Dominion Homes Inc - Statement of Beneficial Ownership (SC 13D)
2007年12月1日 - 6:30AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.)*
DOMINION HOMES, INC.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
257386102
(CUSIP Number)
Verna Ramirez
Angelo, Gordon & Co., L.P.
245 Park Avenue
New York, New York 10167
(212) 692-8270
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 28, 2007
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting 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
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).
Continued on following page(s)
Page 1 of 9 Pages
CUSIP No. 257386102 Page 2 of 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ANGELO, GORDON & CO., L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 769,117
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 769,117
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
769,117
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
8.28%
14 Type of Reporting Person (See Instructions)
IA; PN
|
CUSIP No. 257386102 Page 3 of 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
JOHN M. ANGELO
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 769,117
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
769,117
11 Aggregate Amount Beneficially Owned by Each Reporting Person
769,117
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
8.28%
14 Type of Reporting Person (See Instructions)
IN; HC
|
CUSIP No. 257386102 Page 4 of 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
MICHAEL L. GORDON
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 769,117
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
769,117
11 Aggregate Amount Beneficially Owned by Each Reporting Person
769,117
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
8.28%
14 Type of Reporting Person (See Instructions)
IN; HC
|
CUSIP No. 257386102 Page 5 of 9 Pages
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to shares of common
shares, par value $0.01 per share (the "Shares") of Dominion Homes, Inc., an
Ohio corporation (the "Issuer"). The address of the principal executive office
of the Issuer is 4900 Tuttle Crossing Blvd., Dublin, Ohio 43016.
Item 2. Identity and Background.
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"): Angelo, Gordon & Co., L.P., a
Delaware limited partnership ("Angelo Gordon"), John M. Angelo, a United States
citizen ("Mr. Angelo"), and Michael L. Gordon, a United States citizen ("Mr.
Gordon").
The Warrant (as defined in Item 4 hereof) that gives the AG
Funds the right to acquire the Shares which are the subject of this Schedule 13D
are held for the account of private investment funds and accounts for which
Angelo Gordon acts as investment adviser (the "AG Funds"). Mr. Angelo is a
managing member of JAMG LLC, which is the sole general partner of AG Partners,
L.P., which is the sole general partner of Angelo Gordon. Mr. Angelo serves as
the chief executive officer of Angelo Gordon. Mr. Gordon is the other managing
member of JAMG LLC and is the chief operating officer of Angelo Gordon. The
principal business address of each of the Reporting Persons is 245 Park Avenue,
New York, New York 10167.
During the last five years, none of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws of finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Warrant was acquired by the AG Funds as part of the
consideration for the credit transaction described in Item 4. The source of
funds for the credit extended to the Issuer by the AG Funds was the working
capital of the AG Funds.
Item 4. Purpose of Transaction.
The AG Funds, together with certain other parties, are lenders
(the "Lenders") to the Issuer pursuant to the Third Amended and Restated Credit
Agreement (the "Credit Agreement"), dated as of December 29, 2006, by and among
Issuer, the Lenders, Huntington National Bank and Silver Point Finance, LLC. The
Credit Agreement includes a $90 million senior secured second lien Term B loan
facility with detachable warrants exercisable for 1,538,235 Shares. The AG Funds
hold one such warrant (the "Warrant").
Numerous events of default have occurred and are continuing
under the Credit Agreement. None of these defaults have been cured as of the
date of this Statement.
On September 11, 2007, Issuer entered into an Amendment No. 3 to
the Credit Agreement, which listed these events of default, reserved all rights
with respect thereto and put in place a revolving loan facility allowing
borrowings up to $2 million in excess of the borrowing base limitation (the
|
CUSIP No. 257386102 Page 6 of 9 Pages
"Overadvance Facility"). On September 27, 2007, Issuer entered into an Amendment
No. 4 to the Credit Agreement, which increased the Overadvance Facility to $9
million and left the Overadvance Facility in place until December 29, 2010. On
October 29, 2007, the Company entered into an Amendment No. 5 to the Credit
Agreement, which increased the Overadvance Facility to $11 million
Issuer and the Lenders have begun discussions concerning the
financial condition of Issuer, its prospects in light of the condition of the
home building industry and a possible recapitalization or similar transaction
whereby indebtedness under the Credit Agreement would be reduced. Any such
transaction could include a debt for equity swap, or a going private or similar
transactions in which the Reporting Persons and the other lenders under the
Credit Agreement would acquire additional equity in Issuer. Any such transaction
could result in the Reporting Persons and such lenders together obtaining such
number of Shares that would constitute control of Issuer.
The Reporting Persons reserve the right to acquire additional
securities of the Issue in transactions other than as described above, to
dispose of any such securities at any time and to formulate new or additional
plans or proposals relating to their interests in the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) As of the Date of Event, the Reporting Persons are the
indirect beneficial owners 769,117 Shares issuable upon exercise of the Warrant.
According to the Issuer's most recent Quarterly Report on Form 10-Q for the
quarter ended September 30, 2007, the number of Shares outstanding as of
November 9, 2007 was 8,517,182. Assuming exercise of the Warrant, each of the
Reporting Persons may be deemed to be the beneficial owner of approximately
8.28% of the total number of Shares outstanding.
(b)(i) Angelo Gordon may be deemed to have sole power to direct
the voting and disposition of the 769,117 Shares issuable upon exercise of the
Warrant.
(ii) Mr. Angelo may be deemed to have shared power to direct the
voting and disposition of the 769,117 Shares issuable upon exercise of the
Warrant.
(iii) Mr. Gordon may be deemed to have shared power to direct
the voting and disposition of the 769,117 Shares issuable upon exercise of the
Warrant.
(c) There have been no transactions with respect to the Shares
by any of the Reporting Persons during the 60-day period preceding the Date of
Event.
(d) The limited partners of (or investors in) each of the AG
Funds participating in the investments described herein have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held for the accounts of their respective funds in accordance with their
respective limited partnership interests (or investment percentages) in their
respective funds.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except for the arrangements described in Items 4 and 5(d) above,
to the best knowledge of the Reporting Persons there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between the
persons enumerated in Item 2 and any other person with respect to any securities
|
CUSIP No. 257386102 Page 7 of 9 Pages
of the Issuer, including but not limited to, transfer or voting of any of the
Shares, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Joint Filing Agreement, dated as of November 30,
2007, by and among Angelo, Gordon & Co., L.P., John M. Angelo and Michael L.
Gordon.
|
CUSIP No. 257386102 Page 8 of 9 Pages
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.
Date: November 30, 2007 ANGELO, GORDON & CO., L.P.
By: /s/ Michael L. Gordon
--------------------------------
Name: Michael L. Gordon
Title: Chief Operating Officer
Date: November 30, 2007 JOHN M. ANGELO
/s/ John M. Angelo
------------------------------------
Date: November 30, 2007 MICHAEL L. GORDON
/s/ MIchael L. Gordon
------------------------------------
|
CUSIP No. 257386102 Page 9 of 9 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the common shares, $0.01 par value per share, of Dominion Homes,
Inc., dated as of November 30, 2007, is, and any amendments thereto (including
amendments on Schedule 13G) signed by each of the undersigned shall be, filed on
behalf of each of us pursuant to and in accordance with the provisions of Rule
13d-1(k) under the Securities Exchange Act of 1934.
Date: November 30, 2007 ANGELO, GORDON & CO., L.P.
By: /s/ Michael L. Gordon
--------------------------------
Name: Michael L. Gordon
Title: Chief Operating Officer
Date: November 30, 2007 JOHN M. ANGELO
/s/ John M. Angelo
------------------------------------
Date: November 30, 2007 MICHAEL L. GORDON
/s/ Michael L. Gordon
------------------------------------
|
Dominion Homes (MM) (NASDAQ:DHOM)
過去 株価チャート
から 10 2024 まで 11 2024
Dominion Homes (MM) (NASDAQ:DHOM)
過去 株価チャート
から 11 2023 まで 11 2024
Real-Time news about Dominion Homes (MM) (ナスダック市場): 0 recent articles
その他のDominion Homes Incニュース記事