0001144204-12-049521.txt : 20120904 0001144204-12-049521.hdr.sgml : 20120903 20120904172837 ACCESSION NUMBER: 0001144204-12-049521 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120904 DATE AS OF CHANGE: 20120904 GROUP MEMBERS: CF HOLDINGS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AXION INTERNATIONAL HOLDINGS, INC. CENTRAL INDEX KEY: 0000753048 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS FOAM PRODUCTS [3086] IRS NUMBER: 840846389 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-40392 FILM NUMBER: 121071812 BUSINESS ADDRESS: STREET 1: 180 SOUTH STREET STREET 2: . CITY: NEW PROVIDENCE STATE: NJ ZIP: 07974 BUSINESS PHONE: 908-542-0888 MAIL ADDRESS: STREET 1: 180 SOUTH STREET STREET 2: . CITY: NEW PROVIDENCE STATE: NJ ZIP: 07974 FORMER COMPANY: FORMER CONFORMED NAME: ANALYTICAL SURVEYS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TM INVESTMENTS, LP CENTRAL INDEX KEY: 0001557327 IRS NUMBER: 521950413 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4922A ST. ELMO AVE. CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 301 654 2400 MAIL ADDRESS: STREET 1: 4922A ST. ELMO AVE. CITY: BETHESDA STATE: MD ZIP: 20814 SC 13G 1 v322975_sc13g.htm FORM SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. ____) *

Axion International Holdings, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

05462D 10 1

(CUSIP Number)

April 13, 2011

(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).

CUSIP NO. 05462D 10 1

13G

Page 2 of 7 Pages

1	NAMES OF REPORTING PERSONS TM Investments, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) £
	(See Instructions)	(b) £

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 2,498,499
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,498,499

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,498,499
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) 8.8% ⁽¹⁾
12	TYPE OF REPORTING PERSON (See Instructions) IN

(1)

Includes 248,499 shares of common stock held by TM Investments, LP, 150,000 shares of the Issuer’s 10% convertible preferred stock convertible into 1,500,000 shares of common stock, and warrants to purchase 750,000 shares of common stock.

CUSIP NO. 05462D 10 1

13G

Page 3 of 7 Pages

1	NAMES OF REPORTING PERSONS CF Holdings, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) £
	(See Instructions)	(b) £

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 2,498,499 ⁽¹⁾
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,498,499 ⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 216,120 ⁽²⁾
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	S
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.8%⁽²⁾
12	TYPE OF REPORTING PERSON (See Instructions) IN

(1)

(2)

Represents the 8.65% pecuniary, limited partnership interest held by CF Holdings, Inc. in TM Investments, LP with respect to the securities of the Issuer.

Item 1(a).

Name of Issuer:

Axion International Holdings, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

180 South Street, Suite 104, New Providence, New Jersey

Item 2(a).

Name of Person Filing:

TM Investments, LP and CF Holdings, Inc. have entered into a Joint Filing Agreement, dated September 4, 2012, a copy of which is filed herewith and pursuant to which TM Investments, LP and CF Holdings have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of both TM Investments, LP and CF Holdings, Inc. is as follows:

4922A St. Elmo Ave.

Bethesda, Maryland 20814

Item 2(c).

Citizenship:

TM Investments, LP - Delaware

CF Holdings, Inc. - Delaware

Item 2(d).

Title of Class of Securities: Common Stock, no par value per share (“Common Stock”)

Item 2 (e).

CUSIP Number: 05462D 10 1

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: Not applicable.

(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)	¨	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 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).

Item 4.

Ownership

The percentages used herein are calculated based upon the shares of Common Stock issued and

outstanding as of August 27, 2012.

TM Investments, LP

(a) Amount beneficially owned: 2,498,499 shares of Common Stock

(b) Percent of class: 8.8%

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 2,498,499

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 2,498,499

CF Holdings, Inc.

(a) Amount beneficially owned: 216,120 shares of Common Stock

(b) Percent of class: 0.8%

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 2,498,499

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 2,498,499

CF Holdings, Inc. disclaims beneficial ownership of the shares of Common Stock held by TM Investments, LP to the extent that it does not have a pecuniary interest in such shares of Common Stock. As of the date of the filing of this Schedule 13G, CF Holdings, Inc. holds a 8.65% limited partnership interest in TM Investment, LP with respect to the securities of the Issuer.

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 [ ].

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

The limited partners of TM Investments, LP, including CF Holdings, Inc., have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock, and none of such limited partnership interests, on its own, relates to more than five percent of the Common Stock.

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.

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.

SIGNATURE

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.

Date: September 4, 2012
	TM Investments, LP

	By:	CF Holdings, Inc.,
		its general partner

	By:	/s/ Melvin Lenkin
	Name:	Melvin Lenkin
	Title:	President

	CF Holdings, Inc.

	By:	/s/ Melvin Lenkin
	Name:	Melvin Lenkin
	Title:	President

EX-99.1 2 v322975_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

Dated: September 4, 2012

TM Investments, LP

By:	CF Holdings, Inc.,
	its general partner

By:	/s/ Melvin Lenkin
Name:	Melvin Lenkin
Title:	President

CF Holdings, Inc.

By:	/s/ Melvin Lenkin
Name:	Melvin Lenkin
Title:	President