0000902664-12-000866.txt : 20120606 0000902664-12-000866.hdr.sgml : 20120606 20120606111010 ACCESSION NUMBER: 0000902664-12-000866 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120606 DATE AS OF CHANGE: 20120606 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PACIFIC CORP CENTRAL INDEX KEY: 0000350832 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 596490478 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33521 FILM NUMBER: 12891097 BUSINESS ADDRESS: STREET 1: 3883 HOWARD HUGHES PARKWAY STREET 2: STE 700 CITY: LAS VEGAS STATE: NV ZIP: 89169 BUSINESS PHONE: 7027352200 MAIL ADDRESS: STREET 1: 3883 HOWARD HUGHES PARKWAY STREET 2: STE 700 CITY: LAS VEGAS STATE: NV ZIP: 89169 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CORNWALL CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001531867 IRS NUMBER: 274478324 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE ROCKEFELLER PLAZA STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 917-639-5438 MAIL ADDRESS: STREET 1: ONE ROCKEFELLER PLAZA STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 SC 13D/A 1 p12-1245sc13da.htm AMERICAN PACIFIC CORPORATION p12-1245sc13da.htm
 
SECURITIES AND EXCHANGE COMMISSION
  
Washington, D.C. 20549
  
_______________
  
   
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
American Pacific Corporation
(Name of Issuer)
 
Common Stock, par value $0.10 per share
(Title of Class of Securities)
 
028740108
(CUSIP Number)
 
Cornwall Capital Management LP
One Rockefeller Plaza, 24th Floor
New York, New York 10020
Attention: Ian D. Haft
 
(917) 639-5438
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
June 4, 2012
(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. [ ]

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.

(Continued on following pages)
 
(Page 1 of 8 Pages)
 
--------------------------
* 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.  028740108
 
SCHEDULE 13D
Page 2 of 8 Pages



1
NAME OF REPORTING PERSON
Cornwall Master LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
922,801 shares of common stock
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
922,801 shares of common stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH PERSON
922,801 shares of common stock
12
CHECK IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) (see Item 5)
12.1%
14
TYPE OF REPORTING PERSON
PN



 
 
 
CUSIP No.  028740108
 
SCHEDULE 13D
Page 3 of 8 Pages



1
NAME OF REPORTING PERSON
Cornwall Capital Management LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
922,801 shares of common stock
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
922,801 shares of common stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH PERSON
922,801 shares of common stock
12
CHECK IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) (see Item 5)
12.1%
14
TYPE OF REPORTING PERSON
IA, PN




 
 
 
CUSIP No.  028740108
 
SCHEDULE 13D
Page 4 of 8 Pages



1
NAME OF REPORTING PERSON
Cornwall GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
922,801 shares of common stock
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
922,801 shares of common stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH PERSON
922,801 shares of common stock
12
CHECK IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) (see Item 5)
12.1%
14
TYPE OF REPORTING PERSON
OO



 
 
 
CUSIP No.  028740108
 
SCHEDULE 13D
Page 5 of 8 Pages



1
NAME OF REPORTING PERSON
James Mai
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
922,801 shares of common stock
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
922,801 shares of common stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH PERSON
922,801 shares of common stock
12
CHECK IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) (see Item 5)
12.1%
14
TYPE OF REPORTING PERSON
IN



 
 
 
CUSIP No.  028740108
 
SCHEDULE 13D
Page 6 of 8 Pages


This Amendment No. 2 amends the statement on Schedule 13D filed on October 12, 2011 (the "Original Schedule 13D" and the Original Schedule 13D as amended by Amendment No.1 filed on December 6, 2011 and hereby, the "Schedule 13D"), with respect to shares of common stock, par value $0.10 per share (the "Shares"), of American Pacific Corporation, a Delaware corporation (the "Company").  Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13D.  This Amendment amends Items 3 and 5 as set forth below.


Item 3.
SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
   
Item 3 of the Original Schedule 13D is hereby amended and restated as follows:

Funds for the purchase of the Shares by Cornwall Master reported herein were derived from general working capital made in the ordinary course of business.  A total of approximately $7,005,611 was paid to acquire the Shares reported herein.


Item 5.
INTEREST IN SECURITIES OF THE ISSUER.

Item 5 of the Original Schedule 13D are being amended and restated as follows:

(a) As of the date of this Schedule 13D, the Reporting Persons may be deemed the beneficial owner of an aggregate of 922,801 Shares held by Cornwall Master. The Shares beneficially owned by the Reporting Persons represent approximately 12.1% of the Shares outstanding. Percentages of the Shares outstanding reported in this Schedule 13D are calculated based upon the 7,620,391 Shares outstanding as of April 30, 2012, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012, filed by the Company with the Securities and Exchange Commission on May 11, 2012.
 
(b) Each of the Reporting Persons shares voting and dispositive power over the Shares held directly by Cornwall Master.
 
(c) The transactions in the Shares since the filing of the Original Schedule 13D by the Reporting Persons, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference.
 
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
 
(e) Not applicable.

 
 
 
CUSIP No.  028740108
 
SCHEDULE 13D
Page 7 of 8 Pages



SIGNATURES
 
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.
 
Dated:  June 6, 2012

 
CORNWALL MASTER LP
     
 
By:
Cornwall GP, LLC
  
   
its General Partner
     
 
/s/ James Mai
 
Name:  James Mai
 
Title:    Managing Member
     
     
 
CORNWALL CAPITAL MANAGEMENT LP
     
 
By:
CMGP LLC,
  
   
its General Partner
     
 
/s/ James Mai
 
Name:  James Mai
 
Title:    Managing Member
       
     
 
CORNWALL GP, LLC
     
 
/s/ James Mai
 
Name:  James Mai
 
Title:    Managing Member
     
     
 
/s/ James Mai
 
JAMES MAI, individually
     
     


 
 
 
CUSIP No.  028740108
 
SCHEDULE 13D
Page 8 of 8 Pages


Schedule A
 
This Schedule sets forth information with respect to each purchase and sale of Shares which were effectuated by a Reporting Person since the filing of the Original Schedule 13D.  All transactions were effectuated in the open market through a broker.
 
CORNWALL MASTER LP


Trade Date
Shared Purchased (Sold)
Price ($)*
  
4/10/2012
48
7.4000
  
4/12/2012
74
7.4500
  
4/19/2012
235
7.3500
  
4/20/2012
3,400
7.4103
  
4/23/2012
400
7.4500
  
4/24/2012
126
7.4350
  
4/30/2012
334
7.4500
  
5/2/2012
440
7.7497
  
5/10/2012
5,275
7.9998
  
5/11/2012
8,189
8.0115
  
5/15/2012
747
7.9904
  
5/16/2012
14,938
8.0674
  
5/18/2012
100
8.1000
  
5/22/2012
13,628
8.1868
  
5/23/2012
100
8.2500
  
5/24/2012
499
8.2500
  
6/4/2012
9,085
8.7403
  
6/4/2012
120,000
9.0000
  
6/4/2012
411
8.9976
  
6/4/2012
49,552
9.0000
  

*           Excluding commissions.