SC 13G/A 1 d749774_13g-a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Pliant Corporation -------------------------------------------------------------------------------- (Name of Issuer) Series AA Redeemable Preferred Stock, par value $0.01 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 729136507 -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2006 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) ---------- The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 729136507 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bond Street Capital, L.L.C. - IRS EIN 22-3661275 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO, IA ________________________________________________________________________________ CUSIP No. 729136507 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sam S. Kim 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN, HC ________________________________________________________________________________ CUSIP No. 729136507 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) UBS Willow Management, L.L.C.- IRS EIN 13-4101847 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO, IA ________________________________________________________________________________ CUSIP No. 729136507 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) UBS Fund Advisor, L.L.C. - IRS EIN 13-3908974 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO, IA ________________________________________________________________________________ CUSIP No. 729136507 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) UBS Americas Inc. - IRS EIN 06-1595848 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO, HC ________________________________________________________________________________ CUSIP No. 729136507 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) UBS Willow Fund, L.L.C. - IRS EIN 13-4101846 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO, IV ________________________________________________________________________________ CUSIP No. 729136507 --------------------- Bond Street Capital, L.L.C., Sam S. Kim, UBS Willow Management, L.L.C., UBS Fund Advisor, L.L.C., UBS Americas Inc. and UBS Willow Fund, L.L.C. (collectively, the "Reporting Persons") may be deemed to have beneficial ownership of 0 Shares. UBS Willow Management, L.L.C. serves as investment adviser to the UBS Willow Fund, L.L.C. (the "Fund"), record owner of the Shares. UBS Willow Management, L.L.C. is responsible for the investment and reinvestment of the assets of the Fund. UBS Willow Management, L.L.C. is a joint venture between UBS Fund Advisor, L.L.C. and Bond Street Capital, L.L.C. UBS Fund Advisor, L.L.C. is the managing member of UBS Willow Management, L.L.C. Sam S. Kim is the managing member and controlling principal of Bond Street Capital, L.L.C. Bond Street Capital, L.L.C. manages the Fund's investment portfolio on behalf of UBS Willow Management, L.L.C. under oversight of UBS Fund Advisor, L.L.C. UBS Fund Advisor, L.L.C. is a wholly owned direct subsidiary of UBS Americas Inc., which in turn is a wholly owned indirect subsidiary of UBS AG. The Reporting Persons disclaim beneficial ownership except to the extent of their pecuniary interest therein. Item 1(a). Name of Issuer: Pliant Corporation -------------------------------------------------------------------- (b). Address of Issuer's Principal Executive Offices: 1475 Woodfield Road, Suite 700 Schaumburg, Illinois 60173 -------------------------------------------------------------------- Item 2(a). Name of Person Filing: Bond Street Capital, L.L.C. Sam S. Kim UBS Willow Management, L.L.C. UBS Fund Advisor, L.L.C. UBS Americas Inc. UBS Willow Fund, L.L.C. -------------------------------------------------------------------- (b). Address of Principal Business Office, or if None, Residence: The principal office of Bond Street Capital and Sam S. Kim is: 700 Palisade Avenue Englewood Cliffs, New Jersey 07632 The principal office of UBS Willow Management, L.L.C., UBS Fund Advisor, L.L.C., UBS Americas Inc. and UBS Willow Fund, L.L.C. is: 1285 Avenue of the Americas New York, NY 10016 -------------------------------------------------------------------- (c). Citizenship: Bond Street Capital, L.L.C. - New Jersey Sam S. Kim -- USA UBS Willow Management, L.L.C. -- Delaware UBS Fund Advisor, L.L.C. -- Delaware UBS Americas Inc. - Delaware UBS Willow Fund L.L.C. -- Delaware -------------------------------------------------------------------- (d). Title of Class of Securities: Series AA Redeemable Preferred Stock, per value $0.01 per share -------------------------------------------------------------------- (e). CUSIP Number: 729136507 -------------------------------------------------------------------- Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). (d) [X] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [X] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with s.240.13d-1(b)(1)(ii)(F); (g) [X] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Bond Street Capital, L.L.C. -- 0 Sam S. Kim -- 0 UBS Willow Management, L.L.C. -- 0 UBS Fund Advisor, L.L.C. -- 0 UBS Americas Inc. -- 0 UBS Willow Fund L.L.C. -- 0 ---------------------------------------------------------------------- (b) Percent of class: Bond Street Capital, L.L.C. -- 0.0% Sam S. Kim -- 0.0% UBS Fund Advisor, L.L.C. -- 0.0% UBS Willow Management, L.L.C. -- 0.0% UBS Americas Inc. -- 0.0% UBS Willow Fund L.L.C. -- 0.0% ---------------------------------------------------------------------- (c) Number of shares as to which the person has: Bond Street Capital, L.L.C. --------------------------- (i) Sole power to vote or to direct the vote 0 ----------------------, (ii) Shared power to vote or to direct the vote 0 ----------------------, (iii) Sole power to dispose or to direct the 0 disposition of ---------------------, (iv) Shared power to dispose or to direct the 0 disposition of ---------------------. Sam S. Kim ---------- (i) Sole power to vote or to direct the vote 0 ---------------------, (ii) Shared power to vote or to direct the vote 0 ---------------------, (iii) Sole power to dispose or to direct the 0 disposition of ---------------------, (iv) Shared power to dispose or to direct the 0 disposition of ---------------------. UBS Willow Management, L.L.C. ----------------------------- (i) Sole power to vote or to direct the vote 0 ---------------------, (ii) Shared power to vote or to direct the vote 0 ---------------------, (iii) Sole power to dispose or to direct the 0 disposition of ---------------------, (iv) Shared power to dispose or to direct the 0 disposition of ---------------------. UBS Fund Advisor, L.L.C. ------------------------ (i) Sole power to vote or to direct the vote 0 ---------------------, (ii) Shared power to vote or to direct the vote 0 ---------------------, (iii) Sole power to dispose or to direct the 0 disposition of ---------------------, (iv) Shared power to dispose or to direct the 0 disposition of ---------------------. UBS Americas Inc. ----------------- (i) Sole power to vote or to direct the vote 0 ---------------------, (ii) Shared power to vote or to direct the vote 0 ---------------------, (iii) Sole power to dispose or to direct the 0 disposition of ---------------------, (iv) Shared power to dispose or to direct the 0 disposition of ---------------------. UBS Willow Fund, L.L.C. ----------------------- (i) Sole power to vote or to direct the vote 0 ---------------------, (ii) Shared power to vote or to direct the vote 0 ---------------------, (iii) Sole power to dispose or to direct the 0 disposition of ---------------------, (iv) Shared power to dispose or to direct the 0 disposition of ---------------------. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. Although the reporting persons continue to beneficially own 35,212 shares (approximately 10.49%) of the Issuer's Series AA Redeemable Preferred Stock, par value $0.01 per share, these securities are "non-voting" securities and, as such, pursuant to Rule 13d-1(i) they are not subject to reporting under Section 13. Accordingly, the reporting persons' initial filing on February 22, 2007 was made in error. This filing has been made to effectively withdraw the erroneous February 22, 2007 filing and indicate that the reporting persons do not beneficially own any reportable securities of the Issuer at this time. ------------------------------------------------------------------------ Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A ------------------------------------------------------------------------ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. N/A ------------------------------------------------------------------------ Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A ------------------------------------------------------------------------ Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ------------------------------------------------------------------------ Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. June 28, 2007 Bond Street Capital, L.L.C.** By: /s/ Sam S. Kim -------------------- Name: Sam S. Kim Title: Managing Member /s/ Sam S. Kim** ------------------------ Sam S. Kim UBS Willow Management, L.L.C.** By: /s/ Robert Aufenanger --------------------- Name: Robert Aufenanger Title: Authorized Person UBS Fund Advisor, L.L.C.** By: /s/ Robert Aufenanger --------------------- Name: Robert Aufenanger Title: Authorized Person UBS Americas Inc.** By: /s/ Robert Aufenanger --------------------- Name: Robert Aufenanger Title: Authorized Person UBS Willow Fund, L.L.C.** By: /s/ Robert Aufenanger --------------------- Name: Robert Aufenanger Title: Authorized Person ** The Reporting Persons disclaim beneficial ownership except to the extent of their pecuniary interest therein. The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with this statement, provided, however, that a power of attorney, for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A --------- AGREEMENT The undersigned agree that this Schedule 13G dated June 28, 2007 relating to the Series AA Redeemable Preferred Stock, par value $0.01 per share of Pliant Corporation shall be filed on behalf of the undersigned. Bond Street Capital, L.L.C. By: /s/ Sam Kim ----------------- Name: Sam Kim Title: Managing Member /s/ Sam Kim --------------------- Sam Kim UBS Willow Management, L.L.C. By: /s/ Robert Aufenanger --------------------- Name: Robert Aufenanger Title: Authorized Person UBS Fund Advisor, L.L.C. By: /s/ Robert Aufenanger --------------------- Name: Robert Aufenanger Title: Authorized Person UBS Americas Inc. By: /s/ Robert Aufenanger --------------------- Name: Robert Aufenanger Title: Authorized Person UBS Willow Fund, L.L.C. By: /s/ Robert Aufenanger --------------------- Name: Robert Aufenanger Title: Authorized Person SK 03788 0002 749774 v3