-----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, HIx1YfuKLKvD2DOTivjCcHZDB8iPm6tZ2MnU9tFLXTL2QJQgaaXEqyQEesu4caOs SetO29oVfk9oOpIYbyn7rw== 0001144204-07-031635.txt : 20070613 0001144204-07-031635.hdr.sgml : 20070613 20070613154437 ACCESSION NUMBER: 0001144204-07-031635 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070611 FILED AS OF DATE: 20070613 DATE AS OF CHANGE: 20070613 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BREEZE-EASTERN CORP CENTRAL INDEX KEY: 0000099359 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 954062211 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 700 LIBERTY AVENUE CITY: UNION STATE: NJ ZIP: 07083 BUSINESS PHONE: 908-688-2440 MAIL ADDRESS: STREET 1: 700 LIBERTY AVENUE CITY: UNION STATE: NJ ZIP: 07083 FORMER COMPANY: FORMER CONFORMED NAME: TRANSTECHNOLOGY CORP. DATE OF NAME CHANGE: 20061006 FORMER COMPANY: FORMER CONFORMED NAME: BREEZE-EASTERN CORP DATE OF NAME CHANGE: 20061005 FORMER COMPANY: FORMER CONFORMED NAME: TRANSTECHNOLOGY CORP DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHANNEL PARTNERSHIP II L P CENTRAL INDEX KEY: 0001273617 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07872 FILM NUMBER: 07917485 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVENUE SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 2127600278 MAIL ADDRESS: STREET 1: 450 SEVENTH AVENUE SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD CAPITAL INC CENTRAL INDEX KEY: 0001251567 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07872 FILM NUMBER: 07917486 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 2129600814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OBUS NELSON CENTRAL INDEX KEY: 0001017043 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07872 FILM NUMBER: 07917487 BUSINESS ADDRESS: STREET 1: WYNNEFIELD CAPITAL INC STREET 2: 450 SEVENTH AVE STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 2127600814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001056835 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07872 FILM NUMBER: 07917488 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 2127600814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD CENTRAL INDEX KEY: 0001030806 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07872 FILM NUMBER: 07917489 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 2127600814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP I CENTRAL INDEX KEY: 0001251565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07872 FILM NUMBER: 07917490 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 2129600814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP CENTRAL INDEX KEY: 0000899083 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07872 FILM NUMBER: 07917491 BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: 2127600814 MAIL ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10119 4 1 v078207_ex.xml X0202 4 2007-06-11 0 0000099359 BREEZE-EASTERN CORP BZC 0000899083 WYNNEFIELD PARTNERS SMALL CAP VALUE LP 450 SEVENTH AVENUE SUITE 509 NEW YORK, NY 10123 0 0 1 0 0001251565 WYNNEFIELD PARTNERS SMALL CAP VALUE LP I 450 SEVENTH AVENUE SUITE 509 NEW YORK, NY 10123 0 0 1 0 0001030806 WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD 450 SEVENTH AVENUE SUITE 509 NEW YORK, NY 10123 0 0 1 0 0001056835 WYNNEFIELD CAPITAL MANAGEMENT LLC 450 SEVENTH AVENUE SUITE 509 NEW YORK, NY 10123 0 0 1 0 0001251567 WYNNEFIELD CAPITAL INC 450 SEVENTH AVENUE SUITE 509 NEW YORK, NY 10123 0 0 1 0 0001273617 CHANNEL PARTNERSHIP II L P 450 SEVENTH AVENUE SUITE 509 NEW YORK, NY 10123 0 0 1 0 0001017043 OBUS NELSON 450 SEVENTH AVENUE SUITE 509 NEW YORK, NY 10123 0 0 1 0 Common Stock, par value $.001 per share 2007-06-11 4 P 0 60000 12.05 A 1711033 D Common Stock, par value $.001 per share 2007-06-11 4 P 0 82800 12.05 A 1711033 I See Footnotes Common Stock, par value $.001 per share 2007-06-11 4 P 0 95000 12.05 A 1711033 I See Footnotes As described in the Statement of Beneficial Ownership on Schedule 13D filed with the Securities and Exchange Commission by Wynnefield Partners Small Cap Value L.P. (the "Reporting Person"), among others, on April 2, 2007 and as further amended by Amendment No. 1 filed on April 24, 2007 and by Amendment No. 2 filed on May 16, 2007 (collectively, the "Schedule 13D"), with respect to shares of the common stock, $0.01 par value per share ("Common Stock") of Breeze-Eastern Corporation (the "Issuer"). The Reporting Person and Goldsmith & Harris Incorporated ("Goldsmith & Harris") on their behalf and on behalf of their respective affiliates, entered into an agreement as of April 2, 2007 and as further amended by Amendment No. 1 dated May 16, 2007 (the "Agreement"), which agreement is more fully described in the Schedule 13D. Goldsmith & Harris together with their affiliates are referred to herein as the "Non-Affiliated Entities". By reason of the execution of the Agreement, the Reporting Person and the Non-Affiliated Entities may be deemed to be members of a group ("Group") within the meaning of Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934, as amended, with regard to their respective interests in equity securities of the Issuer. None of the members of the Group purchased any additional securities of the Issuer in connection with the Agreement. As more fully reported on the Schedule 13D filed by the Group, the Group collectively beneficially owns greater than 10% of the Issuer's Common Stock. The amount of the Issuer's securities held by the Reporting Person as reported herein does not include the holdings of any of the Non-Affiliated Entities. The Reporting Persons disclaims any pecuniary interest in the Issuer's securities beneficially owned by the Non-Affiliated Entities. The Non-Affiliated Entities disclaim any pecuniary interest in the shares of Common Stock beneficially owned by the Reporting Person. As of June 11, 2007, the Reporting Person directly beneficially owns 431,933 shares of Common Stock. Wynnefield Capital Management, LLC ("WCM"), as the sole general partner of the Reporting Person, has an indirect beneficial ownership interest in the shares of Common Stock that the Reporting Person directly beneficially owns. As of June 11, 2007, of the total number of shares of Common Stock reported herein as beneficially owned, the Reporting Person has an indirect beneficial ownership interest in 596,445 shares of Common Stock, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. I, as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. Wynnefield Partners Small Cap Value, L.P. I, which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. WCM, as the sole general partner of Wynnefield Partners Small Cap Value, L.P. I, has an indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Partners Small Cap Value, L.P. I directly beneficially owns. As of June 11, 2007, of the total number of shares of Common Stock reported herein as beneficially owned, the Reporting Person has an indirect beneficial ownership interest in 644,255 shares of Common Stock, which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd., as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. Wynnefield Small Cap Value Offshore Fund, Ltd., which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. Wynnefield Capital, Inc. as the sole investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd., has an indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns. As of June 11, 2007, the Reporting Person has an indirect beneficial ownership interest in 38,400 shares of Common Stock, which are directly beneficially owned by Channel Partnership II, L.P., as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. Although Channel Partnership II, L.P. did not acquire any securities of the Issuer as of the reporting date, it maintains offices at the same address as the Reporting Person, and is filing this Form jointly with the Reporting Person. Nelson Obus, as the sole general partner of Channel Partnership II, L.P., has an indirect beneficial ownership interest in the shares of Common Stock that Channel Partnership II, L.P. directly beneficially owns. WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. By: Wynnefield Capital, Inc. By: /s/ Nelson Obus, Nelson Obus, President 2007-06-13 WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. By: Wynnefield Capital Management, LLC General Partner By: /s/ Nelson Obus, Nelson Obus, Managing Member 2007-06-13 WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I By: Wynnefield Capital Management, LLC General Partner By: /s/ Nelson Obus, Nelson Obus, Managing Member 2007-06-13 WYNNEFIELD CAPITAL MANAGEMENT, LLC By: Nelson Obus, Nelson Obus, Managing Member 2007-06-13 WYNNEFIELD CAPITAL, INC. By: /s/ Nelson Obus, Nelson Obus, President 2007-06-13 Channel Partnership II, L.P. By: /s/ Nelson Obus, Nelson Obus, General Partner 2007-06-13 -----END PRIVACY-ENHANCED MESSAGE-----