- Amended Statement of Beneficial Ownership (SC 13D/A)
2010年12月21日 - 2:30AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
(CUSIP Number)
K Equity, LLC
c/o Platinum Equity, LLC
360 North Crescent Drive
South Building
Beverly Hills, California 90210
(310) 712-1195
with a copy to:
James W. Loss, Esq.
Bingham McCutchen LLP
600 Anton Boulevard, 18th Floor
Costa Mesa, California 92626
(714) 830-0626
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on 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).
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1
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NAMES OF REPORTING PERSONS
K Equity, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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15,954,876*
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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15,954,876*
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,954,876*
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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30.1 %*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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* See Item 5 hereof.
2 of 15
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1
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NAMES OF REPORTING PERSONS
K Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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15,954,876*
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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15,954,876*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,954,876*
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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30.1%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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* See Item 5 hereof.
4 of 15
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1
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NAMES OF REPORTING PERSONS
Platinum Equity Capital Partners II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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15,954,876*
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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15,954,876*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,954,876*
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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30.1%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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*See Item 5 hereof.
5 of 15
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1
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NAMES OF REPORTING PERSONS
Platinum Equity Partners II, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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15,954,876*
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EACH
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9
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SOLE DISPOSITIVE POWER
|
REPORTING
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PERSON
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0
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WITH
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10
|
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SHARED DISPOSITIVE POWER
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|
|
|
|
|
15,954,876*
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|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
|
15,954,876*
|
|
|
|
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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30.1%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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*See Item 5 hereof.
6 of 15
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1
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NAMES OF REPORTING PERSONS
Platinum Equity Investment Holdings II, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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15,954,876*
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
|
10
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SHARED DISPOSITIVE POWER
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15,954,876*
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|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
15,954,876*
|
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|
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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30.1%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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*See Item 5 hereof.
7 of 15
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1
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NAMES OF REPORTING PERSONS
Platinum Equity, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
|
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
|
8
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SHARED VOTING POWER
|
BENEFICIALLY
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|
OWNED BY
|
|
15,954,876*
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EACH
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9
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SOLE DISPOSITIVE POWER
|
REPORTING
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|
PERSON
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0
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WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
15,954,876*
|
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|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
15,954,876*
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|
|
12
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
o
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|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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30.1%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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*See Item 5 hereof.
8 of 15
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1
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NAMES OF REPORTING PERSONS
Tom Gores
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
|
8
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SHARED VOTING POWER
|
BENEFICIALLY
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OWNED BY
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15,954,876*
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EACH
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9
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SOLE DISPOSITIVE POWER
|
REPORTING
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|
PERSON
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0
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WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
15,954,876*
|
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|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
15,954,876*
|
|
|
|
12
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
30.1%*
|
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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*See Item 5 hereof.
9 of 15
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ITEM 1.
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Security and Issuer
.
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This Amendment No. 1 to Schedule 13D (this
First Amendment
) amends and supplements
the statement on Schedule 13D (the
Schedule 13D
) filed by the Reporting Persons (as
defined below) on July 10, 2009 with the U.S. Securities and Exchange Commission (the
SEC
). Capitalized terms used but not defined herein have the meanings given to such
terms in the Schedule 13D. Except as otherwise provided in this First Amendment, all Items of the
Schedule 13D remain unchanged.
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ITEM 2.
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Identity and Background
.
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Parts (a), (b), (c) and (f) of Item 2 of the Schedule 13D are hereby amended and supplemented,
with effect from the date of this First Amendment, by adding the following:
This First Amendment is being filed jointly by (i) K Equity, LLC, a Delaware limited liability
company (
K Equity
), (ii) K Holdings, LLC, a Delaware limited liability company, (iii)
Platinum Equity Capital Partners II, L.P., a Delaware limited partnership, (iv) Platinum Equity
Partners II, LLC, a Delaware limited liability company, (v) Platinum Equity Investment Holdings II,
LLC, a Delaware limited liability company, (vi) Platinum Equity, LLC, a Delaware limited liability
company, and (vii)Tom Gores, an individual (collectively, the
Reporting Persons
). On
June 30, 2009, K Financing, LLC (
K Financing
), a Delaware limited liability company and
affiliate of K Equity and the other Reporting Persons, received the Closing Warrant from the
Company and entered into the Investor Rights Agreement with the Company. On July 9, 2009, K
Financing assigned the Closing Warrant and the Investor Rights Agreement to K Equity. K Financing
no longer has any interest in the Closing Warrant or the Investor Rights agreement, and as a result
is no longer a reporting person for purposes of the Schedule 13D.
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ITEM 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 of the Schedule 13D is hereby amended and supplemented, with effect from the date of
this First Amendment, by adding the following
The information in Item 6 of this First Amendment is incorporated herein by reference.
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ITEM 4.
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Purpose of Transaction.
|
Item 4 of the Schedule 13D is hereby amended and supplemented, with effect from the date of
this First Amendment, by adding the following
:
The information in Item 6 of this First Amendment is incorporated herein by reference.
10 of 15
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ITEM 5.
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Interests in Securities of the Issuer
.
|
Parts (a) and (b) of Item 5 of the Schedule 13D are hereby amended and supplemented, with
effect from the date of this First Amendment, by adding the following:
The information in Item 6 of this First Amendment is incorporated herein by reference.
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ITEM 6.
|
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer
.
|
Item 6 of the Schedule 13D is hereby amended and supplemented, with effect from the date of
this First Amendment, by adding the following:
Subsequent Events
On May 5, 2010, the Company repaid all of its outstanding indebtedness under the Credit
Agreement and the Credit Agreement was terminated. The Closing Warrant, Investor Rights Agreement
and Corporate Advisory Services Agreement remained in effect in accordance with their terms.
Pursuant to the terms of the Closing Warrant, as a result of the Companys level of borrowings
under the Credit Agreement prior to its termination, the per share exercise price of the Closing
Warrant was reduced from $0.50 per share to $0.35 per share.
On November 5, 2010, the Company filed with the Secretary of State of Delaware a Certificate
of Amendment to its Restated Certificate of Incorporation to effect a reverse stock split of its
common stock at a ratio equal to one-for-three (the
Reverse Stock Split
). Pursuant to
the terms of the Closing Warrant, as a result of the Reverse Stock Split the number of shares of
common stock subject to the Closing Warrant was proportionately reduced from 80,544,685 shares to
26,848,484 shares, and the exercise price was proportionately increased from $0.35 per share to $1.04999
per share.
On December 14, 2010, K Equity and the Company entered into an underwriting agreement (the
Underwriting Agreement
) with Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner
& Smith Incorporated and UBS Securities LLC, as representatives of the several underwriters named
therein (the
Underwriters
). Pursuant to the terms of the Underwriting Agreement, the
Underwriters severally agreed to purchase from K Equity a portion of the Closing Warrant. Upon
acquiring the portion of the Closing Warrant, the representatives of the Underwriters, on behalf of
the Underwriters, exercised the acquired portion of the Closing Warrant in full on a net exercise
basis (as provided in the Closing Warrant), and the Company issued all of the common shares
issuable upon such net exercise to the representatives of the Underwriters, on behalf of the
Underwriters. Upon acquiring the shares, the representatives of the Underwriters, on behalf of the
Underwriters, sold the shares to the public. The portion of the Closing Warrant that K Equity sold
to the representatives of the Underwriters covered 9,477,439 shares, which permitted a total of
8,700,000 shares to be issued to the representatives of the Underwriters upon the net exercise
thereof.
11 of 15
Pursuant to the terms of the Underwriting Agreement, K Equity also granted to the
representatives of the Underwriters, on behalf of the Underwriters, an over-allotment option,
exercisable no later than January 13, 2011, to purchase an additional portion of the Closing
Warrant representing up to 1,300,000 additional shares of common stock for sale by the Underwriters
to the public (upon exercise of the additional portion of the Closing Warrant on a net exercise
basis as described above). The Underwriters exercised the over-allotment option and, on December
20, 2010, K Equity sold the representatives of the Underwriters another portion of the Closing
Warrant, covering 1,416,169 shares, which permitted a total of 1,300,000 shares to be issued to
the representatives of the Underwriters upon the net exercise thereof.
K Equity sold the foregoing portions of the Closing Warrant to the Underwriters for a price
equal to $10.45 per share of stock that the Underwriters sold to the public in the offering (i.e.,
K Equity did not receive additional consideration for the acquired portions of the Closing Warrant
that were attributable to shares forfeited to the Company as part of the net exercises of the
warrants). As a result of the foregoing sales of portions of the Closing Warrant to the
representatives of the Underwriters, K Equitys remaining portion of the Closing Warrant covers
15,954,876 shares of common stock. Based upon information provided by the Company in the
registration statement pursuant to which the shares issued to the Underwriters upon exercise of the
acquired portions of the Closing Warrant were sold by the Underwriters, K Equity beneficially owns
approximately 30.1% of the Companys common stock on a post-sale basis.
The foregoing description of the Underwriting Agreement is qualified in its entirety by
reference to the full text thereof, which is included as
Exhibit 8
hereto, and is
incorporated herein by reference.
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ITEM 7.
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Material to be Filed as Exhibits
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Item 7 of the Schedule 13D is hereby amended and supplemented, with effect from the date of
this First Amendment, by adding the following:
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Exhibit 8
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Equity Underwriting Agreement, dated December 14, 2010, by and
among K Equity, LLC, the Company, Deutsche Bank Securities Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS
Securities LLC (incorporated by reference to Exhibit 1.1 of the
Current Report on Form 8-K filed by the Company with the SEC on
December 15, 2010)
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12 of 15
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the
information set forth in this statement is true, complete and correct.
Date: December 20, 2010
K EQUITY, LLC
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By:
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/s/ Eva M. Kalawski
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Name:
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Eva M. Kalawski
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Title:
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Vice President and Secretary
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K HOLDINGS, LLC
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By:
Name:
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/s/ Eva M. Kalawski
Eva M. Kalawski
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Title:
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Vice President and Secretary
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PLATINUM EQUITY CAPITAL PARTNERS II, L.P.
By:
PLATINUM EQUITY PARTNERS II, LLC
, its general partner
By:
PLATINUM EQUITY INVESTMENT HOLDINGS
II, LLC
, its senior managing member
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By:
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/s/ Eva M. Kalawski
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Name:
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Eva M. Kalawski
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Title:
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Vice President and Secretary
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PLATINUM EQUITY PARTNERS II, LLC
By:
PLATINUM EQUITY INVESTMENT HOLDINGS
II, LLC
, its senior managing member
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By:
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/s/ Eva M. Kalawski
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Name: Eva M. Kalawski
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Title: Vice President and Secretary
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PLATINUM EQUITY INVESTMENT HOLDINGS II, LLC
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By:
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/s/ Eva M. Kalawski
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Name:
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Eva M. Kalawski
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Title:
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Vice President and Secretary
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13 of 15
PLATINUM EQUITY, LLC
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By:
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/s/ Eva M. Kalawski
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Name:
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Eva M. Kalawski
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Title:
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Executive Vice President,
General Counsel and Secretary
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/s/ Tom Gores*
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Tom Gores, individually
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* By:
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/s/ Mary Ann Sigler
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Mary Ann Sigler, attorney-in-fact
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14 of 15
Exhibit Index
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Exhibit 8
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Equity Underwriting Agreement, dated December 14, 2010, by and
among K Equity, LLC, the Company, Deutsche Bank Securities Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS
Securities LLC (incorporated by reference to Exhibit 1.1 of the
Current Report on Form 8-K filed by the Company with the SEC on
December 15, 2010)
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