-----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, UFY5mfX0Bz60QF1JMu+EGNvxIBYFC9puXKi2EmTgaK4Ggw+SQBiPcg9VVLTD5KKo Vkdiew3ev6ISZGjJQtKswA== 0001422107-09-000120.txt : 20090213 0001422107-09-000120.hdr.sgml : 20090213 20090213105531 ACCESSION NUMBER: 0001422107-09-000120 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090213 DATE AS OF CHANGE: 20090213 GROUP MEMBERS: ERIC M. RUTTENBERG GROUP MEMBERS: TERENCE M. O'TOOLE GROUP MEMBERS: TINICUM CAPITAL PARTNERS II PARALLEL FUND, L.P. GROUP MEMBERS: TINICUM CAPITAL PARTNERS II, L.P. 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: 09599243 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: Tinicum Lantern II, LLC CENTRAL INDEX KEY: 0001426171 IRS NUMBER: 201168804 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 800 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 11530 BUSINESS PHONE: 2126995513 MAIL ADDRESS: STREET 1: 800 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 11530 SC 13G/A 1 accuride13ga3.htm

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)   *

 

Accuride Corporation

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

004398103

(Cusip Number)

 

December 31, 2008

(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).

 

(Continued on following pages)

Page 1 of 10 Pages

 

13G

CUSIP No. 004398103

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Tinicum Capital Partners II, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 3,079,500 Shares, which is 8.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

3,063,560

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

3,063,560

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,063,560

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.6%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

13G

CUSIP No. 004398103

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Tinicum Capital Partners II Parallel Fund, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 3,079,500 Shares, which is 8.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

15,940

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

15,940

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,940

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.0%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

13G

CUSIP No. 004398103

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Tinicum Lantern II L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 3,079,500 Shares, which is 8.6% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

3,079,500

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

3,079,500

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,079,500

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.6%

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

13G

CUSIP No. 004398103

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Terence M. O’Toole

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 3,079,500 Shares, which is 8.6% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

3,079,500

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

3,079,500

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,079,500

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.6%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

13G

CUSIP No. 004398103

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Eric M. Ruttenberg

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 3,079,500 Shares, which is 8.6% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

3,079,500

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

3,079,500

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,079,500

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.6%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

This Amendment No. 3 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on November 22, 2006 (together with all prior and current amendments thereto, this “Schedule 13G”).

 

Item 1.

Issuer

 

 

(a)

Name of Issuer:

 

Accuride Corporation (the “Company”)

 

 

(b)

Address of Issuer’s Principal Executive Offices:

 

7140 Office Circle, Evansville, Indiana 47715

 

Item 2.

Identity And Background

 

Title Of Class Of Securities And CUSIP Number (Item 2(d) and (e))

 

This statement relates to shares of Common Stock, par value $0.01 per share (the “Shares”), of the Company. The CUSIP number of the Shares is 004398103.

 

Name Of Persons Filing, Address Of Principal Business Office And Citizenship (Item 2(a), (b) and (c))

 

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons.”

 

 

(i)

Tinicum Capital Partners II, L.P., a Delaware limited partnership (“TCP II”), with respect to the Shares held by it;

 

 

(ii)

Tinicum Capital Partners II Parallel Fund, L.P., a Delaware limited partnership (“Parallel Fund”), with respect to the Shares held by it;

 

 

(iii)

Tinicum Lantern II L.L.C., a Delaware limited liability company which is the general partner of each of TCP II and Parallel Fund (the “General Partner”), with respect to the Shares held by TCP II and Parallel Fund;

 

 

(iv)

Terence M. O’Toole, a United States citizen and a managing member of the General Partner (“O’Toole”), with respect to the Shares held by TCP II and Parallel Fund; and

 

 

(v)

Eric M. Ruttenberg, a United States citizen and a managing member of the General Partner (“Ruttenberg”), with respect to the Shares held by TCP II and Parallel Fund.

 

TCP II and Parallel Fund are together referred to herein as the “Funds.” O’Toole and Ruttenberg are together referred to herein as the “Individual Reporting Persons.”

 

The citizenship of each of the Reporting Persons is set forth above. The address of the principal business office of each of the Reporting Persons is 800 Third Avenue, 40th Floor, New York, New York 10022.

 

Item 3.     If This Statement Is Filed Pursuant To Sections 240.13d-1(b) or 240.13d-2(b) or (c),

 

Check Whether The Person Filing Is An Entity Specified In (a) - (k):

 

Not Applicable.

 

If This Statement Is Filed Pursuant To Section 240.13d-1(c), Check This Box. x

 

Item 4.

Ownership

 

The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person hereto is incorporated herein by reference for each such Reporting Person.

 

The Shares reported hereby for each of the Funds are owned directly by such Fund. The General Partner, as general partner to each of the Funds, may be deemed to be the beneficial owner of all such Shares owned by the Funds. The Individual Reporting Persons, as managing members of the General Partner, may each be deemed to be the beneficial owner of all such Shares owned by the Funds. Each of the General Partner and the Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.

 

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

 

Not Applicable.

 

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

 

The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.

 

 

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 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.

 

SIGNATURES

 

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

 

Dated: February 13, 2009

 

/s/ Eric M. Ruttenberg

TINICUM LANTERN II L.L.C.,

On its own behalf and

as the General Partner of

TINICUM CAPITAL PARTNERS II, L.P. and

TINICUM CAPITAL PARTNERS II PARALLEL FUND, L.P.

By Eric M. Ruttenberg,

Managing Member

 

/s/ Terence M. O'Toole

Terence M. O’Toole

 

/s/ Eric M. Ruttenberg

Eric M. Ruttenberg

 

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