0001144204-12-001655.txt : 20120110 0001144204-12-001655.hdr.sgml : 20120110 20120110162803 ACCESSION NUMBER: 0001144204-12-001655 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120110 DATE AS OF CHANGE: 20120110 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Horizon Lines, Inc. CENTRAL INDEX KEY: 0001302707 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81081 FILM NUMBER: 12520303 BUSINESS ADDRESS: STREET 1: 4064 COLONY ROAD STREET 2: SUITE 200 CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 704-973-7000 MAIL ADDRESS: STREET 1: 4064 COLONY ROAD STREET 2: SUITE 200 CITY: CHARLOTTE STATE: NC ZIP: 28211 FORMER COMPANY: FORMER CONFORMED NAME: H Lines Holding Corp DATE OF NAME CHANGE: 20040909 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VIRGINIA RETIREMENT SYSTEM CENTRAL INDEX KEY: 0000897676 IRS NUMBER: 546001808 STATE OF INCORPORATION: VA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1200 EAST MAIN STREET CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8043443149 MAIL ADDRESS: STREET 1: 1200 E MAIN ST CITY: RICHMOND STATE: VA ZIP: 23219 SC 13G 1 v245135_sc13g.htm Unassociated Document

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
Information to be included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and
amendments thereto filed pursuant to Rule 13d-2
 
(Amendment No. __)
 
HORIZON LINES, INC.
(Name of Issuer)
 
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
 
      44044K101      
(CUSIP Number)
 
                  December 7, 2011                  
(Date of Event Which Requires Filing
of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
ý Rule 13d-1(b)
 
¨ Rule 13d-1(c)
 
¨ Rule 13d-1(d)
 
*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 the 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. 44044K101
13 G
Page 2 of 6 Pages
 
1
NAME OF REPORTING PERSON
    Virginia Retirement System (“VRS”)
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ý
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
6
SHARED VOTING POWER
 
331,241
OWNED BY
 
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
331,241
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
331,241
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.16%
12
TYPE OF REPORTING PERSON
EP

 
2
 
CUSIP No. 44044K101
13 G
Page 3 of 6 Pages
 
ITEM 1.
 
(a)           Name of Issuer:  Horizon Lines, Inc. (“Horizon”)
 
(b)           Address of Issuer’s Principal Executive Offices:
 
4064 Colony Road, Suite 200
Charlotte, North Carolina 28211
 
ITEM 2.
 
 
(a)
Name of Person Filing:
 
 
Virginia Retirement System (“VRS”)
 
(b)           Address of Principal Business Office:
 
1200 East Main Street
Richmond, Virginia
23219
 
(c)           Citizenship:
 
Virginia
 
(d)           Title of Class of Securities:
 
Common Stock, par value $0.01 per share (the “Common Stock”)
 
(e)           CUSIP Number:  44044K101
 
ITEM 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
f.
An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(F)
 
 
3
 
 
CUSIP No. 44044K101
13 G
Page 4 of 6 Pages
 
ITEM 4. 
Ownership
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a)
Amount beneficially owned:
 
331,241
 
 
(b)
Percent of class:
 
10.16%
 
The percent of class is based on 3,261,485 shares of Common Stock outstanding as of January 5, 2012, which reflects (i) a 1-for-25 reverse stock split effected by an amendment, dated December 7, 2011, to Horizon’s Amended and Restated Certificate of Incorporation filed as Exhibit 3.1 to Horizon’s Form 8-K filed on December 13, 2011 and (ii) the first mandatory conversion of Horizon’s 6.00% Series B Convertible Senior Secured Notes due 2017 on January 5, 2012.
 
The Common Stock reported as beneficially owned by VRS in this Schedule 13G includes (i) shares of Common Stock held by VRS and (ii) shares of Common Stock issuable to VRS upon conversion of Horizon’s 6.00% Series A Convertible Senior Secured Notes due 2017.
 
 
(c)
Number of shares as to which the person has:
 
(i)Sole power to vote or to direct the vote:
 
0
 
(ii)Shared power to vote or to direct the vote:
 
331,241
 
(iii)Sole power to dispose or to direct the disposition of:
 
0
 
(iv)Shared power to dispose or to direct the disposition of:
 
331,241 
 
ITEM 5. 
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ¨.
 
 
4
 
 
CUSIP No. 44044K101
13 G
Page 5 of 6 Pages
 
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 or Control Person.
 
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. 
Certifications
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
 
 
5
 
 
CUSIP No. 44044K101
13 G
Page 6 of 6 Pages
 
 
SIGNATURE
 
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.
 
Dated:  January 10, 2012
 
 
 
VIRGINIA RETIREMENT SYSTEM
 
 
By: /s/ Curtis M. Mattson
Name: Curtis M. Mattson
Title:  Chief Administrative Officer
   
   
 
 
 
6