Schedule 13D

NEWPORT GLOBAL ADVISORS LLC

/S/ TIMOTHY T. JANSZEN

Timothy T. Janszen

Chief Executive Officer

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KnyyNwuLt7CE9Z8L6/LDiYNLva1j+I2V7MG6nuNQfPnLuTbZ0uDOkwNfzUKI57EQ +wg0jCQQqfmXu8moNxvaKg== 0001193125-07-038426.txt : 20070223 0001193125-07-038426.hdr.sgml : 20070223 20070223165308 ACCESSION NUMBER: 0001193125-07-038426 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070223 DATE AS OF CHANGE: 20070223 GROUP MEMBERS: NEWPORT GLOBAL ADVISORS LLC GROUP MEMBERS: NEWPORT GLOBAL ADVISORS LP GROUP MEMBERS: NEWPORT GLOBAL OPPORTUNITIES GP LLC GROUP MEMBERS: NEWPORT GLOBAL OPPORTUNITIES GP LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WOLVERINE TUBE INC CENTRAL INDEX KEY: 0000821407 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 630970812 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43063 FILM NUMBER: 07646380 BUSINESS ADDRESS: STREET 1: 200 CLINTON AVENUE WEST STREET 2: SUITE 1000 CITY: HUNTSVILLE STATE: AL ZIP: 35801 BUSINESS PHONE: 2568900460 MAIL ADDRESS: STREET 1: 200 CLINTON AVENUE WEST STREET 2: SUITE 1000 CITY: HUNTSVILLE STATE: AL ZIP: 35801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEWPORT GLOBAL OPPORTUNITIES FUND L P CENTRAL INDEX KEY: 0001362175 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 25227 GROGANS MILL RD SUITE 125 CITY: WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 281-210-3291 MAIL ADDRESS: STREET 1: 25227 GROGANS MILL RD SUITE 125 CITY: WOODLANDS STATE: TX ZIP: 77380 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

WOLVERINE TUBE, INC.

(Name of Issuer)

Common Stock, $0.01 Par Value

(Title of Class of Securities)

978093102

(CUSIP Number)

Fred J. Franklin

Chief Compliance Officer

Newport Global Advisors LP

50 Kennedy Plaza, 18th Floor

Providence, RI 02903

(401) 751-1700

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

February 13, 2007

(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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.

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 disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes 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 Number 978093102


(1)	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)

	Newport Global Opportunities Fund LP 20-4075423
(2)	Check the Appropriate Box if a Member of a Group
	(a) ¨
	(b) ¨
(3)	SEC Use Only

(4)	Source of Funds

	WC
(5)	Check if Disclosure of Legal Proceedings 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


		(8) Shared Voting Power

		760,500
		(9) Sole Dispositive Power


		(10) Shared Dispositive Power

		760,500


(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

	760,500
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares	¨

(13)	Percent of Class Represented by Amount in Row 11

	5.0%
(14)	Type of Reporting Person

	PN


CUSIP Number 978093102


(1)	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)

	Newport Global Opportunities GP LP 20-4075335
(2)	Check the Appropriate Box if a Member of a Group
	(a) ¨
	(b) ¨
(3)	SEC Use Only

(4)	Source of Funds

	OO
(5)	Check if Disclosure of Legal Proceedings 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


		(8) Shared Voting Power

		760,500
		(9) Sole Dispositive Power


		(10) Shared Dispositive Power

		760,500


(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

	760,500
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares	¨

(13)	Percent of Class Represented by Amount in Row 11

	5.0%
(14)	Type of Reporting Person

	PN


CUSIP Number 978093102


(1)	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)

	Newport Global Opportunities GP LLC 20-4072336
(2)	Check the Appropriate Box if a Member of a Group
	(a) ¨
	(b) ¨
(3)	SEC Use Only

(4)	Source of Funds

	OO
(5)	Check if Disclosure of Legal Proceedings 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


		(8) Shared Voting Power

		760,500
		(9) Sole Dispositive Power


		(10) Shared Dispositive Power

		760,500


(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

	760,500
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares	¨

(13)	Percent of Class Represented by Amount in Row 11

	5.0%
(14)	Type of Reporting Person

	OO


CUSIP Number 978093102


(1)	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)

	Newport Global Advisors LP 20-3477523
(2)	Check the Appropriate Box if a Member of a Group
	(a) ¨
	(b) ¨
(3)	SEC Use Only

(4)	Source of Funds

	OO
(5)	Check if Disclosure of Legal Proceedings 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


		(8) Shared Voting Power

		760,500
		(9) Sole Dispositive Power


		(10) Shared Dispositive Power

		760,500


(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

	760,500
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares	¨

(13)	Percent of Class Represented by Amount in Row 11

	5.0%
(14)	Type of Reporting Person

	IA


CUSIP Number 978093102


(1)	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)

	Newport Global Advisors LLC 20-3607864
(2)	Check the Appropriate Box if a Member of a Group
	(a) ¨
	(b) ¨
(3)	SEC Use Only

(4)	Source of Funds

	OO
(5)	Check if Disclosure of Legal Proceedings 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


		(8) Shared Voting Power

		760,500
		(9) Sole Dispositive Power


		(10) Shared Dispositive Power

		760,500


(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

	760,500
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares	¨

(13)	Percent of Class Represented by Amount in Row 11

	5.0%
(14)	Type of Reporting Person

	OO

CONTINUATION PAGES TO SCHEDULE 13D

This Statement on Schedule 13D relates to the beneficial ownership of Stock, par value $0.01 per share (the “Common Stock”), of Wolverine Tube, Inc., a Delaware corporation (the “Company”). This statement is being filed on behalf of the reporting persons (the “Reporting Persons”) identified on the cover pages of this Statement. Information in respect of each Reporting Person is given solely by such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Reporting Person.

Item 1.

Security and Company.

The class of equity securities to which this Statement relates is the Common Stock issued by the Company, which has its principal executive offices at 200 Clinton Avenue West, Suite 1000, Huntsville, AL 35801.

Item 2.

Identity and Background.

(a) Reference is made to Row 1 of the cover pages for the names of the Reporting Persons.

(b) The business address for each of the Reporting Persons is c/o Newport Global Advisors LP, 21 Waterway Avenue, Suite 150, The Woodlands, TX 77380.

(c) Newport Global Opportunities Fund is a private investment fund (the “Fund”). Newport Global Opportunities GP LP is the general partner of the Fund (“Fund GP”). Newport Global Opportunities GP LLC is the general partner of Fund GP (“GP LLC”). Newport Global Advisors LP is a registered investment adviser, manager of the Fund and managing member of GP LLC (“Fund Manager”). Newport Global Advisors LLC is the general partner of Fund Manager (“Manager GP”).

(d) and (e) None of the persons with respect to whom information is required by this Item 2 has been, during the last five years, either (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws.

(f) The Fund, Fund GP and Fund Manager are Delaware limited partnerships. GP LLC and Manager GP are Delaware limited liability companies.

Item 3.

Source and Amount of Funds or Other Consideration.

The Fund acquired 760,500 shares of the Common Stock (the “Shares”) for an aggregate purchase price of approximately $1,242,895.80, which was funded through the working capital of the Fund.

Item 4.

Purpose of Transaction.

The Fund acquired the Shares on February 13, 2007 with the purpose of influencing control of the Company. After the Fund’s acquisition of the Shares, Fund Manager, together with certain third parties (“Potential Co-Investors”), contacted the Company’s board of directors with a written proposal (a copy of which is attached hereto as Exhibit 99.2) inviting the Company to enter into discussions with them regarding a contemplated transaction to restructure the Company. However, prior to and concurrent with the Fund’s acquisition of the Shares and Fund Manager’s contact with the Company’s board of directors, the Company was party to a Preferred Stock Purchase Agreement, dated February 1, 2007, with Plainfield Special Situations Master Fund Limited and The Alpine Group, Inc. (the “Plainfield/Alpine Agreement”). Fund Manager, acting on behalf of the Fund, intended that the Company’s board of directors would recognize that its proposal was superior to the Plainfield/Alpine Agreement. Among other things, the transaction contemplated by Fund Manager’s proposal included a refinancing of the Company’s indebtedness and in connection with such transaction the appointment by Fund Manager and the Potential Co-Investors of a majority of the members of the Company’s board of directors. By its terms, the proposal submitted by Fund Manager and the Potential Co-Investors invited the Company’s board of directors to enter into discussions with them, was non-binding and could not be deemed an offer capable of being accepted. Accordingly, this Statement on Schedule 13D shall not be deemed an admission that the Reporting Persons constitute a “group” with the Potential Co-Investors and the Reporting Persons disclaim beneficial ownership in any shares of Common Stock or other securities of the Company beneficially owned by the Potential Co-Investors.

Fund Manager, on behalf of the Fund, intends to review its purpose with respect to the Shares from time to time on the basis of various factors, including the status of the Plainfield/Alpine Agreement. Fund Manager will also consider the Company’s business, financial condition, results of operations, prospects, general economic and industry conditions, the securities markets in general and the markets for the Company’s securities in particular, as well as other investment opportunities, liquidity requirements of the Fund, or other investment considerations deemed material to the Fund. Based upon such review, the Fund and Fund Manager will take such actions in the future as they may deem appropriate in light of the circumstances existing from time to time.

Except as otherwise disclosed in this Item 4, none of the Reporting Persons currently has any agreements, beneficially or otherwise, which would be related to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D; however, as part of the ongoing evaluation of this investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Company, other shareholders of the Company or other third parties, including the Potential Co-Investors, regarding such matters.

Item 5.

Interest in Securities of the Issuer.

(a)(i) The Fund is the direct beneficial owner of 760,500 shares of common stock, representing approximately 5.0% of the outstanding shares of Common Stock.

(ii) Fund GP, as the result of its position as the general partner of the Fund, GP LLC, as the result of its position as the general partner of Fund GP, Fund Manager, as the result of its position as the managing member of GP LLC, and Manager GP, as the result of its position as the general partner of Fund Manager, may be deemed to beneficially own the Shares.

(iii) Each of Fund GP, GP LLC, Fund Manager and Manager GP disclaims beneficial ownership of the Shares.

(iv) Except as otherwise described in sections (a)(i)-(iii) of this Item 5, no person listed in Item 2 of this Schedule 13D is a beneficial owner of the Shares.

(b) See Item 5(a) above.

(c) On February 13, 2007, the Fund acquired 760,500 shares of the Company’s Common Stock in the open market, on “Pink Sheets,” for an aggregate purchase price of approximately $1,242,895.80. The average purchase price per Share was $1.6343.

Item 6.

Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

Except as otherwise described in this Statement on Schedule 13D, none of the Reporting Persons has any contracts, arrangement, understandings or relationships with respect to securities of the Company.

Item 7.

Material to be Filed as Exhibits


Exhibit 99.1.		Joint Filing Agreement pursuant to rule 13d-1(k)(1) among the Reporting Persons, dated February 23, 2007.
Exhibit 99.2.		Letter to the members of the Board of Directors of Wolverine Tube, Inc., dated February 16, 2007, from Newport Global Advisors, Lehman Commercial Paper Inc. and certain affiliates of Trust Company of the West.

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: February 23, 2007

	NEWPORT GLOBAL OPPORTUNITIES FUND LP

	By:	Newport Global Opportunities GP LP,
		its general partner

	By:	Newport Global Opportunities GP LLC,
		its general partner

	By:	Newport Global Advisors LP, its managing member

		By:	/S/ TIMOTHY T. JANSZEN
		Name:	Timothy T. Janszen
		Title:	Chief Executive Officer


NEWPORT GLOBAL OPPORTUNITIES GP LP

By:	Newport Global Opportunities GP LLC,
	its general partner

By:	Newport Global Advisors LP, its managing member

	By:	/S/ TIMOTHY T. JANSZEN
	Name:	Timothy T. Janszen
	Title:	Chief Executive Officer


NEWPORT GLOBAL OPPORTUNITIES GP LLC

By:	Newport Global Advisors LP, its managing member

	By:	/S/ TIMOTHY T. JANSZEN
	Name:	Timothy T. Janszen
	Title:	Chief Executive Officer


NEWPORT GLOBAL ADVISORS LP

	By:	/S/ TIMOTHY T. JANSZEN
	Name:	Timothy T. Janszen
	Title:	Chief Executive Officer

EX-99.1 2 dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 99.1

Joint Filing Agreement

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D, and all amendments thereto, to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.


Date: February 23, 2007

	NEWPORT GLOBAL OPPORTUNITIES FUND LP

	By:	Newport Global Opportunities GP LP,
		its general partner

	By:	Newport Global Opportunities GP LLC,
		its general partner

	By:	Newport Global Advisors LP, its managing member

		By:	/S/ TIMOTHY T. JANSZEN
		Name:	Timothy T. Janszen
		Title:	Chief Executive Officer


NEWPORT GLOBAL OPPORTUNITIES GP LP

By:	Newport Global Opportunities GP LLC,
	its general partner

By:	Newport Global Advisors LP, its managing member

	By:	/S/ TIMOTHY T. JANSZEN
	Name:	Timothy T. Janszen
	Title:	Chief Executive Officer


NEWPORT GLOBAL OPPORTUNITIES GP LLC

By:	Newport Global Advisors LP, its managing member

	By:	/S/ TIMOTHY T. JANSZEN
	Name:	Timothy T. Janszen
	Title:	Chief Executive Officer

EX-99.2 3 dex992.htm LETTER TO THE MEMBERS OF THE BOARD OF DIRECTORS Letter to the Members of the Board of Directors

Exhibit 99.2

February 16, 2007

Members of the Board of Directors

c/o Johann R. Manning, Jr., President and Chief Executive Officer

Wolverine Tube, Inc.

200 Clinton Avenue West, Suite 1000

Huntsville, Alabama 35801

Ladies and Gentlemen:

Newport Global Advisors (“Newport”), Lehman Commercial Paper Inc. (“Lehman”) and certain affiliates of Trust Company of the West (“TCW”) are pleased to submit the following proposal to restructure Wolverine Tube, Inc. (“Wolverine”) in a transaction that is superior to the transactions proposed by The Alpine Group, Inc. and Plainfield Special Situations Master Fund Limited (the “Alpine/Plainfield Proposal”).

Specifically, our proposal contemplates a transaction that will provide for the following:

•

A $50 million investment by Newport, Lehman (or certain of its affiliates) and TCW in Series A Convertible Preferred Stock having substantially the same terms as those contained in the Alpine/Plainfield Proposal, except that our Series A Convertible Preferred Stock will be automatically converted into common stock at an implied price per share of common stock of $1.10 (subject to anti-dilution adjustments) upon approval by Wolverine’s stockholders of an increase in the number of authorized shares of Wolverine common stock. Please be advised that we are willing to make our entire $50 million investment in the form of common stock, and the only reason our proposal calls for the issuance of Series A Convertible Preferred Stock is due to the lack of a sufficient number of authorized common shares. If Wolverine would prefer, we are willing to wait to consummate our investment until Wolverine can issue the requisite number of shares of common stock at the initial closing.

•

A rights offering, together with a right to purchase additional shares, each on substantially the same terms as those contained in the Alpine/Plainfield Proposal, as soon as practicable after the completion of the $50 million investment described above, except that our standby purchase commitment and our “top-up” right will be for shares of common stock and not of Series A Convertible Preferred Stock.

•

We intend to structure our transaction so that it will not result in a “change in control” of Wolverine under the indenture for Company’s 10.5% Senior Notes due 2009, but we anticipate refinancing the existing credit facilities and the outstanding 7.375% Senior Notes due 2008 and 10.5% Senior Notes due 2009 and with one or more new debt facilities. Lehman is confident that Wolverine can obtain sufficient debt financing for this purpose, and we expect to deliver to you debt commitment letters simultaneously with the execution of definitive agreements with respect to our proposal.

•

The appointment of a sufficient number of directors to allow us to have a majority of the directors on the entire board. We anticipate that the newly constituted board will review Wolverine’s business plan and senior management team and determine whether any changes are necessary or desirable.

•

Registration rights on substantially the same terms as those contained in the Alpine/Plainfield Proposal.

•

The absence of any management agreement or other similar agreement providing for annual management or advisory fees (which will result in savings to the Company of at least $2.5 million).

•

Entering into definitive agreements containing terms and conditions not less favorable to Newport, Lehman and TCW, on the one hand, and Wolverine, on the other hand, than those contained in your existing preferred stock purchase agreement (including the relevant exhibits thereto) with Alpine and Plainfield (the “Alpine/Plainfield Purchase Agreement”), including a fixed termination fee of $4,000,000.

In addition to other customary conditions, our proposal is subject to satisfaction of the following conditions, in each case, as determined by each of us in our sole discretion: (i) the due termination of the Alpine/Plainfield Purchase Agreement in accordance with the terms thereof and without breach thereof; (ii) the satisfactory completion by each of us of our legal, financial, accounting and business due diligence investigation and the results thereof being acceptable to each of us in our respective sole discretion; (iii) receipt of all necessary governmental or third party consents and approvals; (iv) there being no material adverse change since the date of the most recent audited financial statements in the business, assets, properties, liabilities, results of operations or financial condition of Wolverine and its subsidiaries, taken as a whole; and (vi) negotiation and execution of definitive agreements as described in the last bullet point above.

We are prepared to expend all of our time and resources as is necessary to complete the transaction. We are aware of the restrictions on your ability to enter into discussions with us or furnish information to us imposed by the Alpine/Plainfield

Purchase Agreement and we are not asking you to take any action not permitted by that agreement. However, the exercise of your fiduciary duties requires you to pursue the alternative restructuring proposal set forth herein because its terms are more attractive than the Alpine/Plainfield Proposal and it is “superior” to the transactions proposed in the Alpine/Plainfield Purchase Agreement. Accordingly, we look forward to receiving information to complete our due diligence investigation and entering into discussions with you to finalize the transaction.

Our proposal is non-binding, and we will have no obligation or liability hereunder. Our proposal should not be deemed to be an offer capable of being accepted, and does not create any binding obligation to enter into a definitive agreement. The only binding obligations between us shall be those contained in a definitive agreement executed and exchanged between us.

You may contact Ryan Langdon of Newport at 203-292-3994, James Seery of Lehman at 212-526-0825 or Nick Tell of TCW at 310-235-5915 if you have any questions regarding this letter or the proposal contained herein.


Sincerely,

NEWPORT GLOBAL ADVISORS

By:
Name:
Title:

LEHMAN COMMERCIAL PAPER INC.

By:
Name:
Title:

TCW SHARED OPPORTUNITY FUND IVB, LP

By:		TCW Asset Management Company, its Investment Adviser

By:

By:

TCW SHARED OPPORTUNITY FUND V, L.P.

By:		TCW Asset Management Company, its Investment Adviser

By:

By:

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