-----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, Htb5uPs1i9mWnYD7F83WNAT8IqJKOUYWTCuaeS049KULojahFUOzOsPM9OcuEj8v BRUVjzVEv3DRpBSuRVRDxA== 0001181431-10-013126.txt : 20100302 0001181431-10-013126.hdr.sgml : 20100302 20100302174503 ACCESSION NUMBER: 0001181431-10-013126 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090928 FILED AS OF DATE: 20100302 DATE AS OF CHANGE: 20100302 ISSUER: 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 BUSINESS ADDRESS: STREET 1: ACCURIDE STREET 2: 7140 OFFICE CIRCLE CITY: EVANSVILLE STATE: IN ZIP: 47715 BUSINESS PHONE: 8129625000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sun Capital Securities Advisors, LP CENTRAL INDEX KEY: 0001358621 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32483 FILM NUMBER: 10650524 BUSINESS ADDRESS: STREET 1: 5200 TOWN CENTER CIRCLE STREET 2: SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: (561) 394-0550 MAIL ADDRESS: STREET 1: 5200 TOWN CENTER CIRCLE STREET 2: SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33486 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sun Capital Securities, LLC CENTRAL INDEX KEY: 0001358622 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32483 FILM NUMBER: 10650520 BUSINESS ADDRESS: STREET 1: 5200 TOWN CENTER CIRCLE STREET 2: SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: (561) 394-0550 MAIL ADDRESS: STREET 1: 5200 TOWN CENTER CIRCLE STREET 2: SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33486 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCSF Equities, LLC CENTRAL INDEX KEY: 0001358623 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32483 FILM NUMBER: 10650522 BUSINESS ADDRESS: STREET 1: 5200 TOWN CENTER CIRCLE STREET 2: SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: (561) 394-0550 MAIL ADDRESS: STREET 1: 5200 TOWN CENTER CIRCLE STREET 2: SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33486 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sun Accuride Debt Investments, LLC CENTRAL INDEX KEY: 0001455641 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32483 FILM NUMBER: 10650526 BUSINESS ADDRESS: STREET 1: C/O SCSF EQUITIES, LLC STREET 2: 5200 TOWN CENTER CIRCLE, SUITE 600 CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: 561 394-0550 MAIL ADDRESS: STREET 1: C/O SCSF EQUITIES, LLC STREET 2: 5200 TOWN CENTER CIRCLE, SUITE 600 CITY: BOCA RATON STATE: FL ZIP: 33486 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCSF Debt Investments, LLC CENTRAL INDEX KEY: 0001456476 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32483 FILM NUMBER: 10650523 BUSINESS ADDRESS: STREET 1: C/O SCSF EQUITIES, LLC STREET 2: 5200 TOWN CENTER CIRCLE, SUITE 600 CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: 561 394-0550 MAIL ADDRESS: STREET 1: C/O SCSF EQUITIES, LLC STREET 2: 5200 TOWN CENTER CIRCLE, SUITE 600 CITY: BOCA RATON STATE: FL ZIP: 33486 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCSF III Debt Investments, LP CENTRAL INDEX KEY: 0001456477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32483 FILM NUMBER: 10650519 BUSINESS ADDRESS: STREET 1: C/O SCSF EQUITIES, LLC STREET 2: 5200 TOWN CENTER CIRCLE, SUITE 600 CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: 561 394-0550 MAIL ADDRESS: STREET 1: C/O SCSF EQUITIES, LLC STREET 2: 5200 TOWN CENTER CIRCLE, SUITE 600 CITY: BOCA RATON STATE: FL ZIP: 33486 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sun Capital Securities III, LLC CENTRAL INDEX KEY: 0001456478 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32483 FILM NUMBER: 10650521 BUSINESS ADDRESS: STREET 1: C/O SCSF EQUITIES, LLC STREET 2: 5200 TOWN CENTER CIRCLE, SUITE 600 CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: 561 394-0550 MAIL ADDRESS: STREET 1: C/O SCSF EQUITIES, LLC STREET 2: 5200 TOWN CENTER CIRCLE, SUITE 600 CITY: BOCA RATON STATE: FL ZIP: 33486 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sun Capital Advisors V, L.P. CENTRAL INDEX KEY: 0001456479 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32483 FILM NUMBER: 10650525 BUSINESS ADDRESS: STREET 1: C/O SCSF EQUITIES, LLC STREET 2: 5200 TOWN CENTER CIRCLE, SUITE 600 CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: 561 394-0550 MAIL ADDRESS: STREET 1: C/O SCSF EQUITIES, LLC STREET 2: 5200 TOWN CENTER CIRCLE, SUITE 600 CITY: BOCA RATON STATE: FL ZIP: 33486 4 1 rrd268242.xml FORM 4 X0303 4 2009-09-28 1 0000817979 ACCURIDE CORP AURDQ.OB 0001455641 Sun Accuride Debt Investments, LLC 5200 TOWN CENTER CIRCLE SUITE 600 BOCA RATON FL 33486 0 0 1 0 0001456479 Sun Capital Advisors V, L.P. 5200 TOWN CENTER CIRCLE SUITE 600 BOCA RATON FL 33486 0 0 1 0 0001358621 Sun Capital Securities Advisors, LP 5200 TOWN CENTER CIRCLE SUITE 600 BOCA RATON FL 33486 0 0 1 0 0001456476 SCSF Debt Investments, LLC 5200 TOWN CENTER CIRCLE SUITE 600 BOCA RATON FL 33486 0 0 1 0 0001358623 SCSF Equities, LLC 5200 TOWN CENTER CIRCLE SUITE 600 BOCA RATON FL 33486 0 0 1 0 0001456478 Sun Capital Securities III, LLC 5200 TOWN CENTER CIRCLE SUITE 600 BOCA RATON FL 33486 0 0 1 0 0001358622 Sun Capital Securities, LLC 5200 TOWN CENTER CIRCLE SUITE 600 BOCA RATON FL 33486 0 0 1 0 0001456477 SCSF III Debt Investments, LP 5200 TOWN CENTER CIRCLE SUITE 600 BOCA RATON FL 33486 0 0 1 0 Common Stock 2009-09-28 4 C 0 11386345 0.01 A 14885447 I See Footnotes Common Stock 2010-02-26 4 C 0 321229 0.01 A 15206676 I See Footnotes Common Stock 2010-02-26 4 J 0 15206676 D 0 I See Footnotes Common Stock 2010-02-26 4 J 0 630317 A 630317 I See Footnotes Series A Nonconvertible Preferred Stock 2010-02-26 4 J 0 1 100 D 0 I See Footnotes Warrant (right to buy) 0.01 2009-09-28 4 C 0 11386345 0.01 D 2009-02-04 2019-02-04 Common Stock 11386345 318945 I See Footnotes Warrant (right to buy) 0.01 2010-02-26 4 C 0 321229 0.01 D 2009-02-04 2019-02-04 Common Stock 321229 0 I See Footnotes Warrant (right to buy) 2.10 2010-02-26 4 J 0 3475790 A 2010-03-01 2012-02-26 Common Stock 3475790 3475790 I See Footnotes Represents shares of Common Stock of Accuride Corporation ("Accuride") issued prior to the consummation of the Third Amended Joint Plan of Reorganization for Accuride, dated December 18, 2009 (the "Plan"). Represents shares acquired by Sun Accuride Debt Investments, LLC ("SADI") upon partial exercise of Common Stock Purchase Warrant exercisable for 25% of the fully diluted Common Stock of Accuride as calculated under the terms of the Common Stock Purchase Warrant (the "Old Warrant"). Upon exercise, SADI acquired 24.5% of the fully diluted Common Stock of Accuride pursuant to the terms of the Old Warrant. As of the date of exercise, there were 36,120,550 shares Common Stock outstanding on a fully diluted basis resulting in the acquisition of 11,386,345.563 shares of Common Stock, net of 334,893 shares of Common Stock required for cashless exercise of the Old Warrant pursuant to its terms. Fractional shares were not awarded and Accuride provided cash payment for the .563 shares pursuant to the terms of the Old Warrant. (Continued in Footnote 3) As of September 28, 2009 the Old Warrant remained exercisable for 0.05% of the fully diluted Common Stock of Accuride (318,945 shares of Common Stock of Accuride as of September 28, 2009). Represents 3,499,102 shares of Common Stock directly held by SCSF Equities, LLC ("SCSF Equities") and 11,386,345 shares of Common Stock directly held by SADI. Together, Sun Capital Partners V, L.P. ("SCP V"), SCSF Debt Investments, LLC ("SCSF Debt"), and SCSF III Debt Investments, LP ("SCSF III") own all of the membership interests in SADI. Together, Sun Capital Securities Offshore Fund Ltd. and Sun Capital Securities Fund, LP own all of the membership interests in SCSF Equities. Marc J. Leder ("Leder") and Rodger R. Krouse ("Krouse") each own fifty percent (50%) of Sun Capital Partners V, Ltd., which is the general partner of Sun Capital Advisors V, L.P., which is the general partner of SCP V. Leder and Krouse each own fifty percent (50%) of Sun Capital Securities, LLC, which is the general partner of Sun Capital Securities Advisors, LP, which is the general partner of Sun Capital Securities Fund, LP, which is a member of SCSF Debt and SCSF Equities. (Continued in Footnote 6) Leder and Krouse are also the only two directors of Sun Capital Securities Offshore Fund, Ltd., which is a member of SCSF Debt and SCSF Equities. Leder and Krouse each own fifty percent (50%) of Sun Capital Securities III, LLC, which is the general partner of SCSF III. As a result, SCP V, SCSF Debt, SCSF III, Leder, Krouse, Sun Capital Partners V, Ltd., Sun Capital Advisors V, L.P., Sun Capital Securities, LLC, Sun Capital Securities Advisors, LP, Sun Capital Securities Fund, LP, Sun Capital Securities Offshore Fund, Ltd., and Sun Capital Securities III, LLC (collectively, the "Indirect Sun Owners") and SCSF Equities may be deemed to have indirect beneficial ownership of the securities owned directly by SADI. Similarly, the Indirect Sun Owners and SADI may be deemed to have indirect beneficial ownership of the securities owned by SCSF Equities. (Continued in Footnote 7) Each Indirect Sun Owner, and SCSF Equities, with respect to the securities beneficially owned by SADI, and SADI with respect to the securities beneficially owned by SCSF Equities, expressly disclaims beneficial ownership of any securities in which they do not have a pecuniary interest. Represents shares acquired by SADI upon exercise of the remainder of the Old Warrant. Upon exercise, SADI acquired 0.5% of the fully diluted Common Stock of Accuride pursuant to the terms of the Old Warrant. As of the date of exercise, there were 47,573,977 shares Common Stock outstanding on a fully diluted basis resulting in the acquisition of 321,229 shares of Common Stock, net of 20,077 shares of Common Stock required for cashless exercise pursuant to the terms of the Old Warrant. Represents 3,499,102 shares of Common Stock directly held by SCSF Equities and 11,707,574 shares of Common Stock directly held by SADI. Pursuant to the terms of the Plan, each share of (old) Accuride Common Stock was cancelled and converted into the right to receive (i) 0.04145 shares of (new) Accuride Common Stock and (ii) 0.22857 warrants to purchase one share of (new) Accuride Common Stock (subject to adjustment). Represents shares of Common Stock of Accuride issued after the consummation of the Plan. Represents 145,038 shares of Common Stock directly held by SCSF Equities and 485,279 shares of Common Stock directly held by SADI. In accordance with the terms of the Plan and the Certificate of Designation of Series A Preferred Stock of Accuride, the share of Series A Nonconvertible Preferred Stock held directly by SADI was surrendered and SADI received the $100 liquidation preference in cash. Represents 799,790 warrants to purchase (new) Common Stock of Accuride directly held by SCSF Equities and 2,676,000 warrants to purchase (new) Common Stock of Accuride directly held by SADI. Form 2 of 2. /s/ Michael J. McConvery, Vice President for Sun Accuride Debt Investments, LLC 2010-03-02 Sun Capital Advisors V, L.P. By: Sun Capital Partners V, Ltd. Its: General Partner /s/ Michael J. McConvery, Vice President & Assistant Secretary 2010-03-02 Sun Capital Securities Advisors, LP By: Sun Capital Securities, LLC Its: General Partner /s/ Michael J. McConvery, Vice President & Assistant Secretary 2010-03-02 /s/ Michael J. McConvery, Vice President & Assistant Secretary for SCSF Debt Investments, LLC 2010-03-02 /s/ Michael J. McConvery, Vice President & Assistant Secretary for SCSF Equities, LLC 2010-03-02 /s/ Michael J. McConvery, Vice President & Assistant Secretary for Sun Capital Securities III, LLC 2010-03-02 /s/ Michael J. McConvery, Vice President & Assistant Secretary for Sun Capital Securities, LLC 2010-03-02 SCSF III Debt Investments, LP By: Sun Capital Securities III, LLC Its: General Partner /s/ Michael J. McConvery, Vice President & Assistant Secretary 2010-03-02 -----END PRIVACY-ENHANCED MESSAGE-----