[ ]
|
Rule 13d-1(b)
|
[X]
|
Rule 13d-1(c)
|
[ ]
|
Rule 13d-1(d)
|
CUSIP NO. 00439T107
|
Page 2 of 19 Pages
|
1.
|
Names of Reporting Persons
|
I.R.S. Identification Nos. Of above persons (entities only)
|
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
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
2,750,658 (1)
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
2,750,658 (1)
|
8.
|
Shared Dispositive Power
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 00439T107
|
Page 3 of 19 Pages
|
1.
|
Names of Reporting Persons
|
I.R.S. Identification Nos. Of above persons (entities only)
|
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
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
2,750,658 (1)
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
2,750,658 (1)
|
8.
|
Shared Dispositive Power
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 00439T107
|
Page 4 of 19 Pages
|
1.
|
Names of Reporting Persons
|
I.R.S. Identification Nos. Of above persons (entities only)
|
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
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
2,750,658 (1)
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
2,750,658 (1)
|
8.
|
Shared Dispositive Power
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 00439T107
|
Page 5 of 19 Pages
|
1.
|
Names of Reporting Persons
|
I.R.S. Identification Nos. Of above persons (entities only)
|
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
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
334,888
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
334,888
|
8.
|
Shared Dispositive Power
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 00439T107
|
Page 6 of 19 Pages
|
1.
|
Names of Reporting Persons
|
I.R.S. Identification Nos. Of above persons (entities only)
|
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
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
334,888
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
334,888
|
8.
|
Shared Dispositive Power
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 00439T107
|
Page 7 of 19 Pages
|
1.
|
Names of Reporting Persons
|
I.R.S. Identification Nos. Of above persons (entities only)
|
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
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
334,888
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
334,888
|
8.
|
Shared Dispositive Power
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 00439T107
|
Page 8 of 19 Pages
|
1.
|
Names of Reporting Persons
|
I.R.S. Identification Nos. Of above persons (entities only)
|
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
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
60,572
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
60,572
|
8.
|
Shared Dispositive Power
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 00439T107
|
Page 9 of 19 Pages
|
1.
|
Names of Reporting Persons
|
I.R.S. Identification Nos. Of above persons (entities only)
|
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
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
60,572
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
60,572
|
8.
|
Shared Dispositive Power
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 00439T107
|
Page 10 of 19 Pages
|
Item 1(a).
|
Name of Issuer:
|
Accuride Corporation (the “Issuer”).
|
|
Item 1(b).
|
Address of the Issuer's Principal Executive Offices:
|
7140 OFFICE CIRCLE
|
|
EVANSVILLE IN 47715
|
|
Item 2(a).
|
Name of Person Filing.
|
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
|
(i) | Cetus Capital, LLC (“Cetus”); | |
(ii) | Littlejohn Fund III, L.P. (“Littlejohn Fund III”); | |
(iii) | Littlejohn Associates III, L.L.C. (“Littlejohn Associates III”); | |
(iv) | Cetus Capital II, LLC (“Cetus II”); | |
(v) | Littlejohn Fund IV, L.P. (“Littlejohn Fund IV”); | |
(vi) | Littlejohn Associates IV, L.L.C. (“Littlejohn Associates IV”); | |
(vii) | Littlejohn Opportunities Master Fund L.P. (“Littlejohn Opportunities”); and | |
(viii) | Littlejohn Opportunities GP LLC (“Littlejohn Opportunities GP”). |
Item 2(b)
|
Address of Principal Business Office, or, if none, Residence.
|
The address and principal business office of each of the Reporting Persons is 8 Sound Shore Drive, Greenwich, CT 06830.
|
|
Item 2(c)
|
Citizenship or Place of Organization
|
Cetus, Cetus II, Littlejohn Associates III, Littlejohn Associates IV and Littlejohn Opportunities GP are Delaware limited liability companies. Littlejohn Fund III and Littlejohn Fund IV are Delaware limited partnerships. Littlejohn Opportunities is a Cayman Islands limited partnership.
|
|
Item 2(d).
|
Title of Class of Securities:
|
Common Stock, $0.01 Par Value (the “Shares”)
|
|
Item 2(e).
|
CUSIP Number:
|
00439T107
|
CUSIP NO. 00439T107
|
Page 11 of 19 Pages
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
||
Inapplicable.
|
|||
Item 4.
|
Ownership:
|
||
A.
|
Cetus Capital, LLC
|
||
(a)
|
Amount beneficially owned: 2,750,658 (1)
|
||
(b)
|
Percent of class: 5.82% (1)(2)
|
||
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or direct the vote
|
2,750,658 (1)
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
2,750,658 (1)
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
B.
|
Littlejohn Fund III, L.P.
|
|
(a)
|
Amount beneficially owned: 2,750,658 (1)
|
|
(b)
|
Percent of class: 5.82% (1)(2)
|
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or direct the vote
|
2,750,658 (1)
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
2,750,658 (1)
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
C.
|
Littlejohn Associates III, L.L.C.
|
|
(a)
|
Amount beneficially owned: 2,750,658 (1)
|
|
(b)
|
Percent of class: 5.82% (1)(2)
|
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or direct the vote
|
2,750,658 (1)
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
2,750,658 (1)
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
CUSIP NO. 00439T107
|
Page 12 of 19 Pages
|
D.
|
Cetus Capital II, LLC
|
|
(a)
|
Amount beneficially owned: 334,888
|
|
(b)
|
Percent of class: 0.71% (2)
|
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or direct the vote
|
334,888
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
334,888
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
E.
|
Littlejohn Fund IV, L.P.
|
|
(a)
|
Amount beneficially owned: 334,888
|
|
(b)
|
Percent of class: 0.71% (2)
|
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or direct the vote
|
334,888
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
334,888
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
F.
|
Littlejohn Associates IV, L.L.C.
|
|
(a)
|
Amount beneficially owned: 334,888
|
|
(b)
|
Percent of class: 0.71% (2)
|
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or direct the vote
|
334,888
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
334,888
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
G.
|
Littlejohn Opportunities Master Fund LP
|
|
(a)
|
Amount beneficially owned: 60,572
|
|
(b)
|
Percent of class: 0.13% (2)
|
|
(c)
|
Number of shares as to which such person has:
|
CUSIP NO. 00439T107
|
Page 13 of 19 Pages
|
(i)
|
Sole power to vote or direct the vote
|
60,572
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
60,572
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
H.
|
Littlejohn Opportunities GP LLC
|
|
(a)
|
Amount beneficially owned: 60,572
|
|
(b)
|
Percent of class: 0.13% (2)
|
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or direct the vote
|
60,572
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
60,572
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
(1)
|
This value includes 2,742,223 shares of common stock and assumes the exercise of warrants to purchase 8,435 shares of common stock.
|
(2)
|
This value is based on 47,286,768 shares of common stock of the Issuer outstanding as disclosed in the Issuer’s Form 10-Q filed with the Commission on November 8, 2011.
|
CUSIP NO. 00439T107
|
Page 14 of 19 Pages
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
Inapplicable.
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person:
|
Inapplicable.
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
|
Inapplicable.
|
|
Item 8.
|
Identification and Classification of Members of the Group:
|
Inapplicable.
|
|
Item 9.
|
Notice of Dissolution of Group:
|
Inapplicable.
|
|
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.
|
CUSIP NO. 00439T107
|
Page 15 of 19 Pages
|
Exhibits Exhibit 1
Joint Filing Agreement dated February 14, 2012, among Cetus, Littlejohn Fund III, Littlejohn Associates III, Cetus II, Littlejohn Fund IV, Littlejohn Associates IV, Littlejohn Opportunities and Littlejohn Opportunities GP.
|
CUSIP NO. 00439T107
|
Page 16 of 19 Pages
|
Date: February 14, 2012
|
Cetus Capital, LLC
|
|
By: Littlejohn Fund III, L.P., manager
|
||
By: Littlejohn Associates III, L.L.C., its general partner
|
||
Name:
|
/s/ Michael I. Klein
|
|
By:
|
Michael I. Klein, manager
|
|
Date: February 14, 2012
|
Littlejohn Fund III, L.P.
|
|
By: Littlejohn Associates III, L.L.C., its general partner
|
||
Name:
|
/s/ Michael I. Klein
|
|
By:
|
Michael I. Klein, manager
|
|
Date: February 14, 2012
|
Littlejohn Associates III, L.L.C.
|
|
Name:
|
/s/ Michael I. Klein
|
|
By:
|
Michael I. Klein, manager
|
|
Date: February 14, 2012
|
Cetus Capital II, LLC
|
|
By: Littlejohn Fund IV, L.P., manager
|
||
By: Littlejohn Associates IV, L.L.C., its general partner
|
||
Name:
|
/s/ Michael I. Klein
|
|
By:
|
Michael I. Klein, manager
|
|
Date: February 14, 2012
|
Littlejohn Fund IV, L.P.
|
|
By: Littlejohn Associates IV, L.L.C., its general partner
|
||
Name:
|
/s/ Michael I. Klein
|
|
By:
|
Michael I. Klein, manager
|
|
CUSIP NO. 00439T107
|
Page 17 of 19 Pages
|
Date: February 14, 2012
|
Littlejohn Associates IV, L.L.C.
|
|
Name:
|
/s/ Michael I. Klein
|
|
By:
|
Michael I. Klein, manager
|
|
Date: February 14, 2012
|
Littlejohn Opportunities Master Fund LP
|
|
By: Littlejohn Opportunities GP LLC, its general partner
|
||
Name:
|
/s/ Michael I. Klein
|
|
By:
|
Michael I. Klein, manager
|
|
Date: February 14, 2012
|
Littlejohn Opportunities GP LLC
|
|
Name:
|
/s/ Michael I. Klein
|
|
By:
|
Michael I. Klein, manager
|
|
CUSIP NO. 00439T107
|
Page 18 of 19 Pages
|
Date: February 14, 2012
|
Cetus Capital, LLC
|
|
By: Littlejohn Fund III, L.P., manager
|
||
By: Littlejohn Associates III, L.L.C., its general partner
|
||
Name:
|
/s/ Michael I. Klein
|
|
By:
|
Michael I. Klein, manager
|
|
Date: February 14, 2012
|
Littlejohn Fund III, L.P.
|
|
By: Littlejohn Associates III, L.L.C., its general partner
|
||
Name:
|
/s/ Michael I. Klein
|
|
By:
|
Michael I. Klein, manager
|
|
Date: February 14, 2012
|
Littlejohn Associates III, L.L.C.
|
|
Name:
|
/s/ Michael I. Klein
|
|
By:
|
Michael I. Klein, manager
|
|
CUSIP NO. 00439T107
|
Page 19 of 19 Pages
|
Date: February 14, 2012
|
Cetus Capital II, LLC
|
|
By: Littlejohn Fund IV, L.P., manager
|
||
By: Littlejohn Associates IV, L.L.C., its general partner
|
||
Name:
|
/s/ Michael I. Klein
|
|
By:
|
Michael I. Klein, manager
|
|
Date: February 14, 2012
|
Littlejohn Fund IV, L.P.
|
|
By: Littlejohn Associates IV, L.L.C., its general partner
|
||
Name:
|
/s/ Michael I. Klein
|
|
By:
|
Michael I. Klein, manager
|
|
Date: February 14, 2012
|
Littlejohn Associates IV, L.L.C.
|
|
Name:
|
/s/ Michael I. Klein
|
|
By:
|
Michael I. Klein, manager
|
|
Date: February 14, 2012
|
Littlejohn Opportunities Master Fund LP
|
|
By: Littlejohn Opportunities GP LLC, its general partner
|
||
Name:
|
/s/ Michael I. Klein
|
|
By:
|
Michael I. Klein, manager
|
|
Date: February 14, 2012
|
Littlejohn Opportunities GP LLC
|
|
Name:
|
/s/ Michael I. Klein
|
|
By:
|
Michael I. Klein, manager
|
|