SC 13G/A

0001193125-13-092015.txt : 20130306 0001193125-13-092015.hdr.sgml : 20130306 20130305173126 ACCESSION NUMBER: 0001193125-13-092015 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130306 DATE AS OF CHANGE: 20130305 GROUP MEMBERS: ADAM GRAY GROUP MEMBERS: BLACKWELL PARTNERS, LLC GROUP MEMBERS: CHRISTOPHER SHACKELTON GROUP MEMBERS: COLISEUM CAPITAL PARTNERS II, L.P. GROUP MEMBERS: COLISEUM CAPITAL PARTNERS, L.P. GROUP MEMBERS: COLISEUM CAPITAL, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cash Store Financial Services Inc. CENTRAL INDEX KEY: 0001490658 STANDARD INDUSTRIAL CLASSIFICATION: LOAN BROKERS [6163] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85516 FILM NUMBER: 13667182 BUSINESS ADDRESS: STREET 1: 15511 ? 123 AVENUE, CITY: EDMONTON STATE: A0 ZIP: T5V 0C3 BUSINESS PHONE: 780-408-5110 MAIL ADDRESS: STREET 1: 15511 ? 123 AVENUE, CITY: EDMONTON STATE: A0 ZIP: T5V 0C3 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Coliseum Capital Management, LLC CENTRAL INDEX KEY: 0001409751 IRS NUMBER: 223918079 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: METRO CENTER STREET 2: 1 STATION PLACE, 7TH FLOOR SOUTH CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-883-0100 MAIL ADDRESS: STREET 1: METRO CENTER STREET 2: 1 STATION PLACE, 7TH FLOOR SOUTH CITY: STAMFORD STATE: CT ZIP: 06902 SC 13G/A 1 d497089dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

The Cash Store Financial Services Inc.

(Name of Issuer)

Common Shares, no par value per share

(Title of Class of Securities)

14756F103

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

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

¨ Rule 13d-1(b)

x 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).

**	This constitutes a late filing due to administrative oversight on the part of the reporting persons.

CUSIP NO. 14756F103


1.	Names of Reporting Persons Coliseum Capital Management, 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 Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 2,804,578
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 2,804,578
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,804,578
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 16.0%
12.	Type of Reporting Person (See Instructions) OO, IA

Page 2 of 12

CUSIP NO. 14756F103


1.	Names of Reporting Persons Coliseum Capital, 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 Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 1,801,657
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 1,801,657
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,801,657
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 10.3%
12.	Type of Reporting Person (See Instructions) OO

Page 3 of 12

CUSIP NO. 14756F103


1.	Names of Reporting Persons Coliseum Capital Partners, L.P.
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 Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 1,631,757
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 1,631,757
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,631,757
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 9.3%
12.	Type of Reporting Person (See Instructions) PN

Page 4 of 12

CUSIP NO. 14756F103


1.	Names of Reporting Persons Coliseum Capital Partners II, L.P.
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 Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 169,900
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 169,900
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 169,900
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 1.0%
12.	Type of Reporting Person (See Instructions) PN

Page 5 of 12

CUSIP NO. 14756F103


1.	Names of Reporting Persons Blackwell Partners, 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 Georgia
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 1,002,921
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 1,002,921
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,002,921
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 5.7%
12.	Type of Reporting Person (See Instructions) OO

Page 6 of 12

CUSIP NO. 14756F103


1.	Names of Reporting Persons Adam Gray
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 United States
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 2,804,578
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 2,804,578
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,804,578
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 16.0%
12.	Type of Reporting Person (See Instructions) IN

Page 7 of 12

CUSIP NO. 14756F103


1.	Names of Reporting Persons Christopher Shackelton
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 United States
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 2,804,578
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 2,804,578
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,804,578
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 16.0%
12.	Type of Reporting Person (See Instructions) IN

Page 8 of 12

CUSIP NO. 14756F103

Item 1.

(a)

Name of Issuer

The Cash Store Financial Services Inc.

(b)

Address of Issuer’s Principal Executive Offices

15511-123 Avenue

Edmonton, Alberta, Canada T5V 0C3

Item 2.

(a)

Name of Person Filing

This Schedule 13G is being filed on behalf of Coliseum Capital Management, LLC (“CCM”), Coliseum Capital, LLC (“CC”), Coliseum Capital Partners, L.P. (“CCP”), Coliseum Capital Partners II, L.P. (“CCP2”), Blackwell Partners, LLC (“Blackwell”), Adam Gray (“Gray”) and Christopher Shackelton (“Shackelton” and together with CCM, CC, CCP, CCP2, Blackwell and Gray, the “Reporting Persons”).

(b)

Address of Principal Business office or, if None, Residence

The address of the principal business and office of the Reporting Persons (other than Blackwell) is Metro Center, 1 Station Place, 7th Floor South, Stamford CT 06902. The address of the principal business and office of Blackwell is c/o DUMAC, LLC, 406 Blackwell Street, Suite 300, Durham, NC 27701.

(c)

Citizenship

(i)

CCM is a Delaware limited liability company

(ii)

CC is a Delaware limited liability company

(iii)

CCP is a Delaware limited partnership

(iv)

CCP2 is a Delaware limited partnership

(v)

Blackwell is a Georgia limited liability company

(vi)

Gray is a United States citizen (vii) Shackelton is a United States citizen

(d)

Title of Class Securities

Common Shares, no par value (the “Common Shares”)

(e)

CUSIP Number

Page 9 of 12

CUSIP NO. 14756F103

14756F103

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:


(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c);

(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 (15 U.S.C. 80a-8);

(e)	¨	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)(ii)(F);

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

(h)	¨	A savings association 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

The information relating to the beneficial ownership of Common Shares by each of the Reporting Persons set forth in Rows 5 through 9 and Row 11 of the cover pages hereto is incorporated herein by reference.

The ownership percentage of each Reporting Person set forth in Row 11 of the cover pages hereto has been calculated based on an assumed total of 17,571,813 Common Shares outstanding as of December 31, 2012, as reported in the Issuer’s Report of Foreign Private Issuer on Form 6-K, as filed with the Securities and Exchange Commission on February 7, 2013.

Page 10 of 12

CUSIP NO. 14756F103

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 securities, check the following ¨

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.

The Reporting Persons may be deemed to be members of a group with respect to the Common Stock owned of record by CCP, CCP2 and Blackwell. CCP is the record owner of 1,631,757 shares of Common Stock, CCP2 is the record owner of 169,900 and Blackwell is the record owner of 1,002,921 shares of Common Stock.

Item 9.

Notice of Dissolution of Group.

Not applicable

Item 10.

Certification:

By signing below, I certify that, to the best of my 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.

Page 11 of 12

CUSIP NO. 14756F103

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: March 5, 2013


COLISEUM CAPITAL MANAGEMENT, LLC		COLISEUM CAPITAL, LLC

		By	/s/ Adam Gray
			Adam Gray, Manager

By:	/s/ Christopher Shackelton
	Christopher Shackelton, Manager

COLISEUM CAPITAL PARTNERS, L.P.		COLISEUM CAPITAL PARTNERS II, L.P.

By:	Coliseum Capital, LLC, General Partner	By:	Coliseum Capital, LLC, General Partner

By:	/s/ Adam Gray	By:	/s/ Adam Gray
	Adam Gray, Manager		Adam Gray, Manager

BLACKWELL PARTNERS, LLC		ADAM GRAY

By:	Coliseum Capital Management, LLC, Attorney-in-fact	/s/ Adam Gray
		Adam Gray
By:	/s/ Adam Gray
	Adam Gray, Manager

CHRISTOPHER SHACKELTON

/s/ Christopher Shackelton
Christopher Shackelton

Page 12 of 12

EXHIBIT A

Joint Filing Agreement Pursuant to Rule 13d-1

This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.

Dated: March 5, 2013


COLISEUM CAPITAL MANAGEMENT, LLC		COLISEUM CAPITAL, LLC

		By	/s/ Adam Gray
			Adam Gray, Manager
By:	/s/ Christopher Shackelton
	Christopher Shackelton, Manager

COLISEUM CAPITAL PARTNERS, L.P.		COLISEUM CAPITAL PARTNERS II, L.P.

By:	Coliseum Capital, LLC, General Partner	By:	Coliseum Capital, LLC, General Partner

By:	/s/ Adam Gray	By:	/s/ Adam Gray
	Adam Gray, Manager		Adam Gray, Manager

BLACKWELL PARTNERS, LLC		ADAM GRAY

By:	Coliseum Capital Management, LLC,
	Attorney-in-fact	/s/ Adam Gray
		Adam Gray
By:	/s/ Adam Gray
	Adam Gray, Manager

CHRISTOPHER SHACKELTON

/s/ Christopher Shackelton
Christopher Shackelton