CUSIP No. 61748W108 |
SCHEDULE 13D/A |
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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Under the Securities Exchange Act of 1934
(Amendment No. 17)*
MORGANS HOTEL GROUP CO.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
61748W108
(CUSIP Number)
Robert P. Bermingham
The Yucaipa Companies LLC
9130 W. Sunset Boulevard
Los Angeles, California 90069
(310) 789-7200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 2, 2015
(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. o
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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. 61748W108 |
SCHEDULE 13D/A |
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Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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Check the Appropriate Box if a Member of a Group* | |||||
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(b) |
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SEC Use Only | |||||
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Source of Funds* | |||||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o | |||||
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Percent of Class Represented by Amount in Row (11) | |||||
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Type of Reporting Person* | |||||
(1) Includes beneficial ownership of common stock of the issuer through vested restricted stock units for 22,367 shares of the issuers common stock.
(2) Beneficial ownership of common stock of the issuer is through warrants to purchase an aggregate of 12,500,000 shares of the issuers common stock. Exercise of the warrants is subject to mandatory cashless exercise, which reduces the shares of issuers common stock received upon exercise, and the number of shares received will be determined by the fair market value of the issuers common stock at the time of such exercise. The percent of class of the issuers common stock beneficially owned is based on 34,377,788 shares of the issuers common stock outstanding as of November 6, 2014, as reported on the issuers quarterly report on form 10-Q for the fiscal quarter ended September 30, 2014, as filed on November 7, 2014, and does not reflect any reduction for the effect of the mandatory cashless exercise as the amount of such reduction is not determinable until the time of exercise.
* See Instructions
CUSIP No. 61748W108 |
SCHEDULE 13D/A |
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Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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Check the Appropriate Box if a Member of a Group* | |||||
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(b) |
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SEC Use Only | |||||
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Source of Funds* | |||||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o | |||||
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Percent of Class Represented by Amount in Row (11) | |||||
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Type of Reporting Person* | |||||
(2) Beneficial ownership of common stock of the issuer is through warrants to purchase an aggregate of 12,500,000 shares of the issuers common stock. Exercise of the warrants is subject to mandatory cashless exercise, which reduces the shares of issuers common stock received upon exercise, and the number of shares received will be determined by the fair market value of the issuers common stock at the time of such exercise. The percent of class of the issuers common stock beneficially owned is based on 34,377,788 shares of the issuers common stock outstanding as of November 6, 2014, as reported on the issuers quarterly report on form 10-Q for the fiscal quarter ended September 30, 2014, as filed on November 7, 2014, and does not reflect any reduction for the effect of the mandatory cashless exercise as the amount of such reduction is not determinable until the time of exercise.
* See Instructions
CUSIP No. 61748W108 |
SCHEDULE 13D/A |
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Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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Check the Appropriate Box if a Member of a Group* | |||||
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(b) |
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SEC Use Only | |||||
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Source of Funds* | |||||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o | |||||
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Percent of Class Represented by Amount in Row (11) | |||||
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14. |
Type of Reporting Person* | |||||
(2) Beneficial ownership of common stock of the issuer is through warrants to purchase an aggregate of 12,500,000 shares of the issuers common stock. Exercise of the warrants is subject to mandatory cashless exercise, which reduces the shares of issuers common stock received upon exercise, and the number of shares received will be determined by the fair market value of the issuers common stock at the time of such exercise. The percent of class of the issuers common stock beneficially owned is based on 34,377,788 shares of the issuers common stock outstanding as of November 6, 2014, as reported on the issuers quarterly report on form 10-Q for the fiscal quarter ended September 30, 2014, as filed on November 7, 2014, and does not reflect any reduction for the effect of the mandatory cashless exercise as the amount of such reduction is not determinable until the time of exercise.
* See Instructions
CUSIP No. 61748W108 |
SCHEDULE 13D/A |
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Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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Check the Appropriate Box if a Member of a Group* | |||||
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(a) |
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(b) |
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SEC Use Only | |||||
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Source of Funds* | |||||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o | |||||
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Percent of Class Represented by Amount in Row (11) | |||||
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Type of Reporting Person* | |||||
(2) Beneficial ownership of common stock of the issuer is through warrants to purchase an aggregate of 12,500,000 shares of the issuers common stock. Exercise of the warrants is subject to mandatory cashless exercise, which reduces the shares of issuers common stock received upon exercise, and the number of shares received will be determined by the fair market value of the issuers common stock at the time of such exercise. The percent of class of the issuers common stock beneficially owned is based on 34,377,788 shares of the issuers common stock outstanding as of November 6, 2014, as reported on the issuers quarterly report on form 10-Q for the fiscal quarter ended September 30, 2014, as filed on November 7, 2014, and does not reflect any reduction for the effect of the mandatory cashless exercise as the amount of such reduction is not determinable until the time of exercise.
* See Instructions
CUSIP No. 61748W108 |
SCHEDULE 13D/A |
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Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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Check the Appropriate Box if a Member of a Group* | |||||
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(a) |
x | ||||
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(b) |
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SEC Use Only | |||||
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Source of Funds* | |||||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o | |||||
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Percent of Class Represented by Amount in Row (11) | |||||
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Type of Reporting Person* | |||||
(3) Beneficial ownership of common stock of the issuer is through a warrant to purchase 7,535,580 shares of the issuers common stock. Exercise of the warrant is subject to mandatory cashless exercise, which reduces the shares of issuers common stock received upon exercise, and the number of shares received will be determined by the fair market value of the issuers common stock at the time of such exercise. The percent of class of the issuers common stock beneficially owned is based on 34,377,788 shares of the issuers common stock outstanding as of November 6, 2014, as reported on the issuers quarterly report on form 10-Q for the fiscal quarter ended September 30, 2014, as filed on November 7, 2014, and does not reflect any reduction for the effect of the mandatory cashless exercise as the amount of such reduction is not determinable until the time of exercise.
* See Instructions
CUSIP No. 61748W108 |
SCHEDULE 13D/A |
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1 |
Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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Check the Appropriate Box if a Member of a Group* | |||||
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(a) |
x | ||||
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(b) |
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SEC Use Only | |||||
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Source of Funds* | |||||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o | |||||
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Percent of Class Represented by Amount in Row (11) | |||||
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Type of Reporting Person* | |||||
(4) Beneficial ownership of common stock of the issuer is through a warrant to purchase 4,964,420 shares of the issuers common stock. Exercise of the warrant is subject to mandatory cashless exercise, which reduces the shares of issuers common stock received upon exercise, and the number of shares received will be determined by the fair market value of the issuers common stock at the time of such exercise. The percent of class of the issuers common stock beneficially owned is based on 34,377,788 shares of the issuers common stock outstanding as of November 6, 2014, as reported on the issuers quarterly report on form 10-Q for the fiscal quarter ended September 30, 2014, as filed on November 7, 2014, and does not reflect any reduction for the effect of the mandatory cashless exercise as the amount of such reduction is not determinable until the time of exercise.
* See Instructions
This Amendment No. 17 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the SEC) on November 25, 2009 (as amended to date, this Schedule 13D) by (i) Ronald W. Burkle, an individual, (ii) Yucaipa American Management, LLC, a Delaware limited liability company (Yucaipa American), (iii) Yucaipa American Funds, LLC, a Delaware limited liability company (Yucaipa American Funds), (iv) Yucaipa American Alliance Fund II, LLC, a Delaware limited liability company (YAAF II LLC), (v) Yucaipa American Alliance Fund II, L.P., a Delaware limited partnership (YAAF II), and (vi) Yucaipa American Alliance (Parallel) Fund II, L.P., a Delaware limited partnership (YAAF II Parallel and, together with YAAF II, the Investors; and the Investors, together with Mr. Burkle, Yucaipa American, Yucaipa American Funds, and YAAF II LLC, are referred to herein as the Reporting Persons), with respect to the common stock, par value $0.01 per share (the Common Stock), of Morgans Hotel Group Co., a Delaware corporation (the Company). The filing of any amendment to this Schedule 13D (including the filing of this amendment) shall not be construed to be an admission by the Reporting Persons that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.
Item 4. Purpose of the Transaction.
Item 4 of this Schedule 13D is hereby supplemented to add the following:
On February 2, 2015, the Yucaipa Parties sent a letter to the Company designating Mr. Bradford Nugent as the Investors nominee to the Companys board of directors pursuant to the Purchase Agreement. The letter is filed as an exhibit to this Amendment to Schedule 13D.
Item 5 of this Schedule 13D is hereby amended to delete paragraph (a)(ii) in its entirety and replace it with the following:
(ii) Based upon the 34,377,788 shares of Common Stock outstanding as of November 6, 2014, as reported on the issuers quarterly report on form 10-Q for the fiscal quarter ended September 30, 2014, as filed with the SEC on November 7, 2014, the number of shares of Common Stock directly beneficially owned by YAAF II, YAAF II Parallel and Mr. Burkle represents approximately 18.0% (3), 12.6% (4) and 0.1% of the Common Stock, respectively, and 26.7% of the Common Stock in the aggregate, in each case on a diluted basis.
Item 7. Material to be Filed as Exhibits.
Exhibit no. |
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Description of Exhibit |
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Letter dated February 2, 2015 to the Company. |
(3) Beneficial ownership of common stock of the issuer is through a warrant to purchase 7,535,580 shares of the issuers common stock. Exercise of the warrant is subject to mandatory cashless exercise, which reduces the shares of issuers common stock received upon exercise, and the number of shares received will be determined by the fair market value of the issuers common stock at the time of such exercise. The percent of class of the issuers common stock beneficially owned is based on 34,377,788 shares of the issuers common stock outstanding as of November 6, 2014, as reported on the issuers quarterly report on form 10-Q for the fiscal quarter ended September 30, 2014, as filed on November 7, 2014, and does not reflect any reduction for the effect of the mandatory cashless exercise as the amount of such reduction is not determinable until the time of exercise.
(4) Beneficial ownership of common stock of the issuer is through a warrant to purchase 4,964,420 shares of the issuers common stock. Exercise of the warrant is subject to mandatory cashless exercise, which reduces the shares of issuers common stock received upon exercise, and the number of shares received will be determined by the fair market value of the issuers common stock at the time of such exercise. The percent of class of the issuers common stock beneficially owned is based on 34,377,788 shares of the issuers common stock outstanding as of November 6, 2014, as reported on the issuers quarterly report on form 10-Q for the fiscal quarter ended September 30, 2014, as filed on November 7, 2014, and does not reflect any reduction for the effect of the mandatory cashless exercise as the amount of such reduction is not determinable until the time of exercise.
SIGNATURES
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: February 2, 2015
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RONALD W. BURKLE | |||
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By: |
/s/ Ronald W. Burkle | ||
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YUCAIPA AMERICAN MANAGEMENT, LLC | |||
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By: |
/s/ Ronald W. Burkle | ||
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Name: Ronald W. Burkle | ||
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Its: Managing Member | ||
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YUCAIPA AMERICAN FUNDS, LLC | |||
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By: Yucaipa American Management, LLC | |||
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Its: Managing Member | |||
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By: |
/s/ Ronald W. Burkle | |
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Name: Ronald W. Burkle | |
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Its: Managing Member | |
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YUCAIPA AMERICAN ALLIANCE FUND II, LLC | |||
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By: Yucaipa American Funds, LLC | |||
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Its: Managing Member | |||
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By: Yucaipa American Management, LLC | ||
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Its: Managing Member | ||
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By: |
/s/ Ronald W. Burkle |
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Name: Ronald W. Burkle |
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Its: Managing Member |
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YUCAIPA AMERICAN ALLIANCE FUND II, L.P. | ||||
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By: Yucaipa American Alliance Fund II, LLC | ||||
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Its: General Partner | ||||
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By: Yucaipa American Funds, LLC | |||
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Its: Managing Member | |||
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By: Yucaipa American Management, LLC | ||
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Its: Managing Member | ||
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By: |
/s/ Ronald W. Burkle |
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Name: Ronald W. Burkle |
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Its: Managing Member |
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YUCAIPA AMERICAN ALLIANCE (PARALLEL) FUND II, L.P. | ||||
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By: Yucaipa American Alliance Fund II, LLC | ||||
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Its: General Partner | ||||
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By: Yucaipa American Funds, LLC | |||
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Its: Managing Member | |||
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By: Yucaipa American Management, LLC | ||
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Its: Managing Member | ||
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By: |
/s/ Ronald W. Burkle |
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Name: Ronald W. Burkle |
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Its: Managing Member |
Exhibit 1
The Yucaipa Companies
February 2, 2015
Morgans Hotel Group Co.
475 Tenth Ave.
New York, NY 10018
Attention: Meredith Deutsch, General Counsel
Re: Investor Nominee
Ladies and gentlemen,
Reference is made to that certain Securities Purchase Agreement (the Agreement), dated as of October 15, 2009, by and between (i) Morgans Hotel Group Co. (the Company), and (ii) Yucaipa American Alliance Fund II, L.P. (YAAF II) and Yucaipa American Alliance (Parallel) Fund II, L.P. (YAAF II-P and collectively with YAAF II, the Investors). Unless otherwise specified, capitalized terms used herein shall have the meanings assigned to such terms in the Agreement.
YAAF II, on behalf of the Investors, hereby notifies the Company that Mr. Bradford Nugent is designated as Investor Nominee pursuant to Section 5.7 of the Agreement. Any individual previously serving as Investor Nominee is hereby removed and replaced.
The Company shall promptly nominate and support Mr. Nugents election to the Board of Directors in accordance with the relevant procedures set forth in the Agreement and, pending such election, Mr. Nugent shall hold the status of non-voting observer in accordance with Section 5.7(b)(ii)(4) thereof.
Very truly yours,
YUCAIPA AMERICAN ALLIANCE FUND II, L.P.
By: |
/s/ Henry E. Orren |
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Name: Henry E. Orren |
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Title: Associate General Counsel; Assistant Vice President & Secretary |