0001193125-13-264400.txt : 20130619 0001193125-13-264400.hdr.sgml : 20130619 20130619171552 ACCESSION NUMBER: 0001193125-13-264400 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130619 DATE AS OF CHANGE: 20130619 GROUP MEMBERS: DANIEL GILBERT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Greektown Superholdings, Inc. CENTRAL INDEX KEY: 0001487685 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85556 FILM NUMBER: 13922692 BUSINESS ADDRESS: STREET 1: 555 EAST LAFAYETTE CITY: DETROIT STATE: MI ZIP: 48226 BUSINESS PHONE: 3132232999 MAIL ADDRESS: STREET 1: 555 EAST LAFAYETTE CITY: DETROIT STATE: MI ZIP: 48226 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Athens Acquisition LLC CENTRAL INDEX KEY: 0001569010 IRS NUMBER: 461560955 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1086 WOODWARD AVENUE CITY: DETROIT STATE: MI ZIP: 48226 BUSINESS PHONE: 3133737557 MAIL ADDRESS: STREET 1: 1086 WOODWARD AVENUE CITY: DETROIT STATE: MI ZIP: 48226 SC 13D/A 1 d556489dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

Greektown Superholdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

392485108

(CUSIP Number)

Athens Acquisition LLC

Attention: Matthew Cullen

1086 Woodward Avenue

Detroit, Michigan 48226

(313) 373-3700

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

June 17, 2013

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-l(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 §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“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. 392485108  

 

  1.   

Names of Reporting Persons.

 

Athens Acquisition LLC

46-1560955

  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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

    ¨

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

3,009,569

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

3,009,569

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,009,569

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

    x

13.  

Percent of Class Represented by Amount in Row (11)

 

97.9% (1)

14.  

Type of Reporting Person (See Instructions)

 

OO

 

(1) Based upon 168,770 shares of Common Stock of the Issuer outstanding, as reported to the Reporting Persons by the Issuer, and assumes conversion of 1,666,046 shares of Series A-1 Preferred Stock (including warrants exercisable into 202,511 shares of Series A-1 Preferred Stock) and 622,842 shares of Series A-2 Preferred Stock (including warrants exercisable into 460,587 shares of Series A-2 Preferred Stock).

CUSIP No. 392485108  

 

  1.   

Names of Reporting Persons.

 

Daniel Gilbert

  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)

 

PF

  5.  

Check 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

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

3,009,569

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

3,009,569

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,009,569

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

    x

13.  

Percent of Class Represented by Amount in Row (11)

 

97.9% (1)

14.  

Type of Reporting Person (See Instructions)

 

IN

 

(1) Based upon 168,770 shares of Common Stock of the Issuer outstanding, as reported to the Reporting Persons by the Issuer, and assumes conversion of 1,666,046 shares of Series A-1 Preferred Stock (including warrants exercisable into 202,511 shares of Series A-1 Preferred Stock) and 622,842 shares of Series A-2 Preferred Stock (including warrants exercisable into 460,587 shares of Series A-2 Preferred Stock).

EXPLANATORY NOTE

This Amendment No. 3 amends and supplements the Statement of Beneficial Ownership on Schedule 13D previously filed jointly by Athens Acquisition LLC, a Delaware limited liability company (“Athens Acquisition”), and Daniel Gilbert with the Securities and Exchange Commission on April 19, 2013 (the “Original Schedule 13D”) as amended by Amendment No. 1, filed on April 30, 2013, Amendment No. 2, filed on May 20, 2013 (with the Original Schedule 13D, the “Schedule 13D”).

Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to add the following information.

In transactions closing on June 17, 18 and 19, 2013, Athens Acquisition acquired the Brigade Shares and the Standard General Shares.

Following the June 17, 18 and 19, 2013 closings, Athens Acquisition owned the following securities of the Issuer: 1,463,535 shares of Series A-1 Preferred Stock; 104,501 shares of Series A-1 Common Stock; 162,255 shares of Series A-2 Preferred Stock; warrants exercisable for 202,511 shares of Series A-1 Preferred Stock; and warrants exercisable into 460,587 shares of Series A-2 Preferred Stock. The foregoing securities represent 97.2% of the voting power of all Issuer securities.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended to add the following information:

The information set forth in Item 4 above is incorporated herein by reference.

Except as otherwise described herein and in the Schedule 13D, no Reporting Person has any contract, arrangement, understanding or relationship with any person with respect to the shares of Common Stock or any other securities of the Issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: June 19, 2013

     ATHENS ACQUISITION LLC
    By:  

/s/ Daniel Gilbert

    Name:   Daniel Gilbert
    Title:   Chief Executive Officer
   

/s/ Daniel Gilbert

    DANIEL GILBERT