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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/14/11 Centerbridge Credit Partners, LP SC 13G 1:421K Quad/Graphics, Inc. Schulte Roth & Z… LLP/FA |
Document/Exhibit Description Pages Size 1: SC 13G Quad/Graphics, Inc. HTML 215K
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G*
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(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
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PURSUANT TO 13d-2(b)
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(Amendment No. )*
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Quad/Graphics, Inc.
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(Name of Issuer)
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Class A Common Stock
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(Title of Class of Securities)
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(CUSIP Number)
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 25 Pages)
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) ¨
(b) x
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||||
3
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SEC USE ONLY
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|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
-0-
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||||
6
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SHARED VOTING POWER
602,103
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|||||
7
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SOLE DISPOSITIVE POWER
-0-
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|||||
8
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SHARED DISPOSITIVE POWER
602,103
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|||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
602,103
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|||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9%
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|||||
12
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TYPE OF REPORTING PERSON**
PN
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Centerbridge Credit Partners General Partner, L.L.C.
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) ¨
(b) x
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||||
3
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SEC USE ONLY
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|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
-0-
|
||||
6
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SHARED VOTING POWER
602,103
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|||||
7
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SOLE DISPOSITIVE POWER
-0-
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|||||
8
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SHARED DISPOSITIVE POWER
602,103
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|||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
602,103
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|||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9%
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|||||
12
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TYPE OF REPORTING PERSON**
OO
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Centerbridge Credit Partners Master, L.P.
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) ¨
(b) x
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3
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SEC USE ONLY
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|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
-0-
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||||
6
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SHARED VOTING POWER
997,116
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|||||
7
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SOLE DISPOSITIVE POWER
-0-
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|||||
8
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SHARED DISPOSITIVE POWER
997,116
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|||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
997,116
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|||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.1%
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|||||
12
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TYPE OF REPORTING PERSON**
PN
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
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||||
3
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SEC USE ONLY
|
|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
997,116
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|||||
7
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SOLE DISPOSITIVE POWER
-0-
|
|||||
8
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SHARED DISPOSITIVE POWER
997,116
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|||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
997,116
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|||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.1%
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|||||
12
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TYPE OF REPORTING PERSON**
OO
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Centerbridge Capital Partners Strategic Debt Acquisition, L.P.
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
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SOLE VOTING POWER
-0-
|
||||
6
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SHARED VOTING POWER
2,192
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|||||
7
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SOLE DISPOSITIVE POWER
-0-
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|||||
8
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SHARED DISPOSITIVE POWER
2,192
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,192
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|||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
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12
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TYPE OF REPORTING PERSON**
PN
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Centerbridge Capital Partners Debt Acquisition, L.P.
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
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||||
3
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SEC USE ONLY
|
|||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
61,744
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|||||
7
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SOLE DISPOSITIVE POWER
-0-
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|||||
8
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SHARED DISPOSITIVE POWER
61,744
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|||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,744
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|||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
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|||||
12
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TYPE OF REPORTING PERSON**
PN
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Centerbridge Capital Partners SBS, L.P.
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
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||||
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
-0-
|
||||
6
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SHARED VOTING POWER
111
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|||||
7
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SOLE DISPOSITIVE POWER
-0-
|
|||||
8
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SHARED DISPOSITIVE POWER
111
|
|||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111
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|||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
|
¨
|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
|
|||||
12
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TYPE OF REPORTING PERSON**
PN
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
|
||||
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
-0-
|
||||
6
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SHARED VOTING POWER
64,047
|
|||||
7
|
SOLE DISPOSITIVE POWER
-0-
|
|||||
8
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SHARED DISPOSITIVE POWER
64,047
|
|||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,047
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
|
¨
|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
|
|||||
12
|
TYPE OF REPORTING PERSON**
PN
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
|
||||
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
-0-
|
||||
6
|
SHARED VOTING POWER
64,047
|
|||||
7
|
SOLE DISPOSITIVE POWER
-0-
|
|||||
8
|
SHARED DISPOSITIVE POWER
64,047
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,047
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
|
¨
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
|
|||||
12
|
TYPE OF REPORTING PERSON**
OO
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
|
||||
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
-0-
|
||||
6
|
SHARED VOTING POWER
117,355
|
|||||
7
|
SOLE DISPOSITIVE POWER
-0-
|
|||||
8
|
SHARED DISPOSITIVE POWER
117,355
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
117,355
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
|
¨
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%
|
|||||
12
|
TYPE OF REPORTING PERSON**
PN
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Centerbridge Special Credit Partners General Partner, L.L.C.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
|
||||
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
-0-
|
||||
6
|
SHARED VOTING POWER
117,355
|
|||||
7
|
SOLE DISPOSITIVE POWER
-0-
|
|||||
8
|
SHARED DISPOSITIVE POWER
117,355
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
117,355
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
|
¨
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%
|
|||||
12
|
TYPE OF REPORTING PERSON**
OO
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
||||
6
|
SHARED VOTING POWER
1,780,622
|
|||||
7
|
SOLE DISPOSITIVE POWER
-0-
|
|||||
8
|
SHARED DISPOSITIVE POWER
1,780,622
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,780,622
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
|
¨
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
|
|||||
12
|
TYPE OF REPORTING PERSON**
IN
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey Aronson
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
||||
6
|
SHARED VOTING POWER
1,780,622
|
|||||
7
|
SOLE DISPOSITIVE POWER
-0-
|
|||||
8
|
SHARED DISPOSITIVE POWER
1,780,622
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,780,622
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
|
¨
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
|
|||||
12
|
TYPE OF REPORTING PERSON**
IN
|
Item 1B..
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
|
The Company’s principal executive offices are located at N63 W23075 Highway 74, Sussex, Wisconsin 53089-2827.
|
This statement is filed by:
|
||
(i)
|
Centerbridge Credit Partners, L.P., a Delaware limited partnership ("CCP"), with respect to the Common Stock (as defined in Item 2(d) below) beneficially owned by it;
|
|
(ii)
|
Centerbridge Credit Partners General Partner, L.L.C., a Delaware limited liability company ("CCPGP"), as general partner of CCP, with respect to the Common Stock beneficially owned by CCP;
|
|
(iii)
|
Centerbridge Credit Partners Master, L.P., a Cayman Islands limited partnership ("CCPM"), with respect to the Common Stock beneficially owned by it;
|
|
(iv)
|
Centerbridge Credit Partners Offshore General Partner, L.L.C., a Delaware limited liability company ("CCPOGP"), as general partner of CCPM, with respect to the Common Stock beneficially owned by CCPM;
|
|
(v)
|
Centerbridge Capital Partners SBS, L.P., a Delaware limited partnership ("SBS"), with respect to the Common Stock beneficially owned by it;
|
|
(vi)
|
Centerbridge Capital Partners Debt Acquisition, L.P., a Delaware limited partnership ("CCPDA"), with respect to the Common Stock beneficially owned by it;
|
|
(vii)
|
Centerbridge Capital Partners Strategic Debt Acquisition, L.P., a Delaware limited partnership ("CCPSDA"), with respect to the Common Stock beneficially owned by it;
|
|
(viii)
|
Centerbridge Associates, L.P., a Delaware limited partnership ("CALP"), as general partner of SBS, CCPDA and CCPSDA, with respect to the Common Stock beneficially owned by SBS, CCPDA and CCPSDA;
|
|
(ix)
|
Centerbridge GP Investors, LLC, a Delaware limited liability company ("CGPI"), as general partner of CALP, with respect to the Common Stock beneficially owned by SBS, CCPDA and CCPSDA;
|
|
(x)
|
Centerbridge Special Credit Partners, L.P., a Delaware limited partnership ("CSCP"), with respect to the Common Stock beneficially owned by it;
|
|
(xi)
|
Centerbridge Special Credit Partners General Partner, L.L.C., a Delaware limited liability company ("CSCPGP"), as general partner of CSCP, with respect to the Common Stock beneficially owned by CSCP;
|
|
(xii)
|
Mark T. Gallogly ("Mr. Gallogly"), as a managing member of CSCPGP, CGPI, CCPOGP and CCPGP, with respect to the Common Stock beneficially owned by CCPGP, CCPOGP, CALP, CGPI, CSCPGP, CCP, CCPM, SBS, CCPDA, CCPSDA and CSCP; and
|
|
(xiii)
|
Jeffrey Aronson ("Mr. Aronson"), as a managing member of CSCPGP, CGPI, CCPOGP and CCPGP, with respect to the Common Stock beneficially owned by CCPGP, CCPOGP, CALP, CGPI, CSCPGP, CCP, CCPM, SBS, CCPDA, CCPSDA and CSCP.
|
|
|
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
|
Item 2B..
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
|
Item 2C..
|
CITIZENSHIP:
|
CCP, SBS, CCPDA, CCPSDA, CALP, and CSCP are limited partnerships organized under the laws of the State of Delaware. CCPM is a limited partnership organized under the laws of the Cayman Islands. CCPGP, CCPOGP, CGPI, and CSCPGP are limited liability companies organized under the laws of the State of Delaware. Messrs. Gallogly and Aronson are citizens of the United States.
|
Item 2D..
|
TITLE OF CLASS OF SECURITIES:
|
Class A Common Stock (the "Common Stock")
|
Item 2E..
|
CUSIP NUMBER:
|
Item 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
|
(a)
|
¨
|
Broker or dealer registered under Section 15 of the Act,
|
|
(b)
|
¨
|
Bank as defined in Section 3(a)(6) of the Act,
|
|
(c)
|
¨
|
Insurance Company as defined in Section 3(a)(19) of the Act,
|
|
(d)
|
¨
|
Investment Company registered under Section 8 of the Investment Company Act of 1940,
|
|
(e)
|
¨
|
Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,
|
|
(f)
|
¨
|
Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b)(1)(ii)(F),
|
|
(g)
|
¨
|
Parent Holding Company or control person in accordance with Rule 13d-1(b)(ii)(G),
|
|
(h)
|
¨
|
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
|
|
(i)
|
¨
|
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
|
(j)
|
¨
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
If this statement is filed pursuant to Rule 13d-1(c), check this box: x
|
Item 4.
|
OWNERSHIP.
|
A.
|
Centerbridge Credit Partners, L.P., and Centerbridge Credit Partners General Partner, L.L.C.
|
||||
(a)
|
Amount beneficially owned: 602,103
|
||||
(b)
|
Percent of class: 1.9%. The percentages used herein and in the rest of Item 4 are calculated based upon the 31,820,095 shares of Common Stock issued and outstanding on November 12, 2010 as reflected in the Form 10-Q of the Company for the quarterly period ended September 30, 2010, filed on November 15, 2010.
|
||||
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or direct the vote: 602,103
|
||||
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
(iv)
|
Shared power to dispose or direct the disposition of: 602,103
|
||||
CCP has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by its general partner, CCPGP.
|
B.
|
|||||
(a)
|
Amount beneficially owned: 997,116
|
||||
(b)
|
Percent of class: 3.1%
|
||||
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or direct the vote: 997,116
|
||||
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
(iv)
|
Shared power to dispose or direct the disposition: 997,116
|
||||
CCPM has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by its general partner, CCPOGP.
|
C.
|
Centerbridge Capital Partners SBS, L.P.
|
||||
(a)
|
Amount beneficially owned: 111
|
||||
(b)
|
Percent of class: Less than 0.1%
|
||||
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or direct the vote: 111
|
||||
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
(iv)
|
Shared power to dispose or direct the disposition: 111
|
||||
SBS has the power to dispose of and the power to vote the Common Stock beneficially owned by it, which powers may also be exercised by its general partner, CALP.
|
D.
|
Centerbridge Capital Partners Debt Acquisition, L.P.
|
||||
(a)
|
Amount beneficially owned: 61,744
|
||||
(b)
|
Percent of class: 0.2%
|
||||
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or direct the vote: 61,744
|
||||
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
(iv)
|
Shared power to dispose or direct the disposition: 61,744
|
||||
CCPDA has the power to dispose of and the power to vote the Common Stock beneficially owned by it, which powers may also be exercised by its general partner, CALP.
|
E.
|
Centerbridge Capital Partners Strategic Debt Acquisition, L.P.
|
||||
(a)
|
Amount beneficially owned: 2,192
|
||||
(b)
|
Percent of class: Less than 0.1%
|
||||
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or direct the vote: 2,192
|
||||
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
(iv)
|
Shared power to dispose or direct the disposition: 2,192
|
||||
CCPSDA has the power to dispose of and the power to vote the Common Stock beneficially owned by it, which powers may also be exercised by its general partner, CALP.
|
F.
|
Centerbridge GP Investors, L.L.C., and Centerbridge Associates, L.P.
|
||||
(a)
|
Amount beneficially owned: 64,047
|
||||
(b)
|
Percent of class: 0.2%
|
||||
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or direct the vote: 64,047
|
||||
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
(iv)
|
Shared power to dispose or direct the disposition: 64,047
|
||||
CALP, as the general partner of SBS, CCPDA, CCPSDA, and CGPI, as the general partner of CALP, share the power to dispose of and the power to vote the Common Stock beneficially owned by SBS, CCPDA and CCPSDA. By reason of the provisions of Rule 13d-3 of the Act, CALP and CGPI may be deemed to beneficially own the shares of Common Stock beneficially owned by SBS, CCPDA and CCPSDA.
|
G.
|
Centerbridge Special Credit Partners, L.P., and Centerbridge Special Credit Partners General Partner, L.L.C.
|
||||
(a)
|
Amount beneficially owned: 117,355
|
||||
(b)
|
Percent of class: 0.4%
|
||||
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or direct the vote: 117,355
|
||||
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
(iv)
|
Shared power to dispose or direct the disposition of: 117,355
|
||||
CSCP has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by its general partner, CSCPGP.
|
H.
|
Mark T. Gallogly and Jeffrey Aronson
|
||||
(a)
|
Amount beneficially owned: 1,780,622
|
||||
(b)
|
Percent of class: 5.6%
|
||||
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or direct the vote: 1,780,622
|
||||
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
(iv)
|
Shared power to dispose or direct the disposition of: 1,780,622
|
||||
Messrs. Gallogly and Aronson, as managing members of CGPI, CCPGP, CCPOGP, and CSCPGP, share power to vote the Common Stock beneficially owned by CCPGP, CCPOGP, CALP, CGPI, CSCPGP, CCP, CCPM, SBS, CCPDA, CCPSDA, and CSCP. Neither Mr. Gallogly nor Mr. Aronson directly owns any of the shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by CCPGP, CCPOGP, CALP, CGPI, CSCPGP, CCP, CCPM, SBS, CCPDA, CCPSDA and CSCP. However, none of the foregoing should be construed in and of itself as an admission by Messrs Gallogly or Aronson or by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. In addition, each of Mr. Gallogly and Mr. Aronson expressly disclaims beneficial ownership of shares of Common Stock owned by any of CCPGP, CCPOGP, CALP, CGPI, CSCPGP, CCP, CCPM, SBS,
CCPDA, CCPSDA, or CSCP.
|
Item 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
|
Not applicable.
|
|
Item 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
|
Not applicable.
|
|
Item 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
|
Not applicable.
|
|
Item 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
|
Not applicable.
|
|
Item 9.
|
NOTICE OF DISSOLUTION OF GROUP.
|
Not applicable.
|
|
Item 10.
|
CERTIFICATION.
|
Each of the Reporting Persons hereby makes the following certification:
|
|
By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
By: Centerbridge Credit Partners | ||
General Partner, L.L.C., | ||
its general partner | ||
Name:
|
||
Title:
|
Authorized Signatory
|
|
CENTERBRIDGE CREDIT PARTNERS GENERAL PARTNER, L.L.C.
|
||
Name:
|
||
Title:
|
Authorized Signatory
|
|
MASTER, L.P.
|
||
By: Centerbridge Credit Partners | ||
Offshore General Partner, L.L.C., | ||
its general partner | ||
Name:
|
||
Title:
|
Authorized Signatory
|
|
Name:
|
||
Title:
|
Authorized Signatory
|
|
CENTERBRIDGE CAPITAL PARTNERS SBS, L.P.
|
||||
By: Centerbridge Associates, L.P., | By: Centerbridge GP Investors LLC, | |||
its general partner | its general partner | |||
By: Centerbridge GP Investors, LLC, | ||||
its general partner | ||||
Name: Jeffrey H. Aronson | ||||
Title: Authorized Signatory | ||||
Name: Jeffrey H. Aronson | ||||
Title: Authorized Signatory | ||||
CENTERBRIDGE CAPITAL PARTNERS DEBT ACQUISITION, LP
|
|||||
By: Centerbridge Associates, L.P., its general partner
|
|
||||
By: Centerbridge GP Investors, LLC, its general partner
|
Name: Jeffrey H. Aronson
|
||||
Title: Authorized Signatory
|
|||||
Name: Jeffrey H. Aronson
|
|||||
Title: Authorized Signatory
|
|||||
CENTERBRIDGE CAPITAL PARTNERS STRATEGIC DEBT ACQUISITION, L.P.
|
|||
By: Centerbridge Associates, L.P., its general partner
|
General Partner, L.L.C.,
|
||
By: Centerbridge GP Investors, LLC, its general partner
|
its general Partner | ||
Name: Jeffrey H. Aronson
|
Name: Jeffrey H. Aronson
|
||
Title: Authorized Signatory
|
Title: Authorized Signatory
|
||
CENTERBRIDGE CREDIT PARTNERS GENERAL PARTNER, L.L.C.
|
||||||
By: Centerbridge Credit Partners General Partner, L.L.C., its general partner | ||||||
Name: Jeffrey H. Aronson | ||||||
By: | Title: Authorized Signatory | |||||
Name: Jeffrey H. Aronson | ||||||
Title: Authorized Signatory | ||||||
CENTERBRIDGE CREDIT PARTNERS MASTER, L.P.
|
||||||
By: Centerbridge Credit Partners Offshore General Partner, L.L.C., its general partner |
||||||
Name: Jeffrey H. Aronson | ||||||
By: | Title: Authorized Signatory | |||||
Name: Jeffrey H. Aronson | ||||||
Title: Authorized Signatory | ||||||
CENTERBRIDGE CAPITAL PARTNERS STRATEGIC DEBT ACQUISITION, L.P.
|
||||||
By: Centerbridge Associates, L.P., its general partner | ||||||
By: Centerbridge GP Investors, LLC, its general partner | ||||||
By: /s/ Jeffrey H. Aronson | ||||||
Name: Jeffrey H. Aronson | ||||||
Title: Authorized Signatory | ||||||
CENTERBRIDGE CAPITAL PARTNER DEBT ACQUISITION, L.P.
|
CENTERBRIDGE CAPITAL PARTNERS SBS, L.P.
|
|||
By: Centerbridge Associates, L.P., its general partner
|
By: Centerbridge Associates, L.P., its general partner
|
|||
By: Centerbridge GP Investors, LLC, its general partner
|
||||
By: Centerbridge GP Investors, LLC, its general partner
|
||||
By: | ||||
Name: Jeffrey H. Aronson
|
Name: Jeffrey H. Aronson
|
|||
Title: Authorized Signatory
|
Title: Authorized Signatory
|
|||
CENTERBRIDGE ASSOCIATES, L.P
|
||||
By: Centerbridge GP Investors, LLC, its general partner
|
||||
Name: Jeffrey H. Aronson
|
||||
Title: Authorized Signatory
|
||||
By: | ||||
Name: Jeffrey H. Aronson | ||||
Title: Authorized Signatory |
CENTERBRIDGE SPECIAL CREDIT PARTNERS GENERAL PARTNER, L.L.C.
|
||||
By: Centerbridge Special Credit Partners General Partner, L.L.C., its general partner
|
||||
Name: Jeffrey H. Aronson
|
||||
Title: Authorized Signatory
|
||||
By: | ||||
Name: Jeffrey H. Aronson
|
||||
Title: Authorized Signatory
|
||||
/s/ Mark T. Gallogly
|
||||
This ‘SC 13G’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/14/11 | 5, SC 13G, SC 13G/A | ||
11/15/10 | 10-Q | |||
11/12/10 | 8-K | |||
9/30/10 | 10-Q | |||
7/2/10 | 3, 8-K | |||
List all Filings |