1)

 

 

14

Type of Reporting Person
OO

 


(1) This value is based on 47,385,314 shares of common stock of the Issuer outstanding as of November 7, 2012, according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2012.

 

10



 

CUSIP No.   00439T107

 

 

1

Name of Reporting Persons
Robert E. Davis

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

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

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
74,365

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
74,365

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
74,365

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
0.157% (1)

 

 

14

Type of Reporting Person
IN

 


(1) This value is based on 47,385,314 shares of common stock of the Issuer outstanding as of November 7, 2012, according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2012.

 

11



 

CUSIP No.   00439T107

 

 

1

Name of Reporting Persons
Richard E. Maybaum

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

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

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
8,650

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
8,650

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
8,650

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
0.018% (1)

 

 

14

Type of Reporting Person
IN

 


(1) This value is based on 47,385,314 shares of common stock of the Issuer outstanding as of November 7, 2012, according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2012.

 

12



 

Item 1.

Security and Issuer

 

This statement on Schedule 13D relates to the shares of common stock, par value $0.01 per share (the “Shares”), of Accuride Corporation, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 7140 Office Circle, Evansville, Indiana 47715.

 

 

Item 2.

Identity and Background

(a) This statement is filed by the individuals and entities listed below, all of whom together are referred to herein as the “Reporting Persons”.

 

(i) Cetus Capital, LLC, a Delaware limited liability company (“Cetus”), is a single member LLC whose only member is Littlejohn Fund III, L.P., a Delaware limited partnership (“Littlejohn Fund III”), and whose manager is Littlejohn & Co., LLC, a Delaware limited liability company.

 

(ii) Littlejohn Fund III, L.P., whose general partner is Littlejohn Associates III, L.L.C., a Delaware limited liability company (“Littlejohn Associates III”).

 

(iii) Littlejohn Associates III.

 

(iv) Cetus Capital II, LLC, a Delaware limited liability company (“Cetus II”), is a single member LLC whose only member is Littlejohn Fund IV, L.P., a Delaware limited partnership (“Littlejohn Fund IV”), and whose manager is Littlejohn Managers LLC, a Delaware limited liability company.

 

(v) Littlejohn Fund IV, L.P., whose general partner is Littlejohn Associates IV, L.L.C., a Delaware limited liability company (“Littlejohn Associates IV”).

 

(vi) Littlejohn Associates IV.

 

(vii) Littlejohn Opportunities Master Fund LP, a Cayman Islands limited partnership (“Littlejohn Opportunities Master Fund”), whose general partner is Littlejohn Opportunities GP LLC, a Delaware limited liability company (“Littlejohn Opportunities GP”).

 

(viii) SG Distressed Fund, LP, a Delaware limited partnership (“SG Distressed Fund”), whose general partner is Littlejohn Opportunities GP.

 

(ix) Littlejohn Opportunities GP.

 

(x) Robert E. Davis.

 

(xi)  Richard E. Maybaum.

 

(b) The address of the principal business office of each of the Reporting Persons is 8 Sound Shore Drive, Suite 303, Greenwich, CT 06830.

 

(c) Cetus, Cetus II, Littlejohn Opportunities Master Fund and SG Distressed Fund are private investment vehicles engaged in investing in debt and equity instruments.  Littlejohn Fund III and Littlejohn Fund IV are principally engaged in the business of investing and managing private equity investments.  The principal business of Littlejohn Associates III is to act as the general partner of Littlejohn Fund III.  The principal business of Littlejohn Associates IV is to act as the general partner of Littlejohn Fund IV.  The principal business of Littlejohn Opportunities GP is to act as the general partner of Littlejohn Opportunities Master Fund and SG Distressed Fund. Robert E. Davis and Richard E. Maybaum are the portfolio managers for Cetus, Cetus II, Littlejohn Opportunities Master Fund and SG Distressed Fund.

 

(d) – (e)  During the last five years, none of the Reporting Persons or, to their knowledge, any of the directors or executive officers of the Reporting Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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.

 

 

13



 

(f) Cetus and Cetus II are Delaware limited liability companies. Littlejohn Fund III and Littlejohn Fund IV are Delaware limited partnerships. Littlejohn Associates III and Littlejohn Associates IV are Delaware limited liability companies.  Littlejohn Opportunities Master Fund is a Cayman Islands limited partnership.  Littlejohn Opportunities GP is a Delaware limited liability company. SG Distressed Fund is a Delaware limited partnership.

Item 3.

Source and Amount of Funds or Other Consideration

The Shares were acquired in open market purchases or through the conversion of converible notes acquired in private placement transactions, in all cases using internally generated funds of Cetus.  No funds or consideration were borrowed or obtained for the purpose of acquiring the Shares.  A total of approximately $35,604,414.03 was paid for the Shares acquired by the Reporting Persons and reported herein.

 

 

Item 4.

Purpose of Transaction

The Reporting Persons acquired and continue to hold the Shares reported in this Schedule 13D for investment purposes and in pursuit of their investment objectives. The Reporting Persons continuously evaluate, among many other things, the Issuer’s business, results of operations, financial condition, capitalization, management and corporate governance, as well as general economic conditions, the securities markets in general, and the markets for the Shares in particular, and the Reporting Person continuously evaluate their investments in the Shares and other investment opportunities available to them.

 

Depending upon the Reporting Persons’ continued evaluation of the Issuer, the Reporting Persons may, among other things, (i) acquire additional securities of the Issuer and/or dispose of some or all of the Shares that the Reporting Persons currently hold, (ii) engage in active discussions with the Issuer’s management and members of the Issuer’s board of directors with respect to actions that might be taken by the Issuer to enhance stockholder value for all of the Issuer’s stockholders, (iii) communicate with other stockholders of the Issuer regarding the management, operation, financing and corporate governance of the Company and/or (iv) take such other actions as the Reporting Persons may determine from time to time. Any such actions will depend upon a variety of factors that the Reporting Persons may deem material or relevant from time to time.

 

Except as set forth above, the Reporting Persons have no present plans or proposals which relate to or would result in any of the transactions required to be described in Item 4 of Schedule 13D.

 

This Schedule 13D is not a solicitation of any action by stockholders of the Issuer. If a proxy statement is completed and filed, stockholders are advised to read the proxy statement when it becomes available because it will contain important information, and stockholders should rely on such proxy statement and not on this Schedule 13D. The proxy statement, if filed, will be available for free at the SEC’s website at http://www.sec.gov.

 

Bond Short Sale Transactions

 

On October 15, 2012, certain of the Reporting Persons executed open market transactions in which they sold short an aggregate of $2,000,000 face value of the Issuer’s 9.5% senior secured notes due 2018 for an aggregate net sales price of $2,015,639.  Pursuant to these short sale transactions, the Reporting Persons will be obligated to purchase $2,000,000 face value of the Issuer’s 9.5% senior secured notes due 2018 in the future.

 

 

Item 5.

Interest in Securities of the Issuer

(a) – (b) As of August 1, 2012, the number of shares of the Issuer’s common stock outstanding was 47,385,314 according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2012.  As of the date hereof, the Reporting Persons are the beneficial owners of 6,957,196 Shares, which constitutes 14.68% of the Issuer’s outstanding shares of common stock.  Each of Cetus, Littlejohn Fund III and Littlejohn Associates III has the sole power to vote and sole power to dispose of 2,742,223 Shares.  Each of Cetus II, Littlejohn Fund IV and Littlejohn Associates IV has the sole power to vote and sole power to dispose of 3,058,188 Shares.  Each of Littlejohn Opportunities Master Fund and Littlejohn Opportunities GP has the

 

14



 

sole power to vote and sole power to dispose of 759,212 Shares.  Each of SG Distressed Fund and Littlejohn Opportunities GP has the sole power to vote and sole power to dispose of 314,558 Shares.  Robert E. Davis has the sole power to vote and the sole power to dispose of 74,365 Shares.  Richard E. Maybaum has the sole power to vote and the sole power to dispose of 8,650 Shares.  The information set forth in Item 6 of this Schedule 13D as amended or supplemented is hereby incorporated herein by reference.

 

(c) The Reporting Persons conducted 96 open market purchases or sales in the ordinary course of business within the past 60 days as set forth in the table attached below. 

 

TradeDate

 

Fund

 

Common Stock
Acquired/(Sold)

 

Price Per Share($)

 

9/13/2012

 

Cetus Capital II, LLC

 

60,252

 

5.2072

 

9/13/2012

 

Richard E. Maybaum

 

200

 

5.15

 

9/13/2012

 

Littlejohn Opportunities Master Fund L.P.

 

6,494

 

5.2072

 

9/13/2012

 

SG Distressed Fund, LP

 

5,412

 

5.2072

 

9/18/2012

 

Cetus Capital II, LLC

 

6,406

 

5.0231

 

9/18/2012

 

Littlejohn Opportunities Master Fund L.P.

 

690

 

5.0231

 

9/18/2012

 

Robert E. Davis

 

10,000

 

5.00

 

9/18/2012

 

Richard E. Maybaum

 

200

 

5.10

 

9/18/2012

 

Richard E. Maybaum

 

200

 

5.05

 

9/18/2012

 

Richard E. Maybaum

 

200

 

5.00

 

9/18/2012

 

Richard E. Maybaum

 

200

 

4.98

 

9/18/2012

 

Robert E. Davis

 

800

 

4.999

 

9/18/2012

 

Robert E. Davis

 

5,000

 

5.019

 

9/18/2012

 

SG Distressed Fund, LP

 

575

 

5.0231

 

9/19/2012

 

Cetus Capital II, LLC

 

923

 

4.8477

 

9/19/2012

 

Littlejohn Opportunities Master Fund L.P.

 

221

 

4.8477

 

9/19/2012

 

SG Distressed Fund, LP

 

156

 

4.8477

 

9/19/2012

 

Richard E. Maybaum

 

200

 

4.95

 

9/19/2012

 

Richard E. Maybaum

 

300

 

4.85

 

9/19/2012

 

Cetus Capital II, LLC

 

(2,822

)

4.9742

 

9/19/2012

 

Littlejohn Opportunities Master Fund L.P.

 

(491

)

4.9742

 

9/19/2012

 

SG Distressed Fund, LP

 

(287

)

4.9742

 

9/19/2012

 

Cetus Capital II, LLC

 

35,500

 

4.85

 

9/19/2012

 

Littlejohn Opportunities Master Fund L.P.

 

8,500

 

4.85

 

9/19/2012

 

SG Distressed Fund, LP

 

6,000

 

4.85

 

9/20/2012

 

Littlejohn Opportunities Master Fund L.P.

 

(427

)

4.7828

 

9/20/2012

 

SG Distressed Fund, LP

 

(252

)

4.7828

 

9/20/2012

 

Robert E. Davis

 

4,300

 

4.79

 

9/20/2012

 

Robert E. Davis

 

700

 

4.7799

 

9/20/2012

 

Richard E. Maybaum

 

200

 

4.80

 

9/20/2012

 

Richard E. Maybaum

 

200

 

4.78

 

9/20/2012

 

Littlejohn Opportunities Master Fund L.P.

 

4,590

 

4.8103

 

 

15



 

9/20/2012

 

Cetus Capital II, LLC

 

19,168

 

4.8103

 

9/20/2012

 

SG Distressed Fund, LP

 

3,240

 

4.8103

 

9/20/2012

 

Cetus Capital II, LLC

 

(2,421

)

4.7828

 

9/21/2012

 

Cetus Capital II, LLC

 

568

 

4.78

 

9/21/2012

 

Richard E. Maybaum

 

200

 

4.78

 

9/21/2012

 

Richard E. Maybaum

 

200

 

4.75

 

9/21/2012

 

SG Distressed Fund, LP

 

96

 

4.78

 

9/21/2012

 

Littlejohn Opportunities Master Fund L.P.

 

136

 

4.78

 

10/8/2012

 

SG Distressed Fund, LP

 

377

 

4.6559

 

10/8/2012

 

Cetus Capital II, LLC

 

2,232

 

4.659

 

10/8/2012

 

Littlejohn Opportunities Master Fund L.P.

 

535

 

4.6559

 

10/9/2012

 

Cetus Capital II, LLC

 

710

 

4.57

 

10/9/2012

 

Littlejohn Opportunities Master Fund L.P.

 

170

 

4.57

 

10/9/2012

 

SG Distressed Fund, LP

 

120

 

4.57

 

10/10/2012

 

Cetus Capital II, LLC

 

2,433

 

3.1322

 

10/10/2012

 

SG Distressed Fund, LP

 

411

 

3.1322

 

10/10/2012

 

Cetus Capital II, LLC

 

56,800

 

3.11

 

10/10/2012

 

Littlejohn Opportunities Master Fund L.P.

 

13,600

 

3.11

 

10/10/2012

 

SG Distressed Fund, LP

 

9,600

 

3.11

 

10/10/2012

 

Littlejohn Opportunities Master Fund L.P.

 

582

 

3.1322

 

10/11/2012

 

SG Distressed Fund, LP

 

7,706

 

3.2543

 

10/11/2012

 

Cetus Capital II, LLC

 

45,593

 

3.2543

 

10/11/2012

 

Littlejohn Opportunities Master Fund L.P.

 

10,916

 

3.2543

 

10/11/2012

 

Cetus Capital II, LLC

 

95,850

 

3.2548

 

10/11/2012

 

SG Distressed Fund, LP

 

16,200

 

3.2548

 

10/11/2012

 

Littlejohn Opportunities Master Fund L.P.

 

22,950

 

3.2548

 

10/12/2012

 

Cetus Capital II, LLC

 

71,000

 

3.009

 

10/12/2012

 

Littlejohn Opportunities Master Fund L.P.

 

17,000

 

3.009

 

10/12/2012

 

SG Distressed Fund, LP

 

12,000

 

3.009

 

10/12/2012

 

Cetus Capital II, LLC

 

12,141

 

3.0631

 

10/12/2012

 

Littlejohn Opportunities Master Fund L.P.

 

2,907

 

3.0631

 

10/12/2012

 

SG Distressed Fund, LP

 

2,052

 

3.0631

 

10/16/2012

 

Richard E. Maybaum

 

100

 

3.01

 

10/16/2012

 

Richard E. Maybaum

 

400

 

3.0099

 

10/16/2012

 

Richard E. Maybaum

 

200

 

2.99

 

10/17/2012

 

Robert E. Davis

 

10,000

 

2.99

 

10/19/2012

 

SG Distressed Fund, LP

 

357

 

2.8724

 

10/19/2012

 

Cetus Capital II, LLC

 

1,281

 

2.8724

 

10/19/2012

 

Littlejohn Opportunities Master Fund L.P.

 

462

 

2.8724

 

10/22/2012

 

Cetus Capital II, LLC

 

21,960

 

2.9225

 

10/22/2012

 

Littlejohn Opportunities Master Fund L.P.

 

7,920

 

2.9225

 

 

16



 

10/22/2012

 

SG Distressed Fund, LP

 

6,120

 

2.9225

 

10/22/2012

 

Cetus Capital II, LLC

 

30,500

 

2.91

 

10/22/2012

 

Littlejohn Opportunities Master Fund L.P.

 

11,000

 

2.91

 

10/22/2012

 

SG Distressed Fund, LP

 

8,500

 

2.91

 

10/23/2012

 

Littlejohn Opportunities Master Fund L.P.

 

3,740

 

2.8232

 

10/23/2012

 

Cetus Capital II, LLC

 

10,370

 

2.8232

 

10/23/2012

 

SG Distressed Fund, LP

 

2,890

 

2.8232

 

10/24/2012

 

Cetus Capital II, LLC

 

9,479

 

2.7219

 

10/24/2012

 

Littlejohn Opportunities Master Fund L.P.

 

3,419

 

2.7219

 

10/24/2012

 

SG Distressed Fund, LP

 

2,642

 

2.7219

 

10/26/2012

 

Littlejohn Opportunities Master Fund L.P.

 

91

 

2.65

 

10/26/2012

 

SG Distressed Fund, LP

 

70

 

2.65

 

10/26/2012

 

Cetus Capital II, LLC

 

253

 

2.65

 

10/27/2012

 

Robert E. Davis

 

30,800

 

4.60

 

11/1/2012

 

Cetus Capital II, LLC

 

3,289

 

2.6347

 

11/1/2012

 

Littlejohn Opportunities Master Fund L.P.

 

946

 

2.6347

 

11/1/2012

 

SG Distressed Fund, LP

 

271

 

2.6347

 

11/2/2012

 

Cetus Capital II, LLC

 

30,270

 

2.3861

 

11/2/2012

 

Littlejohn Opportunities Master Fund L.P.

 

8,708

 

2.3861

 

11/2/2012

 

SG Distressed Fund, LP

 

2,488

 

2.3861

 

11/2/2012

 

Cetus Capital II, LLC

 

1,600,816

 

2.4329

 

11/2/2012

 

Littlejohn Opportunities Master Fund L.P.

 

460,509

 

2.4329

 

11/2/2012

 

SG Distressed Fund, LP

 

131,574

 

2.4329

 

 

Except as set forth above, there have been no transactions with respect to the Shares during the sixty days prior to the date of this Schedule 13D by the Reporting Persons or, to their knowledge, by any executive officer or director of the Reporting Persons.

 

(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.

 

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Please see the disclosure above in Item 4 under the heading “Bond Short Sale Transactions”.

 

Except as otherwise described herein, no contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Issuer between the Reporting Persons, or any other person or entity controlled by any Reporting Person, or any person or entity for which any Reporting Person possesses voting or investment control, and any other person or entity.

 

 

Item 7.

Material to be Filed as Exhibits

 

Exhibit
No.

 

Description of Exhibit

99.1

 

Joint Filing Agreement.

 

17



 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: November 13, 2012

s/ Robert E. Davis

 

Robert E. Davis

 

 

 

 

Dated: November 13, 2012

s/ Richard E. Maybaum

 

Richard E. Maybaum

 

 

 

 

Dated: November 13, 2012

Cetus Capital, LLC

 

 

 

By: Littlejohn Fund III, L.P., manager

 

By: Littlejohn Associates III, L.L.C., its general partner

 

 

 

 

 

Name:

/s/ Robert E. Davis

 

By:

Robert E. Davis, authorized signatory

 

 

 

 

Dated: November 13, 2012

Littlejohn Fund III, L.P.

 

 

 

By: Littlejohn Associates III, L.L.C., its general partner

 

 

 

 

 

Name:

/s/ Robert E. Davis

 

By:

Robert E. Davis, authorized signatory

 

 

 

 

Dated: November 13, 2012

Littlejohn Associates III, L.L.C.

 

 

 

 

 

Name:

/s/ Robert E. Davis

 

By:

Robert E. Davis, authorized signatory

 

 

 

 

Dated: November 13, 2012

Cetus Capital II, LLC

 

 

 

By: Littlejohn Fund IV, L.P., manager

 

By: Littlejohn Associates IV, L.L.C., its general partner

 

 

 

 

 

Name:

/s/ Robert E. Davis

 

By:

Robert E. Davis, authorized signatory

 

 

 

 

Dated: November 13, 2012

Littlejohn Fund IV, L.P.

 

 

 

By: Littlejohn Associates IV, L.L.C., its general partner

 

 

 

 

 

Name:

/s/ Robert E. Davis

 

By:

Robert E. Davis, authorized signatory

 

18



 

Dated:  November 13, 2012

Littlejohn Associates IV, L.L.C.

 

 

 

 

 

 

Name:

/s/ Robert E. Davis

 

By:

Robert E. Davis, authorized signatory

 

 

 

 

Dated:  November 13, 2012

Littlejohn Opportunities Master Fund LP

 

 

 

By: Littlejohn Opportunities GP LLC, its general partner

 

 

 

 

 

 

 

Name:

/s/ Robert E. Davis

 

By:

Robert E. Davis, authorized signatory

 

 

 

 

 

 

Dated:  November 13, 2012

SG Distressed Fund, LP

 

 

 

 

By: Littlejohn Opportunities GP LLC, its general partner

 

 

 

 

 

 

 

Name:

/s/ Robert E. Davis

 

By:

Robert E. Davis, authorized signatory

 

 

 

 

 

 

Dated:  November 13, 2012

Littlejohn Opportunities GP LLC

 

 

 

 

 

 

 

Name:

/s/ Robert E. Davis

 

By:

Robert E. Davis, authorized signatory

 

19



 

EXHIBIT INDEX

 

Exhibit
No.

 

Description of Exhibit

99.1

 

Joint Filing Agreement.

 

 

 

 

20