-----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, JQ1uG9pZeT1ZgbgOiwyduf6ro+H+JWt8SalrkbhnIlx/rSiesi/J3JViA9scQN0G jGhmY900ZfiIx0+HHBRFWQ== 0001010422-07-000029.txt : 20070910 0001010422-07-000029.hdr.sgml : 20070910 20070910164701 ACCESSION NUMBER: 0001010422-07-000029 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070910 DATE AS OF CHANGE: 20070910 GROUP MEMBERS: B IV CAPITAL PARTNERS, L.P. GROUP MEMBERS: DDJ CAPITAL MANAGEMENT, LLC GROUP MEMBERS: GP CAPITAL IV, LLC GROUP MEMBERS: OCTOBER G.P., LLC GROUP MEMBERS: THE OCTOBER FUND, LIMITED PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SR TELECOM INC CENTRAL INDEX KEY: 0001223165 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 000000000 STATE OF INCORPORATION: A8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79234 FILM NUMBER: 071109153 MAIL ADDRESS: STREET 1: 8150 TRANS CANADA HIGHWAY CITY: ST LAURENT STATE: A8 ZIP: H4C 1M5 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DDJ CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001010422 IRS NUMBER: 043300754 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 130 TURNER STREET STREET 2: BUILDING 3, SUITE 600 CITY: WALTHAM STATE: MA ZIP: 02453 BUSINESS PHONE: 781-283-8500 MAIL ADDRESS: STREET 1: 130 TURNER STREET STREET 2: BUILDING 3, SUITE 600 CITY: WALTHAM STATE: MA ZIP: 02453 SC 13D/A 1 srt13d4.txt AMENDMENT NO. 4 TO 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 4) SR Telecom Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Shares, No Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 78464P208 - --------------------------------------------------- (CUSIP Number) Wendy Schnipper Clayton, Esq. DDJ Capital Management, LLC 130 Turner Street Building 3, Suite 600 Waltham, MA 02453 781-283-8500 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) September 7, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box [ ]. (Continued on following pages) (Page 1 of 15 Pages) 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DDJ Capital Management, LLC 04-3300754 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* SEE ITEM #5 (a) [ X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts NUMBER OF 7 SOLE VOTING POWER SHARES 251,312,121 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 251,312,121 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 251,312,121 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.72% 14 TYPE OF REPORTING PERSON * IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON B IV Capital Partners, L.P. 71-0882125 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* SEE ITEM #5 (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 162,653,492 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 162,653,492 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 162,653,492 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.54% 14 TYPE OF REPORTING PERSON * PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GP Capital IV, LLC 04-3575350 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* SEE ITEM #5 (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 162,653,492 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 162,653,492 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 162,653,492 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.54% 14 TYPE OF REPORTING PERSON * OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The October Fund, Limited Partnership 04-3504882 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* SEE ITEM #5 (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts NUMBER OF 7 SOLE VOTING POWER SHARES 24,231,257 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 24,231,257 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,231,257 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.21% 14 TYPE OF REPORTING PERSON * PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON October G.P., LLC 04-3504881 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* SEE ITEM #5 (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 24,231,257 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 24,231,257 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,231,257 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.21% 14 TYPE OF REPORTING PERSON * OO *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 4 to Schedule 13D ("Amendment No. 3") should be read in conjunction with the Schedule 13D dated October 3, 2005, the Amendment No. 1 to Schedule 13D dated February 2, 2006, the Amendment No. 2 to Schedule 13D dated December 21, 2006, and the Amendment No. 3 to Schedule 13D dated July 6, 2007 (collectively, the "Schedule 13D") as filed with the Securities and Exchange Commission by DDJ Capital Management, LLC, a Massachusetts limited liability company, and certain affiliates (collectively, the "DDJ Affiliates", as described below). This Amendment No. 4 amends the Schedule 13D only with respect to those items below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto on the Schedule 13D. This Amendment No. 4 and the Schedule 13D have been filed with the Securities and Exchange Commission by the Reporting Persons (as defined below) to report beneficial ownership of common shares, no par value (the "Shares") of SR Telecom Inc. (the "Issuer"). This filing of Amendment No. 4 and the Schedule 13D is not, and should not be deemed to be, an admission that the Schedule 13D or any Amendment thereto is required to be filed. ITEM 2. IDENTITY AND BACKGROUND: Item 2 is deleted in its entirety and amended as set forth below. This statement is being filed jointly by each of the following persons (collectively, the "Reporting Persons"): DDJ Capital Management, LLC, a Massachusetts limited liability company ("DDJ"); B IV Capital Partners, L.P., a Delaware limited partnership ("B IV"); GP Capital IV, LLC, a Delaware limited liability company ("GP IV"); The October Fund, Limited Partnership, a Massachusetts limited partnership ("October Fund"); and October G.P., LLC, a Delaware limited liability company ("October GP"). GP IV is the general partner of, and DDJ is the investment manager for, B IV, an investment fund managed by DDJ. October GP is the general partner of, and DDJ is the investment manager for, October Fund. DDJ is also the investment manager for two separate accounts on behalf of an institutional investor (collectively, the "Accounts"), and an investment adviser to DDJ High Yield Fund (formerly named DDJ Canadian High Yield Fund), a closed-end investment trust established under the laws of the Province of Ontario, Canada ("DDJ Canadian"). B IV, GP IV, October Fund, and October GP, together with the Accounts and DDJ Canadian, shall be referred to herein as the DDJ Affiliates. The Shares described herein are presently held by the DDJ Affiliates, as more fully described herein. The principal office of each of the Reporting Persons is located at 130 Turner Street, Building 3, Suite 600, Waltham, MA 02453. The name, residence, or business address, principal occupation or employment and citizenship of each of the executive officers and directors of the Reporting Persons is set forth on Exhibit A hereto. With respect to this Amendment No. 4, 162,653,492 Shares are owned beneficially by B IV, 24,231,257 Shares are owned beneficially by October Fund, 52,579,276 Shares are owned beneficially by DDJ Canadian, and 11,848,096 Shares are owned beneficially by the Accounts. Within the past five years, none of the Reporting Persons named in this Item 2 or, to the best of their knowledge, the persons listed on Exhibit A has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any civil proceeding and as a result thereof was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violations with respect to such laws. ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: Item 3 is amended by adding the following paragraph. Please reference Annex 1, which sets forth the details of certain dispositions of Shares by the DDJ Affiliates during the past 60 days ITEM 4. PURPOSE OF TRANSACTION: The first sentence of Item 4 is amended and restated as set forth below: As of the date of this filing, the DDJ Affiliates beneficially own in the aggregate 251,312,121 Shares, such amount representing approximately 31.72% of the issued and outstanding Shares of the Company. ITEM 5. INTEREST IN SECURITIES OF ISSUER: According to information contained in the Notice of Annual Meeting Management Proxy Circular as filed by the Company on Form 6- K on August 13, 2007, the number of Shares outstanding was 754,992,769 as of the close of business as of August 1, 2007. Paragraph (a) in Item 5 is deleted in its entirety and amended as set forth below. (a) B IV beneficially owns, and GP IV and DDJ beneficially own, as general partner and investment manager, respectively, of B IV, 162,653,492 Shares, or approximately 21.54% of the outstanding Shares of the Issuer. October Fund beneficially owns 24,231,257 Shares, or approximately 3.21% of the outstanding Shares of the Issuer. DDJ, as investment manager to B IV, October Fund, and the Accounts, and as investment adviser to DDJ Canadian, may be deemed to beneficially own 251,312,121 Shares, or approximately 31.72% of the outstanding Shares of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS: Annex 1 Information With Respect to Transactions of Shares During the Past 60 Days Exhibit A Business Address and Principal Occupation of members of DDJ 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. DDJ CAPITAL MANAGEMENT, LLC By: /s/ David J. Breazzano David J. Breazzano President B IV CAPITAL PARTNERS, L.P. By: GP Capital IV, LLC, its General Partner By: DDJ Capital Management, LLC, Manager By: /s/ David J. Breazzano David J. Breazzano President GP CAPITAL IV, LLC By: DDJ Capital Management, LLC, Manager By: /s/ David J. Breazzano David J. Breazzano President THE OCTOBER FUND, LIMITED PARTNERSHIP By: October G.P., LLC, its General Partner By: DDJ Capital Management, LLC, Manager By: /s/ David J. Breazzano David J. Breazzano President OCTOBER G.P., LLC By: DDJ Capital Management, LLC, Manager By: /s/ David J. Breazzano David J. Breazzano President Annex 1 Information With Respect to Transactions of Shares During the Past 60 Days B IV Capital Partners, L.P. Date Transaction(1) Shares Price/Share ($)(2) 7/31/2007 Sale 15,857 $0.11 8/1/2007 Sale 43,040 $0.09 8/2/2007 Sale 16,181 $0.09 8/3/2007 Sale 21,358 $0.09 8/7/2007 Sale 77,990 $0.08 8/8/2007 Sale 39,221 $0.08 8/9/2007 Sale 22,458 $0.08 8/10/2007 Sale 57,861 $0.07 8/13/2007 Sale 25,630 $0.07 8/14/2007 Sale 66,016 $0.07 8/15/2007 Sale 35,597 $0.07 8/16/2007 Sale 14,886 $0.07 8/20/2007 Sale 63,427 $0.05 8/21/2007 Sale 53,978 $0.05 8/22/2007 Sale 72,488 $0.05 8/23/2007 Sale 174,101 $0.05 8/24/2007 Sale 86,339 $0.05 8/27/2007 Sale 167,370 $0.05 8/28/2007 Sale 97,083 $0.05 8/29/2007 Sale 582,495 $0.05 8/30/2007 Sale 117,470 $0.05 8/31/2007 Sale 95,140 $0.05 9/4/2007 Sale 93,199 $0.05 9/5/2007 Sale 97,083 $0.05 9/6/2007 Sale 296,102 $0.05 9/7/2007 Sale 4,703,326 $0.05 (1) All sales were effected through open market transactions. (2) Non-Inclusive of 1% brokerage commission. The October Fund, Limited Partnership Date Transaction(1) Shares Price/Share ($)(2) 7/31/2007 Sale 2,362 $0.11 8/1/2007 Sale 6,412 $0.09 8/2/2007 Sale 2,410 $0.09 8/3/2007 Sale 3,182 $0.09 8/7/2007 Sale 11,618 $0.08 8/8/2007 Sale 5,843 $0.08 8/9/2007 Sale 3,346 $0.08 8/10/2007 Sale 8,620 $0.07 8/13/2007 Sale 3,818 $0.07 8/14/2007 Sale 9,835 $0.07 8/15/2007 Sale 5,303 $0.07 8/16/2007 Sale 2,218 $0.07 8/20/2007 Sale 9,449 $0.05 8/21/2007 Sale 8,041 $0.05 8/22/2007 Sale 10,799 $0.05 8/23/2007 Sale 25,937 $0.05 8/24/2007 Sale 12,862 $0.05 8/27/2007 Sale 24,934 $0.05 8/28/2007 Sale 14,463 $0.05 8/29/2007 Sale 86,777 $0.05 8/30/2007 Sale 17,500 $0.05 8/31/2007 Sale 14,174 $0.05 9/4/2007 Sale 13,884 $0.05 9/5/2007 Sale 14,463 $0.05 9/6/2007 Sale 44,111 $0.05 9/7/2007 Sale 700,677 $0.05 (1) All sales were effected through open market transactions. (2) Non-Inclusive of 1% brokerage commission. DDJ High Yield Fund Date Transaction(1) Shares Price/Share ($)(2) 7/31/2007 Sale 5,126 $0.11 8/1/2007 Sale 13,913 $0.09 8/2/2007 Sale 5,231 $0.09 8/3/2007 Sale 6,904 $0.09 8/7/2007 Sale 25,211 $0.08 8/8/2007 Sale 12,679 $0.08 8/9/2007 Sale 7,260 $0.08 8/10/2007 Sale 18,704 $0.07 8/13/2007 Sale 8,285 $0.07 8/14/2007 Sale 21,340 $0.07 8/15/2007 Sale 11,507 $0.07 8/16/2007 Sale 4,812 $0.07 8/20/2007 Sale 20,504 $0.05 8/21/2007 Sale 17,449 $0.05 8/22/2007 Sale 23,433 $0.05 8/23/2007 Sale 56,280 $0.05 8/24/2007 Sale 27,910 $0.05 8/27/2007 Sale 54,104 $0.05 8/28/2007 Sale 31,383 $0.05 8/29/2007 Sale 188,297 $0.05 8/30/2007 Sale 37,973 $0.05 8/31/2007 Sale 30,756 $0.05 9/4/2007 Sale 30,128 $0.05 9/5/2007 Sale 31,383 $0.05 9/6/2007 Sale 95,718 $0.05 9/7/07 Sale 1,520,395 $0.05 (1) All sales were effected through open market transactions. (2) Non-Inclusive of 1% brokerage commission. Two Accounts Date Transaction(1) Shares Price/Share ($)(2) 7/31/2007 Sale 1,155 $0.11 8/1/2007 Sale 3,135 $0.09 8/2/2007 Sale 1,178 $0.09 8/3/2007 Sale 1,556 $0.09 8/7/2007 Sale 5,681 $0.08 8/8/2007 Sale 2,857 $0.08 8/9/2007 Sale 1,636 $0.08 8/10/2007 Sale 4,215 $0.07 8/13/2007 Sale 1,867 $0.07 8/14/2007 Sale 4,809 $0.07 8/15/2007 Sale 2,593 $0.07 8/16/2007 Sale 1,084 $0.07 8/20/2007 Sale 4,620 $0.05 8/21/2007 Sale 3,932 $0.05 8/22/2007 Sale 5,280 $0.05 8/23/2007 Sale 12,682 $0.05 8/24/2007 Sale 6,289 $0.05 8/27/2007 Sale 12,192 $0.05 8/28/2007 Sale 7,071 $0.05 8/29/2007 Sale 42,431 $0.05 8/30/2007 Sale 8,557 $0.05 8/31/2007 Sale 6,930 $0.05 9/4/2007 Sale 6,789 $0.05 9/5/2007 Sale 7,071 $0.05 9/6/2007 Sale 21,569 $0.05 9/7/2007 Sale 342,602 $0.05 (1) All sales were effected through open market transactions. (2) Non-Inclusive of 1% brokerage commission. EXHIBIT A =========== The name and present principal occupation or employment of each member of DDJ Capital Management, LLC ("DDJ") is set forth below. DDJ is the investment manager or manager, as applicable, for each of the Reporting Persons. The business address of each person and the address of the corporation or organization in which such employment is conducted is c/o DDJ Capital Management, LLC, 130 Turner Street, Building 3, Suite 600, Waltham, MA 02453. Mr. Breazzano, Mr. Goolgasian, Ms. Mencher, Mr. Craig and Mr. Ranaldi are each U.S. citizens. NAME PRINCIPAL OCCUPATION OR EMPLOYMENT ==================================================== David J. Breazzano President and Member of DDJ. David L. Goolgasian, Jr. Portfolio Manager and Member of DDJ. Judy K. Mencher Member of DDJ. Jackson S. Craig Managing Director and Member of DDJ. Anthony M. Ranaldi Managing Director and Member of DDJ. SCHEDULE 13D CUSIP NO. 78464P208 PAGE 15 OF 15 PAGES -----END PRIVACY-ENHANCED MESSAGE-----