-----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, RikHt6c9A+BZ1uumTD/8wTSNvBrlyXkQD0Mjf/cVKH14ZWfn6PmX0PchsP7bx1Rh rDdtGTwq9jpQQv/jdYXvig== 0001104659-07-086304.txt : 20071130 0001104659-07-086304.hdr.sgml : 20071130 20071130150437 ACCESSION NUMBER: 0001104659-07-086304 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071019 FILED AS OF DATE: 20071130 DATE AS OF CHANGE: 20071130 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TOWER TECH HOLDINGS INC. CENTRAL INDEX KEY: 0001120370 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED STRUCTURAL METAL PRODUCTS [3440] IRS NUMBER: 880409160 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 980 MARITIME DRIVE STREET 2: SUITE 6 CITY: MANITOWOC STATE: WI ZIP: 54220 BUSINESS PHONE: (920) 684-5531 MAIL ADDRESS: STREET 1: 980 MARITIME DRIVE STREET 2: SUITE 6 CITY: MANITOWOC STATE: WI ZIP: 54220 FORMER COMPANY: FORMER CONFORMED NAME: BLACKFOOT ENTERPRISES INC DATE OF NAME CHANGE: 20000726 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tontine 25 Overseas Master Fund, L.P. CENTRAL INDEX KEY: 0001415527 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1207 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-31313 FILM NUMBER: 071277607 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE, 1ST FL CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-769-2000 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE, 1ST FL CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TONTINE MANAGEMENT LLC CENTRAL INDEX KEY: 0001268959 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-31313 FILM NUMBER: 071277609 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2037692000 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TONTINE PARTNERS L P CENTRAL INDEX KEY: 0001269122 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-31313 FILM NUMBER: 071277610 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2037692000 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tontine Capital Overseas GP, LLC CENTRAL INDEX KEY: 0001409490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-31313 FILM NUMBER: 071277611 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-769-2000 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TONTINE CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001272374 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-31313 FILM NUMBER: 071277613 MAIL ADDRESS: STREET 1: C/O TORTINE PARTNERS LP STREET 2: 55 RAILRAOD AVENUE 3RD FL CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENDELL JEFFREY L ET AL CENTRAL INDEX KEY: 0000948904 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-31313 FILM NUMBER: 071277614 BUSINESS ADDRESS: STREET 1: 31 WEST 52ND ST STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 2: 200 PARK AVENUE SUITE 3900 CITY: NEW YORK STATE: NY ZIP: 10166 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TONTINE OVERSEAS ASSOCIATES LLC CENTRAL INDEX KEY: 0001268961 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-31313 FILM NUMBER: 071277608 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2037692000 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TONTINE CAPITAL PARTNERS L P CENTRAL INDEX KEY: 0001276922 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-31313 FILM NUMBER: 071277615 BUSINESS ADDRESS: STREET 1: C/O TONTINE CAPITAL MANAGEMENT LLC LP STREET 2: 55 RAILROAD AVENUE 3RD FL CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2037692000 MAIL ADDRESS: STREET 1: C/O TONTINE CAPITAL MANAGEMENT LLC LP STREET 2: 55 RAILROAD AVENUE 3RD FL CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tontine Capital Overseas Master Fund, L.P. CENTRAL INDEX KEY: 0001409485 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-31313 FILM NUMBER: 071277612 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-769-2000 MAIL ADDRESS: STREET 1: 55 RAILROAD AVE CITY: GREENWICH STATE: CT ZIP: 06830 4/A 1 a4a.xml 4/A X0202 4/A 2007-10-19 2007-10-23 0 0001120370 TOWER TECH HOLDINGS INC. TWRT 0001276922 TONTINE CAPITAL PARTNERS L P C/O TONTINE CAPITAL MANAGEMENT, L.L.C. 55 RAILROAD AVENUE, 1ST FLOOR GREENWICH CT 06830 0 0 1 0 0000948904 GENDELL JEFFREY L ET AL C/O TONTINE CAPITAL MANAGEMENT, L.L.C. 55 RAILROAD AVENUE, 1ST FLOOR GREENWICH CT 06830 0 0 1 0 0001272374 TONTINE CAPITAL MANAGEMENT LLC C/O TONTINE CAPITAL MANAGEMENT, L.L.C. 55 RAILROAD AVENUE, 1ST FLOOR GREENWICH CT 06830 0 0 1 0 0001409485 Tontine Capital Overseas Master Fund, L.P. C/O TONTINE CAPITAL MANAGEMENT, L.L.C. 55 RAILROAD AVENUE, 1ST FLOOR GREENWICH CT 06830 0 0 1 0 0001409490 Tontine Capital Overseas GP, LLC C/O TONTINE CAPITAL MANAGEMENT, L.L.C. 55 RAILROAD AVENUE, 1ST FLOOR GREENWICH CT 06830 0 0 1 0 0001269122 TONTINE PARTNERS L P C/O TONTINE CAPITAL MANAGEMENT, L.L.C. 55 RAILROAD AVENUE, 1ST FLOOR GREENWICH CT 06830 0 0 1 0 0001268959 TONTINE MANAGEMENT LLC C/O TONTINE CAPITAL MANAGEMENT, L.L.C. 55 RAILROAD AVENUE, 1ST FLOOR GREENWICH CT 06830 0 0 1 0 0001268961 TONTINE OVERSEAS ASSOCIATES LLC C/O TONTINE CAPITAL MANAGEMENT, L.L.C. 55 RAILROAD AVENUE, 1ST FLOOR GREENWICH CT 06830 0 0 1 0 0001415527 Tontine 25 Overseas Master Fund, L.P. C/O TONTINE CAPITAL MANAGEMENT, L.L.C. 55 RAILROAD AVENUE, 1ST FLOOR GREENWICH CT 06830 0 0 1 0 Senior Subordinated Promissory Note 7.50 2007-10-19 4 P 0 4511040 4511040 A 2008-01-19 Common Stock 601472 4511040 I See Footnotes Senior Subordinated Promissory Note 7.50 2007-10-19 4 P 0 12397475 12397475 A 2008-01-19 Common Stock 1652997 16908515 I See Footnotes Senior Subordinated Promissory Note 7.50 2007-10-19 4 P 0 8091482 8091482 A 2008-01-19 Common Stock 1078864 24999997 I See Footnotes This report is filed jointly by Tontine Capital Partners, L.P., a Delaware limited partnership ("TCP"), Tontine Capital Management, L.L.C., a Delaware limited liability company ("TCM"), Tontine Capital Overseas GP, L.L.C., a Delaware limited liability company ("TCO"), Tontine Capital Overseas Master Fund, L.P., a Cayman Islands limited partnership ("TMF"), Tontine Partners, L.P., a Delaware limited partnership ("TP"), Tontine Management, L.L.C., a Delaware limited liability company ("TM"), Tontine 25 Overseas Master Fund, L.P., a Cayman Islands limited partnership ("T25"), Tontine Overseas Associates, L.L.C., a Delaware limited liability company ("TOA"), and Jeffrey L. Gendell ("Mr. Gendell") (collectively, the "Joint Filers") Mr. Gendell is the managing member of: (a) TCM, the general partner of TCP and T25; (b) TCO, the general partner of TMF; (c) TM, the general partner of TP; and (d) TOA, the investment advisor of Tontine Overseas Fund, Ltd., a Cayman Islands exempted company ("TOF"). All of the securities set forth in Table II may be deemed to be beneficially owned by Mr. Gendell. The securities set forth in Table II held by TMF may be deemed to be beneficially owned by TCO. The securities set forth in Table II held by TP may be deemed to be beneficially owned by TM. The securities set forth in Table II held by TOF may be deemed to be beneficially owned by TOA. Mr. Gendell disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by Mr. Gendell or representing Mr. Gendell's pro rata interest in, and interest in the profits of, TCM, TCP, TCO, TMF, TP, TM, TOA, TOF and T25. TCM disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TCM or representing TCM's pro rata interest in, and interest in the profits of, TCP and T25. TCO disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TCO or representing TCO's pro rata interest in, and interest in the profits of, TMF. TM disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TM or representing TM's pro rata interest in, and interest in the profits of, TP. TOA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TOA or representing TOA's pro rata interest in, and interest in the profits of, TOF. This Amendment to Form 4 is being filed (i) to provide a corrected date of October 19, 2007 for the Date of Earliest Transaction, and (ii) to disclose the holdings of the Joint Filers as set forth in Table II, which holdings were not disclosed in the original Statement of Changes of Beneficial Ownership of Securities on Form 4. The holdings set forth on Table II should also have been disclosed by the Joint Filers in Table II of the Statement of Changes of Beneficial Ownership of Securities on Form 4 filed by the Joint Filers on November 6, 2007. On October 19, 2007, TMF purchased a Senior Subordinated Promissory Note in the principal amount of $4,511,040 which is convertible into 601,472 newly issued shares of Issuer common stock, TP purchased a Senior Subordinated Promissory Note in the principal amount of 12,397,475 which is convertible into 1,652,997 newly issued shares of Issuer common stock, and TOF purchased a Senior Subordinated Promissory Note in the principal amount of $8,091,482 which is convertible into 1,078,864 newly issued shares of Issuer common stock (collectively, the "Notes"). The conversion rights associated with the Notes become exercisable on January 19, 2008, at which point TMF, TP and TOF will each have the right to convert both (i) the outstanding principal of their respective Note, and (ii) any interest thereon (including both paid-in-kind interest and accrued and unpaid interest) into newly issued shares of Issuer common stock at a conversion rate of $7.50 per share, provided that the conversion rights may not be exercised during the six-month period following the date on which the Issuer files a registration statement with the Securities and Exchange Commission for the purpose of registering shares to be offered by the Issuer in a rights offering to its shareholders. Tontine Capital Partners, L.P., By: its General Partner, Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 2007-11-30 Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 2007-11-30 Tontine Capital Overseas Master Fund, L.P. By: its General Partner, Tontine Capital Overseas GP, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 2007-11-30 Tontine Capital Overseas GP, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 2007-11-30 Tontine Partners, L.P., By: its General Partner, Tontine Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 2007-11-30 Tontine Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 2007-11-30 Tontine Overseas Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 2007-11-30 Tontine 25 Overseas Master Fund, L.P., By: its General Partner, Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 2007-11-30 /s/ Jeffrey L. Gendell 2007-11-30 -----END PRIVACY-ENHANCED MESSAGE-----