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<SEC-DOCUMENT>0000902664-10-000219.txt : 20100201
<SEC-HEADER>0000902664-10-000219.hdr.sgml : 20100201
<ACCEPTANCE-DATETIME>20100201172417
ACCESSION NUMBER: 0000902664-10-000219
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20100201
DATE AS OF CHANGE: 20100201
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: SMURFIT STONE CONTAINER CORP
CENTRAL INDEX KEY: 0000919226
STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631]
IRS NUMBER: 431531401
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-43979
FILM NUMBER: 10564264
BUSINESS ADDRESS:
STREET 1: 150 NORTH MICHIGAN AVENUE
CITY: CHICAGO
STATE: IL
ZIP: 60601
BUSINESS PHONE: 3123466600
MAIL ADDRESS:
STREET 1: 150 NORTH MICHIGAN AVENUE
CITY: CHICAGO
STATE: IL
ZIP: 60601
FORMER COMPANY:
FORMER CONFORMED NAME: JEFFERSON SMURFIT CORP /DE/
DATE OF NAME CHANGE: 19941205
FORMER COMPANY:
FORMER CONFORMED NAME: SIBV MS HOLDINGS INC
DATE OF NAME CHANGE: 19940222
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: P SCHOENFELD ASSET MANAGEMENT LP/NY
CENTRAL INDEX KEY: 0001040198
IRS NUMBER: 133891126
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 1350 AVENUE OF THE AMERICAS
STREET 2: 21ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 2126499511
MAIL ADDRESS:
STREET 1: 1350 AVENUE OF THE AMERICAS
STREET 2: 21ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
FORMER COMPANY:
FORMER CONFORMED NAME: P SCHOENFELD ASSET MANAGEMENT LLC/NY
DATE OF NAME CHANGE: 19990326
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>p10-0112sc13d.txt
<DESCRIPTION>SMURFIT STONE CONTAINER CORP.
<TEXT>
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
Smurfit Stone Container Corp
------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value per share
------------------------------------------------------
(Title of Class of Securities))
832727101
------------------------------------------------------
(CUSIP NUMBER)
John Robinson
P. Schoenfeld Asset Management LP
1350 Avenue of the Americas, 21st Floor
New York, NY 10019
Phone: (212) 649-9500
Eleazer N. Klein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
(212) 756-2000
------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
January 22, 2010
------------------------------------------------------
(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(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 21 Pages)
- -------------------------------------------------------------------------------
<PAGE>
The information required in the remainder of this cover page shall not be
deemed to be "filed" for 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).
<PAGE>
CUSIP No. 832727101 13D Page 3 of 21 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
Rebound Portfolio Ltd.
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (see instructions)
WC
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
1,684,699 shares of Common Stock
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,684,699 shares of Common Stock
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,684,699 shares of Common Stock
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [X](1)
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.66%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (see instructions)
OO
- -----------------------------------------------------------------------------
(1) This filing does not reflect any shares of Common Stock (as defined herein)
that may be deemed to be beneficially owned by the Reporting Persons (as defined
herein) as a result of membership in a "group" within the meaning of Section
13(d) of the Securities Exchange Act of 1934, as amended, as discussed in Item 4
and the Reporting Persons expressly disclaim such membership.
<PAGE>
CUSIP No. 832727101 13D Page 4 of 21 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
PSAM Texas Master Fund Ltd.
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (see instructions)
WC
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
312,942 shares of Common Stock
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
312,942 shares of Common Stock
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
312,942 shares of Common Stock
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [x](2)
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.12%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (see instructions)
OO
- -------------------------------------------------------------------------------
(2) This filing does not reflect any shares of Common Stock that may be deemed
to be beneficially owned by the Reporting Persons as a result of membership in a
"group" within the meaning of Section 13(d) of the Securities Exchange Act of
1934, as amended, as discussed in Item 4, and the Reporting Persons expressly
disclaim such membership.
<PAGE>
CUSIP No. 832727101 13D Page 5 of 21 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
Spartan Partners L.P.
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (see instructions)
WC
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
442,589 shares of Common Stock
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
442,589 shares of Common Stock
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
442,589 shares of Common Stock
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [X](3)
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.17%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (see instructions)
PN
- -------------------------------------------------------------------------------
(3) This filing does not reflect any shares of Common Stock that may be deemed
to be beneficially owned by the Reporting Persons as a result of membership in a
"group" within the meaning of Section 13(d) of the Securities Exchange Act of
1934, as amended, as discussed in Item 4, and the Reporting Persons expressly
disclaim such membership.
<PAGE>
CUSIP No. 832727101 13D Page 6 of 21 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
Synapse I LLC
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (see instructions)
N/A
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
442,589 shares of Common Stock
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
442,589 shares of Common Stock
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
442,589 shares of Common Stock
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [X](4)
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.17%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (see instructions)
OO
- -------------------------------------------------------------------------------
(4) This filing does not reflect any shares of Common Stock that may be deemed
to be beneficially owned by the Reporting Persons as a result of membership in a
"group" within the meaning of Section 13(d) of the Securities Exchange Act of
1934, as amended, as discussed in Item 4, and the Reporting Persons expressly
disclaim such membership.
<PAGE>
CUSIP No. 832727101 13D Page 7 of 21 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
PSAM WorldArb Master Fund Ltd.
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (see instructions)
WC
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
4,640,735 shares of Common Stock
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
4,640,735 shares of Common Stock
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,640,735 shares of Common Stock
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [X](5)
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.81%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (see instructions)
OO
- -------------------------------------------------------------------------------
(5) This filing does not reflect any shares of Common Stock that may be deemed
to be beneficially owned by the Reporting Persons as a result of membership in a
"group" within the meaning of Section 13(d) of the Securities Exchange Act of
1934, as amended, as discussed in Item 4, and the Reporting Persons expressly
disclaim such membership.
<PAGE>
CUSIP No. 832727101 13D Page 8 of 21 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
P. Schoenfeld Asset Management GP LLC
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (see instructions)
N/A
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
8,995,000 shares of Common Stock
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
8,995,000 shares of Common Stock
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,995,000 shares of Common Stock
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [X](6)
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
3.50%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (see instructions)
OO
- -------------------------------------------------------------------------------
(6) This filing does not reflect any shares of Common Stock that may be deemed
to be beneficially owned by the Reporting Persons as a result of membership in a
"group" within the meaning of Section 13(d) of the Securities Exchange Act of
1934, as amended, as discussed in Item 4, and the Reporting Persons expressly
disclaim such membership.
<PAGE>
CUSIP No. 832727101 13D Page 9 of 21 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
P. Schoenfeld Asset Management LP
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (see instructions)
N/A
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
8,995,000 shares of Common Stock
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
8,995,000 shares of Common Stock
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
8,995,000 shares of Common Stock
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [X](7)
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
3.50%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (see instructions)
IA
- -------------------------------------------------------------------------------
(7) This filing does not reflect any shares of Common Stock that may be deemed
to be beneficially owned by the Reporting Persons as a result of membership in a
"group" within the meaning of Section 13(d) of the Securities Exchange Act of
1934, as amended, as discussed in Item 4, and the Reporting Persons expressly
disclaim such membership.
<PAGE>
CUSIP No. 832727101 13D Page 10 of 21 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
Peter M. Schoenfeld
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (see instructions)
N/A
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
8,995,000 shares of Common Stock
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
8,995,000 shares of Common Stock
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
8,995,000 shares of Common Stock
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [X](8)
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
3.50%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (see instructions)
IN
- ----------------------------------------------------------------------------
(8) This filing does not reflect any shares of Common Stock that may be deemed
to be beneficially owned by the Reporting Persons as a result of membership in a
"group" within the meaning of Section 13(d) of the Securities Exchange Act of
1934, as amended, as discussed in Item 4, and the Reporting Persons expressly
disclaim such membership.
<PAGE>
CUSIP No. 832727101 13D Page 11 of 21 Pages
- -------------------------------------------------------------------------------
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.01 per share (the
"Common Stock"), of Smurfit-Stone Container Corporation, a Delaware corporation
(the "Issuer"). The Issuer's principal executive offices are located at 222
North LaSalle Street, Chicago, Illinois, 60601.
Item 2. Identity and Background.
(a) This statement is filed by the entities and persons listed below, all
of whom together are referred to herein as the "Reporting Persons":
(i) Rebound Portfolio Ltd. ("Rebound") a Cayman Islands exempted
company, with respect to the shares of Common Stock directly
owned by it;
(ii) PSAM Texas Master Fund Ltd. ("Texas") a Cayman Islands
exempted company, with respect to the shares of Common Stock
directly owned by it;
(iii) Spartan Partners LP, a Delaware limited partnership
("Spartan"), with respect to shares of Common Stock directly
owned by it;
(iv) Synapse I, LLC, a New York limited liability company
("Synapse I"), as general partner of Spartan, with respect to
shares of Common Stock directly owned by Spartan;
(v) PSAM WorldArb Master Fund Ltd., a Cayman Islands exempted
company (the "Master Fund"), with respect to shares of Common
Stock directly owned by it;
(vi) P. Schoenfeld Asset Management LP, a Delaware limited
partnership ("PSAM"), which serves as the investment adviser to
Rebound, Spartan, Texas, the Master Fund (collectively, the
"Funds") and certain managed accounts (the "Accounts"), and has
full discretion to make all investment decisions for the Accounts
and the Funds, with respect to the shares of Common Stock
directly owned by each;
(vii) P. Schoenfeld Asset Management GP LLC, a New York limited
liability company ("PSAM GP"), which serves as the general
partner of PSAM; and
(vii) Mr. Peter M. Schoenfeld ("Mr. Schoenfeld"), who serves as
the managing member of Synapse I and PSAM GP.
The foregoing persons are hereinafter sometimes collectively referred to as
the "Reporting Persons."
(b) The principal business address of each of the Reporting Persons except
the Master Fund, Texas and Rebound is 1350 Avenue of the Americas,
<PAGE>
CUSIP No. 832727101 13D Page 12 of 21 Pages
- -------------------------------------------------------------------------------
21st Floor New York, New York 10019. The address of the principal business
office of the Master Fund, Texas and Rebound is c/o Citco Fund Services (Cayman
Islands) Limited, Windward 1, 2nd Floor, Regatta Office Park, West Bay Road, PO
Box 31106, Grand Cayman KY1-1205, Cayman Islands.
(c) The principal business of each of the Master Fund, Spartan, Texas and
Rebound, is that of a private investment fund. The principal business of Synapse
I is to act as the general partner of Spartan and other private investment
funds. The principal business of PSAM is investing for accounts under its
management. The principal business of PSAM GP is serving as the general partner
of PSAM. The principal occupation of Mr. Schoenfeld is serving as managing
member for each of Synapse I and PSAM GP and other similar entities.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been 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
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
(f) Spartan is a Delaware limited partnership. PSAM is a Delaware limited
partnership. Each of the Master Fund, Rebound and Texas is a Cayman Islands
exempted company. Each of PSAM GP and Synapse I is a New York limited liability
company. Mr. Schoenfeld is a citizen of the United States of America.
Item 3. Source and Amount of Funds and Other Consideration.
The 8,995,000 shares of Common Stock beneficially owned in the aggregate by
all of the Reporting Persons were acquired by the Reporting Persons with
investment funds in accounts under management totaling approximately $2.6
million.
Item 4. Purpose of the Transaction.
The Reporting Persons originally acquired shares of Common Stock for
investment in the ordinary course of business because they believed that the
shares, when purchased, represented an attractive investment opportunity.
On January 26, 2009 the Issuer and certain of its subsidiaries filed a
voluntary petition (the "Proceeding") for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the District of
Delaware (the "U.S. Court") before the Honorable Brendan Linehan Shannon. The
United States Trustee in the Proceeding has denied a request by a holder of the
Common Stock and the Issuer's preferred stock to form an official equity
committee to represent the interests of equity holders in the Proceeding on
matters before the U.S. Court. On August 20, 2009, this holder filed a motion
for the appointment of an equity committee, joined in by other holders of the
Issuer's Common Stock. The U.S. Court held an initial hearing on the motion on
September 21, 2009 and then conducted an
<PAGE>
CUSIP No. 832727101 13D Page 13 of 21 Pages
- -------------------------------------------------------------------------------
evidentiary hearing on the matter on December 4, 2009. On December 10, 2009, the
U.S. Court issued a Memorandum Opinion denying the motion.
On December 1, 2009 the Issuer announced that it and each of its
subsidiaries and affiliates acting as debtors in possession under Chapter 11 of
the United States Bankruptcy Code, filed a Joint Plan of Reorganization and Plan
of Compromise and Arrangement (the "Plan") and Disclosure Statement (the
"Disclosure Statement") with the U.S. Court. The Plan provides, among other
things, that (i) all holders of Common Stock will receive no payment in the
Proceedings, (ii) all existing shares of Common Stock will be cancelled and
(iii) all of the new shares of Common Stock issued following confirmation of the
Plan will be issued to certain of the Issuer's creditors, subject to dilution
for shares held for management and employees.
On January 22, 2010 the Reporting Persons engaged legal counsel to submit
an objection to the adequacy of the Issuer's proposed Disclosure Statement to
the U.S. Court. Certain other holders of the Issuer's Common Stock joined in
this engagement solely for the purpose of sharing the expenses of advisors and
to facilitate the objections in the Proceeding (the other holders currently
party to such joint engagement, the "Other Holders").
It is expected that additional advisors will be retained to undertake
certain information and diligence projects, to assist the Reporting Persons and
the Other Holders in prosecuting their rights in the U.S. Court and to conduct
additional analyses of the business, operations, management, strategy,
bankruptcy case and future plans of the Issuer which may include, among other
things, determination of potential strategic alternatives to the pending Plan.
The Reporting Persons have previously approached unaffiliated professionals and
advisors to discuss potential strategic alternatives including alternatives to
the Plan. As of this date, the Reporting Persons have no definitive plans or
proposals with regard to an alternative to the Plan, and the Reporting Persons
intend to continue to pursue their objections to the Issuer's proposed Plan in
the U.S. Court.
As a result of the actions undertaken on behalf of the Reporting Persons
and the Other Holders as stated above, the Reporting Persons may be deemed
members of a "group" within the meaning of Section 13(d) of the Securities
Exchange Act of 1934, as amended, with one or more of the Other Holders. Based
on information and belief, the current Other Holders are entities managed by Fir
Tree, Inc. and Venor Capital Management LP. The Reporting Persons expressly
disclaim membership in a group with the Other Holders or any other person.
If the Reporting Persons were found to be members of a group with the Other
Holders, then, based on information and belief, the aggregate number of shares
of Common Stock beneficially owned by such group would be 22,945,000 or
approximately 8.9% of the Issuer's Common Stock.
Except as set forth herein or as would occur upon completion of any of the
actions discussed herein, none of the Reporting Persons has any plans or
proposals which relate to, or could result in, any of the matters referred to in
paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule
13D. The Reporting Persons may, at any time and from time to time, review or
reconsider their position and/or change their purpose and/or formulate plans or
proposals with respect thereto and may (i) acquire additional shares or
securities of the Issuer, (ii) dispose of any or all of
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CUSIP No. 832727101 13D Page 14 of 21 Pages
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their securities of the Issuer, or (iii) enter into privately negotiated
derivative transactions with institutional counterparties to hedge the market
risk of some or all of their positions in the securities of the Issuer,
depending upon the factors described below and/or other investment
considerations.
In addition, the Reporting Persons intend to review their investment in the
Issuer on a continuing basis and may seek to influence or change the Issuer's
management, directors, operations or business, strategy, bankruptcy case and
future plans of the Issuer, which may include, among other things, discussions
of potential strategic alternatives to the Issuer's proposed Plan, including,
without limitation, through potential discussions with management, directors,
the creditors' committee of the Issuer, the Other Holders, other shareholders,
existing or potential strategic partners or competitors of the Issuer, industry
analysts, investment and financing professionals and/or other third parties.
Such matters and discussions may materially affect, and result in, the Reporting
Persons modifying their investment in the Issuer, exchanging information with
any of such persons pursuant to appropriate confidentiality or similar
agreements or otherwise, working together with any of such persons pursuant to
joint agreements or otherwise, proposing changes in the Issuer's operations,
governance, capitalization or strategic plans, or in proposing or engaging in
one or more other actions set forth under subsections (a) through (j) of Item 4
of Schedule 13D. Factors that may influence the Reporting Persons' actions
include, but are not limited to, their view regarding the Issuer's operations,
business strategy, prospects, financial position and/or strategic direction, the
outcome of the discussions and actions referenced herein, actions taken by the
board of directors, actions taken by the creditors' committee of the Issuer,
developments in the Issuer's bankruptcy case, price levels of the Common Stock
and other securities, availability of funds, subsequent developments affecting
the Issuer, other investment and business opportunities available to the
Reporting Persons, conditions in the securities and debt market, general
economic and industry conditions and other factors that the Reporting Persons
may deem relevant from time to time.
Item 5. Interest in Securities of the Issuer.
A. Rebound
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for Rebound is incorporated herein by
reference. The percentage amount set forth in Row 13 for all
cover pages filed herewith is calculated based on
256,658,958 shares of Common Stock outstanding as set forth
in the Quarterly Report on Form 10-Q for the quarter ended
September 30, 2009 filed by the Issuer on November 9, 2009.
(c) Rebound entered into transactions in the Common Stock within
the last sixty days which are set forth on Schedule A.
(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 of
the Common Stock.
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CUSIP No. 832727101 13D Page 15 of 21 Pages
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(e) Not applicable.
B. Texas
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for Texas is incorporated herein by
reference.
(c) Texas entered into transactions in the Common Stock within
the last sixty days which are set forth on Schedule A.
(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 of
the Common Stock.
(e) Not applicable.
C. Spartan
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for Spartan is incorporated herein by
reference.
(c) Spartan entered into transactions in the Common Stock within
the last sixty days which are set forth on Schedule A.
(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 of
the Common Stock.
(e) Not applicable.
D. Synapse I
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for Synapse I is incorporated herein by
reference.
(c) Synapse I did not directly effect any transactions in the
Common Stock within the last sixty days.
(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 of
the Common Stock.
(e) Not applicable.
E. Master Fund
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CUSIP No. 832727101 13D Page 16 of 21 Pages
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(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for the Master Fund is incorporated herein
by reference.
(c) the Master Fund entered into transactions in the Common
Stock within the last sixty days which are set forth on
Schedule A.
(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 of
the Common Stock.
(e) Not applicable.
F. PSAM GP
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for PSAM GP is incorporated herein by
reference.
(c) PSAM GP did not directly effect any transactions in the
Common Stock within the last sixty days.
(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 of
the Common Stock.
(e) Not applicable.
G. PSAM
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for PSAM is incorporated herein by
reference.
(c) PSAM effected transactions in the Common Stock within the
last sixty days on behalf of the Accounts and Funds which
are set forth on Schedule A.
(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 of
the Common Stock.
(e) Not applicable.
H. Mr. Schoenfeld
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for Mr. Schoenfeld is incorporated herein
by reference.
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CUSIP No. 832727101 13D Page 17 of 21 Pages
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(c) Mr. Schoenfeld did not directly effect any transaction in
the Common Stock within the last sixty days.
(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 of
the Common Stock.
(e) Not applicable.
As indicated in Item 4, the Reporting Persons may be deemed members of a
"group" within the meaning of Section 13(d) of the Securities Exchange Act of
1934, as amended, with the Other Holders. The Reporting Persons expressly
disclaim membership in a group with the Other Holders or any other person. Based
on information and belief, the current Other Holders are entities managed by Fir
Tree, Inc. and Venor Capital Management LP, and the aggregate number of shares
of Common Stock of the Issuer beneficially owned by all of such persons,
including the Reporting Persons, would be 22,945,000 or approximately 8.9% of
the Issuer's Common Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Other than Joint Filing Agreement attached as Exhibit 1 hereto, there are
no contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 hereof and between such persons and any person
with respect to any securities of the Issuer, including but not limited to
transfer or voting of any other securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1:. Joint Filing Agreement as required by Rule 13d-1(k)(1) under
the Act.
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CUSIP No. 832727101 13D Page 18 of 21 Pages
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: February 1, 2010
/s/ Peter M. Schoenfeld
-------------------------------------
Peter M. Schoenfeld, (i) individually; (ii)
as managing member of (a) P. Schoenfeld Asset
Management GP LLC, for itself and as the
general partner of P. Schoenfeld Asset
Management LP; and (b) Synapse I, LLC for
itself and as the general partner of Spartan
Partners, LP; and (iii) as director of PSAM
WorldArb Master Fund Ltd., Rebound Portfolio
Ltd., and PSAM Texas Master Fund Ltd.
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CUSIP No. 832727101 13D Page 19 of 21 Pages
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Schedule A
TRANSACTIONS IN THE COMMON STOCK EFFECTED BY PSAM ON BEHALF OF THE FUNDS AND THE
ACCOUNTS DURING THE PAST 60 DAYS
Unless otherwise indicated, all trades were effected in the open market through
brokers.
------------- ----------------- -----------------
Date of Amount of Shares Price Per Share*
Transaction Purchased (Sold) ($)
-------------- ----------------- -----------------
12/4/2009 1,000,000.00 0.3847
-------------- ---------------- -----------
12/7/2009 (1,000,000.00) 0.3818
-------------- ---------------- -----------
12/10/2009 852,000.00 0.0893
-------------- ---------------- -----------
12/22/2009 227,500.00 0.2033
-------------- ---------------- -----------
12/22/2009 600,000.00 0.2025
-------------- ---------------- -----------
12/23/2009 100,000.00 0.205
-------------- ---------------- -----------
12/23/2009 750,000.00 0.240333
-------------- ---------------- -----------
12/23/2009 150,000.00 0.211
-------------- ---------------- -----------
12/23/2009 389,500.00 0.257026
-------------- ---------------- -----------
12/24/2009 445,000.00 0.281437
-------------- ---------------- -----------
12/29/2009 500,000.00 0.268
-------------- ---------------- -----------
12/31/2009 50,000.00 0.27
-------------- ---------------- -----------
* Excluding commissions.
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CUSIP No. 832727101 13D Page 20 of 21 Pages
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EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13D-1(k)1
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of each of
the undersigned without the necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that he or it knows or has reason to believe that such
information is inaccurate.
Dated: February 1, 2010
/s/ Peter M. Schoenfeld
-------------------------------------
Peter M. Schoenfeld, (i) individually; (ii)
as managing member of (a) P. Schoenfeld Asset
Management GP LLC, for itself and as the
general partner of P. Schoenfeld Asset
Management LP; and (b) Synapse I, LLC for
itself and as the general partner of Spartan
Partners, LP; and (iii) as director of PSAM
WorldArb Master Fund Ltd., Rebound Portfolio
Ltd., and PSAM Texas Master Fund Ltd.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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