-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O0xpS49rr7uaJBtqokXRjxQMpab9aFwQ2zV5Tb17wcTV0W8Eq1eCM4iN9o+TUbua pYkv03p6KIVXqzwgrzyT4g== 0001011438-10-000130.txt : 20100305 0001011438-10-000130.hdr.sgml : 20100305 20100305170737 ACCESSION NUMBER: 0001011438-10-000130 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100305 DATE AS OF CHANGE: 20100305 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACCURIDE CORP CENTRAL INDEX KEY: 0000817979 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 611109077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61953 FILM NUMBER: 10661507 BUSINESS ADDRESS: STREET 1: ACCURIDE STREET 2: 7140 OFFICE CIRCLE CITY: EVANSVILLE STATE: IN ZIP: 47715 BUSINESS PHONE: 8129625000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Senator Investment Group LP CENTRAL INDEX KEY: 0001443689 IRS NUMBER: 262124641 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 376-4305 MAIL ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 form_sc13ga-accuride.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

ACCURIDE CORPORATION

(Name of Issuer)

 

Common Stock, $0.01 per share

(Title of Class of Securities)

 

00439T107

(CUSIP Number)

 

March 3, 2010

(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)
[X]     Rule 13d-1(c)
 [   ]     Rule 13d-1(d)

 

*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).

 

Page 1 of 6 Pages


CUSIP No. 00439T107

SCHEDULE 13G

Page 2 of 6 Pages

 

1

Names of Reporting Persons

 

 

SENATOR INVESTMENT GROUP LP

 

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

 

 

5

Sole Voting Power

Number of

Shares

 

14,254,657*

Beneficially

Owned By

Each

6

Shared Voting Power

0

Reporting

Person

With

7

Sole Dispositive Power

14,254,657*

 

8

Shared Dispositive Power

 

 

0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

14,254,657*

 

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)

 

10.14%**

 

12

Type of Reporting Person (See Instructions)

 

IA 

 

*

This value includes 14,254,657 shares of common stock potentially convertible from $10,690,993 principal amount of 7.5% Senior Convertible Notes and 0 shares of common stock.

 

**

This value is based on 125,000,000 shares of common stock issued under the Third Amended Plan of Reorganization of Accuride Corporation (the “Plan”), plus 1,294,882 shares of common stock issued on the effective date of the Plan, as disclosed in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on March 4, 2010, plus 14,254,657 shares of common stock potentially convertible from $10,690,993 principal amount of 7.5% Senior Convertible Notes.

 


CUSIP No. 00439T107

SCHEDULE 13G

Page 3 of 6 Pages

 

Item 1(a)

Name of Issuer:

 

Accuride Corporation (the “Issuer”).

 

Item 1(b)

Address of the Issuer's Principal Executive Offices:

 

 

7140 OFFICE CIRCLE

 

EVANSVILLE IN 47715

 

Item 2(a)

Name of Person Filing

 

Senator Investment Group LP

Item 2(b)

Address of Principal Business Office or, if None, Residence:

 

The principal office of Senator Investment Group LP is:

 

1330 Avenue of the Americas

26th Floor

New York, NY 10019

 

Item 2(c)

Citizenship:

 

 

Senator Investment Group LP is a Delaware limited partnership.

 

Item 2(d)

Title of Class of Securities:

 

 

Common Stock, $0.01 Par Value

 

Item 2(e)

CUSIP Number:

 

 

00439T107

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

 

Not applicable.

 

 


CUSIP No. 00439T107

SCHEDULE 13G

Page 4 of 6 Pages

 

 

Item 4.           Ownership:

 

(a)

Amount beneficially owned: 14,254,657*

 

(b)

Percent of class: 10.14%**

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote:

 

14,254,657*

(ii) Shared power to vote or to direct the vote:

 

0

(iii) Sole power to dispose or to direct the disposition of:

 

14,254,657*

(iv) Shared power to dispose or to direct the disposition of:

 

0

Senator Investment Group LP, a Delaware limited partnership, serves as investment manager to a Delaware limited partnership, two Cayman Islands limited partnerships, and a Cayman Islands company (collectively, the "Funds"), and as such, has investment discretion with respect to the Funds.

 

*

This value includes 14,254,657 shares of common stock potentially convertible from $10,690,993 principal amount of 7.5% Senior Convertible Notes and 0 shares of common stock.

 

**

This value is based on 125,000,000 shares of common stock issued under the Third Amended Plan of Reorganization of Accuride Corporation (the “Plan”), plus 1,294,882 shares of common stock issued on the effective date of the Plan, as disclosed in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on March 4, 2010, plus 14,254,657 shares of common stock potentially convertible from $10,690,993 principal amount of 7.5% Senior Convertible Notes.

 

 


CUSIP No. 00439T107

SCHEDULE 13G

Page 5 of 6 Pages

 

 

Item 5.                    Ownership of Five Percent or Less of a Class:

 

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

The partners of the Funds have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities reported herein held by the Funds in accordance with their respective ownership interests in the Funds.

Senator Investment Group LP disclaims beneficial ownership of the securities included in this report and this report shall not be deemed an admission that Senator Investment Group LP is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.   

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

 

Not applicable.

Item 8.

Identification and Classification of Members of the Group:

 

Not applicable.

Item 9.

Notice of Dissolution of Group:

 

Not applicable.

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 are 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.

 


CUSIP No. 00439T107

SCHEDULE 13G

Page 6 of 6 Pages

 

 

SIGNATURE

 

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

Dated as of March 5, 2010

SENATOR INVESTMENT GROUP LP

 

 

By:

Edward Larmann

 

Chief Financial Officer

 

 

By:

/s/ Edward Larmann

 

 

 

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