-----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, MJXOHb5nPgW8Tcpxt292vOShOYlz/bQW7uZe0Sa4VrJTB9Xl06d/CoyvEynIN8QZ LMQ3mvT9N0Wc++Umd2Fyiw== 0001144204-10-012598.txt : 20100311 0001144204-10-012598.hdr.sgml : 20100311 20100310182825 ACCESSION NUMBER: 0001144204-10-012598 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100311 DATE AS OF CHANGE: 20100310 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACCURIDE CORP CENTRAL INDEX KEY: 0000817979 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 611109077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-61953 FILM NUMBER: 10671830 BUSINESS ADDRESS: STREET 1: ACCURIDE STREET 2: 7140 OFFICE CIRCLE CITY: EVANSVILLE STATE: IN ZIP: 47715 BUSINESS PHONE: 8129625000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: York Capital Management Global Advisors, LLC CENTRAL INDEX KEY: 0001480532 IRS NUMBER: 161757441 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-300-1300 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G 1 v176942_sc13g.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934*

Accuride Corporation
--------------------------------------------------------
(Name of Issuer)

Common Stock, par value $0.01 per share
--------------------------------------------------------------
(Title of Class of Securities)

004398103
-----------------
(CUSIP Number)

February 26, 2010
-----------------------------------------------------
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X] 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 in 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).
 
Page 1 of 7 Pages


CUSIP No. 004398103                                                               13G

1) NAMES OF REPORTING PERSONS
York Capital Management Global Advisors, LLC

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
    INSTRUCTIONS)
 (a) [  ]
 (b) [X]

 
3) SEC USE ONLY

 
4) CITIZENSHIP OR PLACE OF ORGANIZATION  
New York

 
 
NUMBER OF  5)  SOLE VOTING POWER 
12,627,747*
SHARES     
BENEFICIALLY 6)  SHARED VOTING POWER
-0-
OWNED BY  
 
EACH  7)  SOLE DISPOSITIVE POWER 
12,627,747*
REPORTING   
 
PERSON WITH   8) SHARED DISPOSITIVE POWER 
-0-

9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
12,627,747*

10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 
[X]

(Excludes certain shares issuable upon conversion of the Notes referenced in Item 2(a), each of which is subject to a 9.999% conversion cap.)*

11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    Approximately 10.0%*†

12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO

 

* See Item 4 of this Schedule.
†Pursuant to the Instructions for Cover Page to Schedule 13G, the percentage of outstanding shares beneficially owned by YGA reported in this Schedule 13G has been rounded from 9.999%, to the nearest tenth. Consequently, due to such rounding, the reported percentages exceeds 9.999% although the percentage of outstanding shares beneficially owned by YGA does not exceed 9.999%.
Page 2 of 7 Pages


Item 1(a).                        Name of Issuer: 
Accuride Corporation

 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
7140 Office Circle
Evansville, IN  47715

 

 
Item 2(a).                        Name of Person Filing:

This Schedule is being filed by YGA with respect to:

(i) 11,185,835 shares of Common Stock (which consist of (a) 3,850,866 shares of Common Stock and (b) 7,334,969 shares of Common Stock convertible from $5,501,227 in principal amount of the issuer’s 7.5% Senior Convertible Notes due 2020 (the “Notes”)) directly owned by York Credit Opportunities Fund, L.P., a Delaware limited partnership (“York Credit Opportunities”), the general partner of which is York Credit Opportunities Domestic Holdings, LLC;

(ii) 5,175,754 shares of Common Stock (which consist of (a) 1,781,819 shares of Common Stock and (b) 3,393,935 shares of Common Stock convertible from $2,545,451 in principal amount of the Notes) directly owned by York Global Value Master Fund, L.P., a Cayman Islands exempted limited partnership (“York Global Value”), the general partner of which is York Global Value Holdings, LLC; and

(iii) 20,318,965 shares of Common Stock (which consist of (a) 6,995,062 shares of Common Stock and (b) 13,323,903 shares of Common Stock convertible from $9,992,928 in principal amount of the Notes) directly owned by York Credit Opportunities Master Fund, L.P., a Cayman Islands exempted limited partnership (“York Credit Opportunities Master”), the general partner of which is York Credit Opportunities Domestic Holdings, LLC.

YGA, the sole managing member of the general partner of each of York Credit Opportunities, York Global Value and York Credit Opportunities Master, exercises investment discretion over such investment funds and accordingly may be deemed to have beneficial ownership over the shares of Common Stock directly owned by such investment funds.  See Item 4 of this Schedule.

 
Item 2(b).
Address of Principal Business Office or, if None, Residence:

 
The principal business office address of YGA is:

Page 3 of 7 Pages

 
c/o York Capital Management
767 Fifth Avenue, 17th Floor
New York, New York 10153

Item 2(c).                        Citizenship:

 
The place of organization of YGA is New York.

Item 2(d).                       Title of Class of Securities: Common Stock, par value $0.01 per share

Item 2(e).                        CUSIP Number: 004398103
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 (15 U.S.C.78o).
     
 
(b)
[  ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
[  ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
      78c).

 
(d)
[  ] Investment company registered under section 8 of the Investment
      Company Act of 1940 (15 U.S.C 80a-8).

 
(e)
[X] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 
(f)
[  ] An employee benefit plan or endowment fund in accordance with
     §240.13d-1(b)(1)(ii)(F);

 
(g)
[  ] A parent holding company or control person in accordance with
     §240.13d-1(b)(1)(ii)(G);

 
(h)
[  ] A savings associations as defined in Section 3(b) of the Federal
      Deposit Insurance Act (12 U.S.C. 1813);

 
(i)
[  ] A church plan that is excluded from the definition of an investment
     company under section 3(c)(14) of the Investment Company Act of
     1940 (15 U.S.C. 80a-3);

 
(j)
[  ] A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
 
(k)
[  ] Group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:  ____________.
 


 
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: 
12,627,747
 
Page 4 of 7 Pages


(b) Percent of class: 
10.0%1

(c) Number of shares as to which the person has:
 

(i) Sole power to vote or to direct the vote 
12,627,747

(ii) Shared power to vote or to direct the vote 
-0-

(iii) Sole power to dispose or to direct the disposition of
12,627,747

(iv) Shared power to dispose or to direct the disposition of
-0-

The number of shares beneficially owned and the percentage of outstanding shares represented thereby have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and after giving effect to the Agreement (as defined below) with regard to $18,039,606 in aggregate principal amount of the Notes beneficially owned by YGA.  The percentage of ownership described above is based on an aggregate of 126,294,882 shares of Common Stock issued and outstanding on February 26, 2010 (the “Effective Date”), consisting of (i) 125,000,000 shares of Common Stock issued on the Effective Date pursuant to the issuer’s Third Amended Plan of Reorganization (the “Plan”) and (ii) 1,294,882 shares of Common Stock issued on the Effective Date pursuant to the issuer’s Key Executive Incentive Plan, as reported in the issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2010.

York Credit Opportunities, York Global Value and York Credit Opportunities Master (the “York Group”) are parties to an agreement (the “Agreement”) pursuant to which the York Group may not convert the Notes into, or otherwise acquire, Common Stock if after such conversion or acquisition, the York Group and any other persons whose beneficial ownership of Common Stock would be aggregated with the holdings of the York Group for purposes of Section 13(d) of the Exchange Act, would beneficially own more than 9.999% of the outstanding Common Stock.   The term of the Agreement is three years, but it may be earlier terminated by delivery of 90 days’ prior written notice to the issuer.  If the Agreement were not in effect, YGA would beneficially own 36,680,554 shares of Common Stock in the aggregate, consisting of (i) 12,627,747 shares of Common Stock and (ii) 24,052,807 shares of Common Stock convertible from $18,039,606 in principal amount of the Notes, which would collectively comprise 24.4% of the outstanding Common Stock.  This percentage of ownership is based on an aggregate of 150,347,689 shares of Common Stock, which consists of (i) 126,294,882 shares of Common Stock issued and outstanding on the Effective Date, consisting of (A) 125,000,000 shares of Common Stock issued on the Effective Date pursuant to the Plan and (B) 1,294,882 shares of Common Stock issued on the Effective Date pursuant to the issuer’s Key Executive Incentive Plan, as reported in the issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2010, and (ii) the number of shares of Common Stock issuable to YGA if YGA were to convert all of its Notes into shares of Common Stock.
 

1 Pursuant to the Instructions for Cover Page to Schedule 13G, the percentage of outstanding shares beneficially owned by YGA reported in this Schedule 13G has been rounded from 9.999%, to the nearest tenth. Consequently, due to such rounding, the reported percentages exceeds 9.999% although the percentage of outstanding shares beneficially owned by YGA does not exceed 9.999%.
 
Page 5 of 7 Pages



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    [   ].

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

The right to receive dividends from, or the proceeds from the sale of, all shares of Common Stock reported in this statement as beneficially owned by YGA is held by York Credit Opportunities, York Global Value or York Credit Opportunities Master, as the case may be, all of which are subject to YGA’s investment discretion.  YGA disclaims beneficial ownership of all shares of Common Stock reported in this statement pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended.

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.
 
Page 6 of 7 Pages

 

Item 10.                           Certification.

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.

 


SIGNATURE

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

Dated:  March 10, 2010
 
 
YORK CAPITAL MANAGEMENT GLOBAL ADVISORS, LLC
 
       
Date
By:
/s/ James G. Dinan  
  James G. Dinan  
  Executive Officer  
       
 
 
 
 
 
 
Page 7 of 7 Pages

 
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