0000904454-15-000313.txt : 20150513 0000904454-15-000313.hdr.sgml : 20150513 20150513132619 ACCESSION NUMBER: 0000904454-15-000313 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150512 FILED AS OF DATE: 20150513 DATE AS OF CHANGE: 20150513 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Norcraft Companies, Inc. CENTRAL INDEX KEY: 0001582616 STANDARD INDUSTRIAL CLASSIFICATION: MILLWOOD, VENEER, PLYWOOD & STRUCTURAL WOOD MEMBERS [2430] IRS NUMBER: 371738347 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3020 DENMARK AVENUE, SUITE 100 CITY: EAGAN STATE: MN ZIP: 55121 BUSINESS PHONE: 800-297-0661 MAIL ADDRESS: STREET 1: 3020 DENMARK AVENUE, SUITE 100 CITY: EAGAN STATE: MN ZIP: 55121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bloom Jay R CENTRAL INDEX KEY: 0001322747 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36173 FILM NUMBER: 15857521 MAIL ADDRESS: STREET 1: C/O TRIMARAN CAPITAL PARTNERS STREET 2: 622 THIRD AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CIBC Employee Private Equity Fund (Trimaran) Partners CENTRAL INDEX KEY: 0001322392 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36173 FILM NUMBER: 15857523 BUSINESS ADDRESS: STREET 1: C/O TRIMARAN CAPITAL PARTNERS STREET 2: 622 THIRD AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-885-4735 MAIL ADDRESS: STREET 1: C/O TRIMARAN CAPITAL PARTNERS STREET 2: 622 THIRD AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Trimaran Fund II, L.L.C. CENTRAL INDEX KEY: 0001322396 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36173 FILM NUMBER: 15857526 BUSINESS ADDRESS: STREET 1: C/O TRIMARAN CAPITAL PARTNERS STREET 2: 622 THIRD AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-885-4735 MAIL ADDRESS: STREET 1: C/O TRIMARAN CAPITAL PARTNERS STREET 2: 622 THIRD AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Trimaran Investments II, L.L.C. CENTRAL INDEX KEY: 0001322393 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36173 FILM NUMBER: 15857528 BUSINESS ADDRESS: STREET 1: C/O TRIMARAN CAPITAL PARTNERS STREET 2: 622 THIRD AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-885-4735 MAIL ADDRESS: STREET 1: C/O TRIMARAN CAPITAL PARTNERS STREET 2: 622 THIRD AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BTO Trimaran, L.P. CENTRAL INDEX KEY: 0001641986 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36173 FILM NUMBER: 15857522 BUSINESS ADDRESS: STREET 1: C/O INTERTRUST CORPORATE SERVICES DE LTD STREET 2: 200 BELLEVUE PARKWAY SUITE 210 CITY: WILMINGTON STATE: DE ZIP: 19809 BUSINESS PHONE: 302-798-5860 MAIL ADDRESS: STREET 1: C/O INTERTRUST CORPORATE SERVICES DE LTD STREET 2: 200 BELLEVUE PARKWAY SUITE 210 CITY: WILMINGTON STATE: DE ZIP: 19809 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Trimaran Capital, L.L.C. CENTRAL INDEX KEY: 0001322395 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36173 FILM NUMBER: 15857525 BUSINESS ADDRESS: STREET 1: C/O TRIMARAN CAPITAL PARTNERS STREET 2: 622 THIRD AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-885-4735 MAIL ADDRESS: STREET 1: C/O TRIMARAN CAPITAL PARTNERS STREET 2: 622 THIRD AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kehler Dean C CENTRAL INDEX KEY: 0001322745 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36173 FILM NUMBER: 15857520 MAIL ADDRESS: STREET 1: C/O TRIMARAN CAPITAL PARTNERS STREET 2: 622 THIRD AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Trimaran Parallel Fund II, L.P. CENTRAL INDEX KEY: 0001322391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36173 FILM NUMBER: 15857524 BUSINESS ADDRESS: STREET 1: C/O TRIMARAN CAPITAL PARTNERS STREET 2: 622 THIRD AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-885-4735 MAIL ADDRESS: STREET 1: C/O TRIMARAN CAPITAL PARTNERS STREET 2: 622 THIRD AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: Trimaran Parallel II, L.P. DATE OF NAME CHANGE: 20050331 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Trimaran Fund Management, L.L.C. CENTRAL INDEX KEY: 0001322749 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36173 FILM NUMBER: 15857527 BUSINESS ADDRESS: STREET 1: C/O TRIMARAN CAPITAL PARTNERS STREET 2: 622 THIRD AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-885-4735 MAIL ADDRESS: STREET 1: C/O TRIMARAN CAPITAL PARTNERS STREET 2: 622 THIRD AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2015-05-12 1 0001582616 Norcraft Companies, Inc. NCFT 0001322393 Trimaran Investments II, L.L.C. C/O TRIMARAN CAPITAL PARTNERS 1325 AVENUE OF THE AMERICAS, 25TH FLOOR NEW YORK NY 10019 0 0 1 0 0001322749 Trimaran Fund Management, L.L.C. C/O TRIMARAN CAPITAL PARTNERS 1325 AVENUE OF THE AMERICAS, 25TH FLOOR NEW YORK NY 10019 0 0 1 0 0001322396 Trimaran Fund II, L.L.C. C/O TRIMARAN CAPITAL PARTNERS 1325 AVENUE OF THE AMERICAS, 25TH FLOOR NEW YORK NY 10019 0 0 1 0 0001322395 Trimaran Capital, L.L.C. C/O TRIMARAN CAPITAL PARTNERS 1325 AVENUE OF THE AMERICAS, 25TH FLOOR NEW YORK NY 10019 0 0 1 0 0001322391 Trimaran Parallel Fund II, L.P. C/O TRIMARAN CAPITAL PARTNERS 1325 AVENUE OF THE AMERICAS, 25TH FLOOR NEW YORK NY 10019 0 0 1 0 0001322392 CIBC Employee Private Equity Fund (Trimaran) Partners C/O TRIMARAN CAPITAL PARTNERS 1325 AVENUE OF THE AMERICAS, 25TH FLOOR NEW YORK NY 10019 0 0 1 0 0001641986 BTO Trimaran, L.P. C/O TRIMARAN CAPITAL PARTNERS 1325 AVENUE OF THE AMERICAS, 25TH FLOOR NEW YORK NY 10019 0 0 1 0 0001322747 Bloom Jay R C/O TRIMARAN CAPITAL PARTNERS 1325 AVENUE OF THE AMERICAS, 25TH FLOOR NEW YORK NY 10019 0 0 1 0 0001322745 Kehler Dean C C/O TRIMARAN CAPITAL PARTNERS 1325 AVENUE OF THE AMERICAS, 25TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 2015-05-12 4 U 0 3318313 25.50 D 0 I See footnote 1,165,495 shares held by Trimaran Fund II, L.L.C., 490,705 shares held by Trimaran Parallel Fund II, L.P., 75,253 shares held by Trimaran Capital, L.L.C., 758,911 shares held by CIBC Employee Private Equity Fund (Trimaran) Partners and 827,949 shares held by BTO Trimaran, L.P. (The shares held by BTO Trimaran, L.P. were transferred to BTO Trimaran, L.P. from CIBC Capital Corp.) Trimaran Investments II, L.L.C. ("Trimaran II") has sole power to dispose of the shares of Common Stock held by Trimaran Fund II, L.L.C. ("Trimaran Fund"), Trimaran Capital, L.L.C. ("Trimaran Capital"), Trimaran Parallel Fund II, L.P. ("Trimaran Parallel"), CIBC Employee Private Equity Fund (Trimaran) Partners ("CIBC EPEF") and BTO Trimaran, L.P. ("BTO Trimaran," and together with Trimaran Fund, Trimaran Capital, Trimaran Parallel and CIBC EPEF, the "Trimaran Entities"). Trimaran Fund Management, L.L.C. ("TFM") has sole power to vote the shares of Common Stock held by the Trimaran Entities. Jay R. Bloom and Dean C. Kehler are the managing members of each of Trimaran II and TFM. By virtue of these relationships, Trimaran II, TFM and Messrs. Bloom and Kehler may be deemed to share voting and dispositive power with respect to all of the shares of Common Stock held by the Trimaran Entities. (Footnote 2 continued below.) (Footnote 2 continued) Each of Trimaran II, TFM and Messrs. Bloom and Kehler disclaims beneficial ownership of the shares of Common Stock held by the Trimaran Entities except to the extent of its or his pecuniary interest therein. /s/ Eric Tanquist, Attorney-in-Fact for Trimaran Investments II, L.L.C. 2015-05-12 /s/ Eric Tanquist, Attorney-in-Fact for Trimaran Fund Management, L.L.C. 2015-05-12 /s/ Eric Tanquist, Attorney-in-Fact for Trimaran Fund II, L.L.C. 2015-05-12 /s/ Eric Tanquist, Attorney-in-Fact for Trimaran Capital, L.L.C. 2015-05-12 /s/ Eric Tanquist, Attorney-in-Fact for Trimaran Parallel Fund II, L.P. 2015-05-12 /s/ Eric Tanquist, Attorney-in-Fact for CIBC Employee Private Equity Fund (Trimaran) Partners 2015-05-12 /s/ Leigh Ginter, Attorney-in-Fact for BTO Trimaran, L.P. 2015-05-12 /s/ Eric Tanquist, Attorney-in-Fact for Dean C. Kehler 2015-05-12 /s/ Eric Tanquist, Attorney-in-Fact for Jay R. Bloom 2015-05-12 EX-24 2 trimaraninvest051215poa.htm POWER OF ATTORNEY FROM CHRISTOPHER J. JAMES RE TRIMARAN INVESTMENTS II, L.L.C. Unassociated Document
 
 

POWER OF ATTORNEY

Know all by these present, that the undersigned hereby constitutes and appoints each of Mark Buller and Leigh Ginter, signing singly, as the undersigned’s true and lawful attorney-in-fact to:

(1)
prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;
   
(2)
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director or shareholder of Norcraft Companies, Inc.  (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), and the rules thereunder;
   
(3)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
   
(4)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all the acts such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of May 8, 2015.

 
BTO TRIMARAN, L.P.
 
 
By:
/s/ Christopher J. James
   
Name:  Christopher J. James, Authorized Signatory