FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/16/2007 |
3. Issuer Name and Ticker or Trading Symbol
WOLVERINE TUBE INC [ WLVT.PK ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.01 | 50,000 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Convertible Preferred Stock, par value $1.00 | (1)(2) | (1)(2) | Common Stock, par value $0.01 | 34,545,455(1)(2) | $1.1(1)(2) | D(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The Series A Convertible Preferred Stock (the "Preferred Stock") is convertible at any time, in whole or in part, on or after February 16, 2006 with no expiration date, at the holder's election, at a conversion price which shall initially be $1.10 per share and which is subject to customary anti-dilution adjustments (the "Conversion Price"), and each share of Preferred Stock shall be convertible into a number of shares of common stock (the "Common Stock") of Wolverine Tube, Inc. (the "Issuer") equal to $1,000 divided by the Conversion Price. The Preferred Stock is redeemable at par plus any accrued and unpaid dividends on January 31, 2017, and upon the occurrence of certain change of control transactions that are not approved by at least five of the members of the Issuer's board of directors. |
2. The Issuer may redeem all, but not less than all, of the Preferred Stock at its option, at par plus any accrued and unpaid dividends, at any time on or after January 31, 2014, subject to certain conditions. |
3. Plainfield Asset Management LLC, a Delaware limited liability company, is the Manager of Plainfield Special Situations Master Fund Limited. Max Holmes, an individual, is the majority owner and chief investment officer of Plainfield Asset Management LLC. Each of Plainfield Asset Management LLC and Max Holmes disclaims beneficial ownership of all such securities, except to the extent to which each holds a pecuniary interest therein. |
See exhibit 99.1 for signatures | 02/26/2007 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |