0000930413-13-003022.txt : 20130517 0000930413-13-003022.hdr.sgml : 20130517 20130517144358 ACCESSION NUMBER: 0000930413-13-003022 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130517 DATE AS OF CHANGE: 20130517 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OVERHILL FARMS INC CENTRAL INDEX KEY: 0001101020 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030] IRS NUMBER: 752590292 STATE OF INCORPORATION: NV FISCAL YEAR END: 0927 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78593 FILM NUMBER: 13854613 BUSINESS ADDRESS: STREET 1: 2727 EAST VERNON AVENUE CITY: VERNON STATE: CA ZIP: 90058 MAIL ADDRESS: STREET 1: OVERHILL FARMS STREET 2: P.O. BOX 58806 CITY: VERNON STATE: CA ZIP: 90058 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LORD, ABBETT & CO. LLC CENTRAL INDEX KEY: 0000728100 IRS NUMBER: 135620131 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 90 HUDSON STREET STREET 2: 10TH FLOOR CITY: JERSEY CITY STATE: NJ ZIP: 07302 BUSINESS PHONE: 201-395-2000 MAIL ADDRESS: STREET 1: 90 HUDSON STREET STREET 2: 10TH FLOOR CITY: JERSEY CITY STATE: NJ ZIP: 07302 FORMER COMPANY: FORMER CONFORMED NAME: LORD ABBETT & CO LLC DATE OF NAME CHANGE: 20050608 FORMER COMPANY: FORMER CONFORMED NAME: LORD ABBETT & CO DATE OF NAME CHANGE: 19940808 SC 13D/A 1 c73848_sc13da.htm

     
  UNITED STATES  
  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  
     

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

Overhill Farms, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

690212105

(CUSIP Number)

Lawrence H. Kaplan, 90 Hudson Street, Jersey City, NJ 07302 (201) 827-2269

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

May 16, 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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X].

 

*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 the 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 ("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. 690212105
 
  1.

Names of Reporting Persons:

Lord, Abbett & Co. LLC

 

I.R.S. Identification Nos. of Above Persons (Entities Only):

13-5620131

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)      o
    (b) o
  3.

SEC Use Only

 

  4.

Source of Funds (See Instructions)

OO – Funds of investment advisory clients

  5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]

Not Applicable.

  6.

Citizenship or Place of Organization

Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7.        Sole Voting Power
1,384,661
 
8. Shared Voting Power
0
 
9. Sole Dispositive Power
1,643,575
 
10. Shared Dispositive Power
0
 
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,643,575
 
  12.

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

Not Applicable.

 
  13. Percent of Class Represented by Amount in Row (11)
10.2%
 
  14. Type of Reporting Person (See Instructions)
IA
           

 

2

 
 

 

 

CUSIP No. 690212105
This Amendment No. 2 to Schedule 13D with respect to the shares of common stock of Overhill Farms, Inc. (the “Issuer”) amends and supplements the Schedule 13D filed by Lord, Abbett & Co. LLC (the “Reporting Person”) on May 3, 2013, as previously amended (collectively, the “Schedule 13D”).  Except as set forth herein, the Schedule 13D is unmodified.

 

Item 3.

 

 

 

 

Source and Amount of Funds or Other Consideration:

 

Item 3 of the Schedule 13D is amended and restated as follows:

 

The aggregate purchase price of the 1,643,575 shares of Common Stock of the Issuer beneficially owned by the Reporting Person was $8,401,121. The shares were acquired with available funds of the applicable customer funds and investment accounts for which the Reporting Person acts as investment adviser.

 

Item 5. Interest in Securities of the Issuer
  Item 5 of the Schedule 13D is amended and restated as follows:
  (a) Aggregate Number and Percentage: 1,643,575 and 10.2%
  (b)

Sole Voting Power: 1,384,661

Sole Dispositive Power: 1,643,575

  (c) On May 16, 2013, the Reporting Person sold on the open market 290,100 shares of common stock of the Issuer at a price of $4.95 per share.  The total proceeds from the sale were $1,435,995.
  (d) None
  (e) Not Applicable.

 

 

 

 

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.

 

   
  May 17, 2013
  Date
  /s/ Lawrence H. Kaplan
  Signature
  Lawrence H. Kaplan/Member
  Name/Title

 

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