-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KCXOBLIEDc9OD8aRXb8DCB2oNPQcJwyVV549vlBgyzC1qa6gFrr/rx0/X5KMfdCS WZ8NK294XsGoH0TE2K2pbQ== 0000919574-07-001538.txt : 20070226 0000919574-07-001538.hdr.sgml : 20070226 20070226152850 ACCESSION NUMBER: 0000919574-07-001538 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070226 DATE AS OF CHANGE: 20070226 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED FUEL & ENERGY CORP CENTRAL INDEX KEY: 0001137031 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960] IRS NUMBER: 912037688 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78122 FILM NUMBER: 07649059 BUSINESS ADDRESS: STREET 1: 405 N. MARIENFELD CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 432-571-8049 MAIL ADDRESS: STREET 1: 405 N. MARIENFELD CITY: MIDLAND STATE: TX ZIP: 79701 FORMER COMPANY: FORMER CONFORMED NAME: BRANDS SHOPPING NETWORK INC DATE OF NAME CHANGE: 20020201 FORMER COMPANY: FORMER CONFORMED NAME: BRANDS SHOPPING NETWORK INC DATE OF NAME CHANGE: 20020201 FORMER COMPANY: FORMER CONFORMED NAME: USA DEALERS AUCTION COM INC DATE OF NAME CHANGE: 20010321 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PENINSULA CAPITAL MANAGEMENT, LP CENTRAL INDEX KEY: 0001386397 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 235 PINE STREET STREET 2: SUITE 1818 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-568-3380 MAIL ADDRESS: STREET 1: 235 PINE STREET STREET 2: SUITE 1818 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13D 1 d737170_13-d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.) United Fuel & Energy Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 910245107 - -------------------------------------------------------------------------------- (CUSIP Number) Scott Bedford 235 Pine Street, Suite 1818 San Francisco, CA 94104 (415) 288-2480 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 29, 2006 - -------------------------------------------------------------------------------- (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]. CUSIP No. 910245107 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Peninsula Capital Management, LP(1) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION California NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 8. SHARED VOTING POWER 2,050,000 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 2,050,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,050,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.68% 14. TYPE OF REPORTING PERSON PN/IA - ---------- (1) Peninsula Capital Management, LP may be deemed to be the beneficial owner of such securities by virtue of its role as the investment manager to Peninsula Master Fund, Ltd. Peninsula Capital Management, Inc., the general partner of Peninsula Capital Management, LP was the general partner of Peninsula Fund, L.P., the investment fund which held such securities as of March 29, 2006. CUSIP No. 910245107 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Peninsula Master Fund, Ltd. (1) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 8. SHARED VOTING POWER 2,050,000 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 2,050,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,050,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.68% 14. TYPE OF REPORTING PERSON CO CUSIP No. 910245107 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Belridge Energy Advisors, LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 8. SHARED VOTING POWER 1,333,333 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 1,333,333 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,333,333 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% 14. TYPE OF REPORTING PERSON PN CUSIP No. 910245107 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Scott Bedford 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 3,383,333 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 3,383,333 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,383,333 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.73% 14. TYPE OF REPORTING PERSON IN CUSIP No. 910245107 --------------------- - -------------------------------------------------------------------------------- Item 1. Security and Issuer. The class of equity securities to which this Statement on Schedule 13D (this "Schedule 13D") relates is the Common Stock, $.001 par value (the "Shares" or "Common Stock"), of United Fuel & Energy Corporation ("United Fuel"). United Fuel is a Nevada corporation with its principal executive offices located at 405 N. Marienfeld, Suite 300, Midland, Texas, 79701. - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a) This Schedule 13D is being filed by Peninsula Capital Management, LP, a California limited partnership ("PCM"), (ii) Peninsula Master Fund, Ltd., a Cayman Islands exempted company ("Peninsula"), (iii) Belridge Energy Advisors, LP, Delaware limited partnership, ("Belridge") and (iv) Scott Bedford, a citizen of the United States of America ("Bedford"). These filers are referred to individually as a "Reporting Person" and collectively as "Reporting Persons". (b) The business office of the Reporting Persons is 235 Pine Street, Suite 1818, San Francisco, CA 94104. (c) Peninsula and Belridge are investment funds, PCM is the investment manager of Peninsula, and Bedford is the president of PCM's general partner and a managing member of Belridge's general partner. (d) None of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. (e) None of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years, and no Reporting Person 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. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. With respect to all Reporting Persons, the source of funds used in making the purchases was working capital. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. The Shares held by the Reporting Persons were acquired for, and are being held for, investment purposes only. The acquisitions of the Shares were made in the ordinary course of the Reporting Persons' business or investment activities, as the case may be. The Reporting Persons have no plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a) As of November 13, 2006, 13,656,202 shares of United Fuel's Common Stock, $.001 par value, were outstanding (as disclosed in United Fuel's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2006). The aggregate number and percentage of Common Stock held by each Reporting Person is disclosed in Items 11 and 13 of such Reporting Person's cover page to this Schedule 13D. (b) The number of shares of Common Stock as to which each Reporting Person has (i) sole or shared power to vote or to direct the vote and (ii) sole or shared power to dispose or to direct the disposition is disclosed in Items 7, 8, 9, and 10 of such Reporting Person's cover page to this Schedule 13D. (c) The trading dates, number of Shares purchased and sold and price per share for all transactions in the Shares during the past 60 days by the Reporting Persons are set forth in Exhibit B. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Shares. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. Exhibit A: Joint Filing Agreement. Exhibit B: Transactions in the Shares by the Reporting Persons during the prior 60 days. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. SIGNATURE PENINSULA CAPITAL MANAGEMENT, LP * By: /s/ Scott Bedford ------------------- Name: Scott Bedford Title: Principal PENINSULA MASTER FUND, LTD.* By: /s/ Scott Bedford Name: Scott Bedford Title: Principal of its Investment Manger Belridge Energy Advisors, LP By: /s/ Scott Bedford ------------------- Name: Scott Bedford Title: Managing Member of its General Partner /s/ Scott Bedford* ------------------ SCOTT BEDFORD* Exhibit A Joint Filing Agreement Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Common Stock, $.001 par value, of United Fuel & Energy Corporation. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. Executed this 26th day of February, 2007. PENINSULA CAPITAL MANAGEMENT, LP * By: /s/ Scott Bedford ------------------- Name: Scott Bedford Title: Principal PENINSULA MASTER FUND, LTD.* By: /s/ Scott Bedford ------------------- Name: Scott Bedford Title: Principal of its Investment Manger Belridge Energy Advisors, LP* By: /s/ Scott Bedford ------------------- Name: Scott Bedford Title: Managing Member of its General Partner /s/ Scott Bedford* ------------------ SCOTT BEDFORD* *The Reporting Persons disclaim beneficial ownership over the securities reported herein except to the extent of the reporting persons' pecuniary interest therein. TRANSACTIONS IN THE SHARES Peninsula Master Fund, Ltd. Date of Number of Shares Transaction Purchase/(Sold) Price of Shares - ----------- --------------- --------------- 3/29/06 666,666 $1.50 9/26/06 50,000 $1.22 TRANSACTIONS IN THE PREFERRED SHARES WHICH ARE EXERCISABLE INTO THE SHARES Peninsula Master Fund, Ltd. Date of Number of Shares Transaction Purchase/(Sold) Price of Shares - ----------- --------------- --------------- 3/29/06 2,000 (1) TRANSACTIONS IN THE PREFERRED SHARES WHICH ARE EXERCISABLE INTO THE SHARES Belridge Energy Advisors, LP Date of Number of Shares Transaction Purchase/(Sold) Price of Shares - ----------- --------------- --------------- 3/29/06 2,000 (1) - ---------- (1) These Preferred Shares are convertible into 1,333,333 Common Shares. SK 03847 0004 737170 -----END PRIVACY-ENHANCED MESSAGE-----