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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ACCURIDE CORPORATION
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
00439T107
(CUSIP Number)
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
x |
Rule 13d-1(c) |
o |
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 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).
SEC 1745 (3-06)
CUSIP No. 00439T107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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Type of Reporting Person (See Instructions) | |||
CUSIP No. 00439T107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 00439T107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 00439T107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 00439T107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 00439T107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 00439T107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 00439T107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 00439T107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 00439T107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 00439T107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 00439T107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 00439T107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 00439T107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 00439T107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 00439T107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 00439T107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 00439T107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 00439T107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
Item 1. |
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(a) |
Name of Issuer |
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(b) |
Address of Issuers Principal Executive Offices Evansville, Indiana 47715 |
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Item 2. |
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(a) |
Name of Person Filing |
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(b) |
Address of Principal Business Office or, if none, Residence | |
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(c) |
Citizenship | |
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(d) |
Title of Class of Securities | |
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(e) |
CUSIP Number | |
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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: | ||
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Not applicable. | ||
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Item 4. |
Ownership. | ||
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(a) |
Amount beneficially owned: | |
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Value Master Fund: |
664,100 shares of Common Stock |
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Principal GP: |
2,730,350 shares of Common Stock | |
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The number of shares reported as beneficially owned by SVF Management includes 169,650 shares of the Issuers common stock held by Permal Apollo Value Investment Fund Ltd. (Permal Fund), which entered into an Investment Advisory Agreement with SVF Management in December 2009, whereby SVF Management is given the authority to make investment decisions on behalf of, and vote securities held by, Permal Fund. The shares held by Permal Fund are therefore included in the shares shown as beneficially owned by SVF Management, SVF Management GP, Capital Management, Capital Management GP, Holdings and Holdings GP in this section (a) of Item 4 and sections (b) and (c) of Item 4 below.
Value Master Fund, SVF Master Fund and SOMA Fund each disclaims beneficial ownership of all shares of the Common Stock included in this report other than the shares of Common Stock held of record by such Reporting Person, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. Value Advisors, Value Capital Management, Value Management, Value Management GP, SVF Advisors, SVF Capital Management, SOMA Advisors, SOMA Capital Management, SVF Management, SVF Management GP, Capital Management, Capital Management GP, Principal II, Principal GP, Holdings, Holdings GP, and Messrs. Leon Black, Joshua Harris and Marc Rowan, the managers of Principal GP, and the managers, as well as principal executive officers, of Holdings GP, disclaim beneficial ownership of all shares of the Common Stock included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. | ||
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(b) |
Percent of class: | ||
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Value Master Fund: |
1.4% | |
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Principal GP: |
5.8% | |||
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The percentage amounts are based upon 47,385,314 shares of Common Stock outstanding as of November 7, 2012, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2012. | ||||
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote: 0 for all Reporting Persons. | |||
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(ii) |
Shared power to vote or to direct the vote: | |||
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Value Master Fund: |
664,100 shares of Common Stock | ||
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(iii) |
Sole power to dispose or to direct the disposition of: 0 for all Reporting Persons. | |||
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(iv) |
Shared power to dispose or to direct the disposition of: | |||
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Value Master Fund: |
664,100 shares of Common Stock | ||
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SVF Management: |
2,235,900 shares of Common Stock |
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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 o | ||||
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. | |||
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Not applicable. | |||
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. | |||
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Not applicable. | |||
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Item 8. |
Identification and Classification of Members of the Group. | |||
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Not applicable. | |||
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Item 9. |
Notice of Dissolution of Group. | |||
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Not applicable. | |||
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Item 10. |
Certification. | |||
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 that purpose or effect. |
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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: February 14, 2013 |
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APOLLO VALUE INVESTMENT MASTER FUND, L.P. | |||
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By: |
Apollo Value Advisors, L.P. | ||
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its managing general partner | ||
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By: |
Apollo Value Capital Management, LLC | |
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its general partner | ||
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By: |
/s/ Cindy Michel | |
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Cindy Michel | ||
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Vice President | ||
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APOLLO VALUE ADVISORS, L.P. | |||
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By: |
Apollo Value Capital Management, LLC | ||
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its general partner | ||
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By: |
/s/ Cindy Michel | |
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Cindy Michel | ||
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Vice President | ||
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APOLLO VALUE CAPITAL MANAGEMENT, LLC | |||
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By: |
/s/ Cindy Michel | ||
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Cindy Michel | ||
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Vice President | ||
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APOLLO VALUE MANAGEMENT, L.P. | |||
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By: |
Apollo Value Management GP, LLC | ||
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its general partner | ||
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By: |
/s/ Cindy Michel | |
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Cindy Michel | ||
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Vice President |
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APOLLO VALUE MANAGEMENT GP, LLC | ||||
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By: |
/s/ Cindy Michel | |||
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Cindy Michel | |||
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Vice President | |||
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APOLLO STRATEGIC VALUE MASTER FUND, L.P. | ||||
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By: |
Apollo SVF Advisors, L.P. | |||
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its managing general partner | |||
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By: |
Apollo SVF Capital Management, LLC | ||
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its general partner | |||
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By: |
/s/ Cindy Michel | ||
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Cindy Michel | |||
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Vice President | |||
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APOLLO SVF ADVISORS, L.P. | ||||
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By: |
Apollo SVF Capital Management, LLC | |||
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its general manager | |||
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By: |
/s/ Cindy Michel | ||
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Cindy Michel | |||
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Vice President | |||
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APOLLO SVF CAPITAL MANAGEMENT, LLC | ||||
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By: |
/s/ Cindy Michel | |||
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Cindy Michel | |||
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Vice President | |||
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APOLLO SPECIAL OPPORTUNITIES | ||||
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MANAGED ACCOUNT, L.P. | ||||
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By: |
Apollo SOMA Advisors, L.P. | |||
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its general partner | |||
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By: |
Apollo SOMA Capital Management, LLC | ||
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its general partner | |||
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By: |
/s/ Cindy Michel | ||
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Cindy Michel | |||
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Vice President | |||
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APOLLO SOMA ADVISORS, L.P. | ||
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By: |
Apollo SOMA Capital Management, LLC | |
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its general partner | |
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By: |
/s/ Cindy Michel |
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Cindy Michel |
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Vice President |
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APOLLO SOMA CAPITAL MANAGEMENT, LLC | ||
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By: |
/s/ Cindy Michel | |
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Cindy Michel | |
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Vice President | |
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APOLLO SVF MANAGEMENT, L.P. | ||
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By: |
Apollo SVF Management GP, LLC | |
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its general partner | |
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By: |
/s/ Cindy Michel |
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Cindy Michel | |
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Vice President | |
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APOLLO SVF MANAGEMENT GP, LLC | ||
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By: |
/s/ Cindy Michel | |
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Cindy Michel | |
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Vice President | |
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APOLLO CAPITAL MANAGEMENT, L.P. | ||
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By: |
Apollo Capital Management GP, LLC | |
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its general partner | |
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By: |
/s/ Cindy Michel |
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Cindy Michel | |
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Vice President | |
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APOLLO CAPITAL MANAGEMENT GP, LLC | ||
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By: |
/s/ Cindy Michel | |
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Cindy Michel | |
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Vice President |
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APOLLO PRINCIPAL HOLDINGS II, L.P. | ||
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By: |
Apollo Principal Holdings II GP, LLC | |
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its general partner | |
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By: |
/s/ Cindy Michel |
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Cindy Michel | |
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Vice President | |
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APOLLO PRINCIPAL HOLDINGS II GP, LLC | ||
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By: |
/s/ Cindy Michel | |
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Cindy Michel | |
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Vice President | |
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APOLLO MANAGEMENT HOLDINGS, L.P. | ||
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By: |
Apollo Management Holdings GP, LLC | |
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its general partner | |
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By: |
/s/ Cindy Michel |
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Cindy Michel | |
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Vice President | |
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APOLLO MANAGEMENT HOLDINGS GP, LLC | ||
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By: |
/s/ Cindy Michel | |
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Cindy Michel | |
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Vice President |