UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7 (See Item 2))
DOMINION HOMES, INC.
(Name of Issuer)
COMMON SHARES, NO PAR VALUE
(Title of Class of Securities)
257386 10 2
(CUSIP Number)
Terry E. George
Vice President, Secretary Verna Ramirez Frederick H. Fgel, Esq.
and Treasurer Angelo Gordon & Co., L.P. c/o Silver Point Capital L.P.
BRC Properties Inc. 245 Park Avenue Two Greenwich Plaza, 1st Floor
4900 Tuttle Crossing Boulevard New York, New York 10167 Greenwich, Connecticut 06830
Dublin, Ohio 43016 (212) 692-8270 (203) 542-4208
(614) 356-5000
|
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
JANUARY 18, 2008
(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 which is the subject of this Schedule 13D and is filing this
schedule because of Sections 240.13d1(e), 240.13d1(f) or 240.13d1(g), check the
following box [_]. 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.
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257386102 Page 2 of 28
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SCHEDULE 13D
--------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BRC Properties Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 3,926,324 (See Note 1)
------------------------------------------------
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,926,324 (See Note 1)
--------------------------------------------------------------------------------
|
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,926,324 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.2%
14 TYPE OF REPORTING PERSON
CO
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257386102 Page 3 of 28
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SCHEDULE 13D
--------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David S. Borror
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
--------------------------------------------------------------------------------
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 of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 3,096 (See Note 2)
------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 3,926,324 (See Note 1)
------------------------------------------------
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,096 (See Note 2)
------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,926,324 (See Note 1)
--------------------------------------------------------------------------------
|
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,929,420 shares (See Note 3)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.2%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
--------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Douglas G. Borror
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
--------------------------------------------------------------------------------
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 of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 61,546 (See Note 4)
------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 3,926,324 (See Note 1)
------------------------------------------------
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 61,546 (See Note 4)
------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,926,324 (See Note 1)
--------------------------------------------------------------------------------
|
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,987,870 shares (See Note 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.9%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
--------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Terry E. George
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
--------------------------------------------------------------------------------
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 of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0 (See Note 6)
------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 3,926,324 (See Note 1)
------------------------------------------------
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0 (See Note 6)
------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,926,324 (See Note 1)
--------------------------------------------------------------------------------
|
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,926,324 shares (See Note 11)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.2%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
--------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Silver Point Capital Management, L.L.C.
77-0595716
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
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 0 shares
------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 769,118 shares (See Item 5)
------------------------------------------------
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0 shares
------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
769,118 shares (See Item 5)
--------------------------------------------------------------------------------
|
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
769,118 shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.29%
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Edward A. Mule
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
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 of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0 shares
------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 769,118 shares (See Item 5)
------------------------------------------------
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0 shares
------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
769,118 shares (See Item 5)
--------------------------------------------------------------------------------
|
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
769,118 shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.29%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
--------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert J. O'Shea
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
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 of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0 shares
------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 769,118 shares (See Item 5)
------------------------------------------------
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0 shares
------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
769,118 shares (See Item 5)
--------------------------------------------------------------------------------
|
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
769,118 shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.29%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
--------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Silver Point Capital, L.P.
22-3849636
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
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 0 shares
------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 769,118 shares (See Item 5)
------------------------------------------------
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0 shares
------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
769,118 shares (See Item 5)
--------------------------------------------------------------------------------
|
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
769,118 shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.29%
14 TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
--------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Silver Point Capital Fund, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
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 0 shares
------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 769,118 shares (See Item 5)
------------------------------------------------
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0 shares
------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
769,118 shares (See Item 5)
--------------------------------------------------------------------------------
|
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
769,118 shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.29%
14 TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SPCP Group, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
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 0 shares
------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 769,118 shares (See Item 5)
------------------------------------------------
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0 shares
------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
769,118 shares (See Item 5)
--------------------------------------------------------------------------------
|
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
769,118 shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.29%
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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NAME OF REPORTING PERSON
1 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 (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
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 8 SHARED VOTING POWER
BENEFICIALLY OWNED -0-
------------------------------------------------
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 769,117
------------------------------------------------
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
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.29%
14 TYPE OF REPORTING PERSON
IA; PN
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257386102 Page 13 of 28
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--------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John M. Angelo
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
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 of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 769,117
------------------------------------------------
BY 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
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.29%
14 TYPE OF REPORTING PERSON
IN; HC
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--------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael L. Gordon
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
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 of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 769,117
------------------------------------------------
BY 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
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.29%
14 TYPE OF REPORTING PERSON
IN; HC
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257386102 Page 15 of 28
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NOTES TO COVER PAGE OF SCHEDULE 13D
Note 1. BRC Properties Inc. ("BRC") has shared voting and dispositive
power with respect to 3,926,324 of the Common Shares, without par value (the
"Shares"), of Dominion Homes, Inc. ("Dominion Homes") owned by BRC. Each of
David S. Borror, Douglas G. Borror and Terry E. George, by virtue of his status
as either a director of BRC, an individual owning voting shares of BRC or a
trustee of a trust owning voting shares of BRC, may be deemed to share voting
and dispositive power with respect to the 3,926,324 Shares owned by BRC. See
Notes 3, 5 and 7.
Note 2. David S. Borror has sole voting and dispositive power with
respect to 3,096 Shares.
Note 3. David S. Borror disclaims beneficial ownership of the 3,926,324
Shares discussed in Note 1, and this report shall not be deemed an admission
that David S. Borror is the beneficial owner of those Shares for purposes of
Section 13(d) or 13(g) or for any other purpose. David S. Borror owns 28.6% of
the issued and outstanding voting shares of BRC and 30.0% of the issued and
outstanding non-voting shares of BRC, and is the sole trustee of an irrevocable
trust which owns 11.4% of the issued and outstanding voting shares of BRC and
20.0% of the issued and outstanding non-voting shares of BRC.
Note 4. Douglas G. Borror has sole voting and dispositive power with
respect to 61,546 Shares.
Note 5. Douglas G. Borror disclaims beneficial ownership of the
3,926,324 Shares discussed in Note 1, and this report shall not be deemed an
admission that Douglas G. Borror is the beneficial owner of those Shares for
purposes of Section 13(d) or 13(g) or for any other purpose. Douglas G. Borror
is the sole trustee of a revocable trust which owns 52.8% of the issued and
outstanding voting shares of BRC and 44.2% of the issued and outstanding
non-voting shares of BRC.
Note 6. Terry E. George has sole voting and dispositive power with
respect to 0 Shares.
Note 7. Terry E. George disclaims beneficial ownership of the 3,926,324
Shares discussed in Note 1, and this report shall not be deemed an admission
that Terry E. George is the beneficial owner of those Shares for purposes of
Section 13(d) or 13(g) or for any other purpose. Terry E. George owns 7.1% of
the issued and outstanding voting shares of BRC and 5.9% of the issued and
outstanding non-voting shares of BRC.
--------------------- -----------------------
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ITEM 1. SECURITY AND ISSUER.
This Amended Schedule 13D (this "Schedule 13D") relates to the Common
Shares, without par value (the "Shares"), of Dominion Homes, Inc., an Ohio
corporation ("Dominion Homes"). The address of the principal executive offices
of Dominion Homes is 4900 Tuttle Crossing Boulevard, Dublin, Ohio 43016.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this Schedule 13D are (i) BRC Properties Inc.
("BRC"), David S. Borror, Douglas G. Borror and Terry E. George (collectively,
the "Borror Reporting Persons"); (ii) Silver Point Capital Management, L.L.C.,
a Delaware limited liability company ("Management"), Edward A. Mule, Robert J.
O'Shea, Silver Point Capital, L.P., a Delaware limited partnership ("Silver
Point"), Silver Point Capital Fund, L.P., a Delaware limited partnership ("SPC
Fund") and SPCP Group, LLC, a Delaware limited liability company, ("SPCP
Group," and, collectively with Management, Silver Point, SPC Fund, and Messrs.
Mule and O'Shea, the "SPCP Reporting Persons"); and (iii) Angelo, Gordon & Co.,
L.P., a Delaware limited partnership ("Angelo Gordon"), John M. Angelo ("Mr.
Angelo"), and Michael L. Gordon ("Mr. Gordon" and, collectively, with Angelo
Gordon and Mr. Angelo, the "Angelo Gordon Reporting Persons"). This Schedule
13D amends the Schedule 13D filed by the Borror Reporting Persons on January
12, 2007, the Schedule 13D filed by the SPCP Reporting Persons on November 30,
2007 and the Schedule 13D filed by the Angelo Gordon Reporting Persons on
November 30, 2007.
This Schedule 13D amends the Schedule 13D (the "SPCP Schedule 13D")
filed by the SPCP Reporting Persons on January 4, 2007, as amended by Amendment
No. 1 filed on November 30, 2007 ("November Amendment") which relates to the
shares of Dominion Homes. This Schedule 13D amends and restates the SPCP
Schedule 13D, as amended by the November Amendment.
The Borror Reporting Persons, the SPCP Reporting Persons and the Angelo
Gordon Reporting Persons have entered into a Joint Filing Agreement, dated
January 23, 2008, a copy of which is filed with this Schedule 13D as Exhibit 1,
pursuant to which the Reporting Persons have agreed to file this statement
jointly in accordance with the provisions of Rule 13d-l(k)(1) under the Act.
THE BORROR REPORTING PERSONS
A. BRC is an Ohio corporation engaged in the business of owning
and managing multifamily housing and commercial real estate. The business
address of BRC is 4900 Tuttle Crossing Boulevard, Dublin, Ohio 43016.
The following list sets forth the directors and executive officers of
BRC:
1. David S. Borror is a Director and the President of BRC. His
business address is 4900 Tuttle Crossing Boulevard, Dublin, Ohio 43016, and he
is the Vice Chairman of Dominion Homes, a homebuilding company. David S. Borror
is a citizen of the United States of America.
2. Douglas G. Borror is a Director and a Vice President of BRC.
His business address is 4900 Tuttle Crossing Boulevard, Dublin, Ohio 43016, and
he is the Chairman of the Board and Chief Executive Officer of Dominion Homes.
Douglas G. Borror is a citizen of the United States of America.
--------------------- -----------------------
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--------------------- -----------------------
|
3. Terry E. George is a Director, Vice President, Secretary and
Treasurer of BRC. His business address is 4900 Tuttle Crossing Boulevard,
Dublin, Ohio 43016. Terry E. George is a citizen of the United States of
America.
B. David S. Borror's background is described in Item 2(A)(1) above.
C. Douglas G. Borror's background is described in Item 2(A)(2)
above.
D. Terry E. George's background is described in Item 2(A)(3)
above.
E. During the last five years, none of BRC, David S. Borror,
Douglas G. Borror and Terry E. George has been convicted in a criminal
proceeding.
F. During the last five years, none of BRC, David S. Borror,
Douglas G. Borror and Terry E. George was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
THE SPCP REPORTING PERSONS
(a) SPC Fund is a member of SPCP Group and by virtue of such status
may be deemed to be the beneficial owner of the Shares held by SPCP Group.
Silver Point is the investment manager of SPC Fund and by virtue of such status
may be deemed to be the beneficial owner of the Shares held by SPCP Group.
Management is the general partner of Silver Point and by virtue of such status
may be deemed to be the beneficial owner of the Shares held by SPCP Group.
Messrs. Edward A. Mule and Robert J. O'Shea are each members of Management and
by virtue of such status may be deemed to be the beneficial owner of the Shares
held by SPCP Group.
The SPCP Reporting Persons expressly disclaim beneficial ownership of
the Shares held by SPCP Group, except to the extent of any pecuniary interest
therein, and this report shall not be deemed to be an admission that they are
the beneficial owners of such securities.
(b) The address of the principal business office of each of the
Reporting Persons is Two Greenwich Plaza, 1st Floor, Greenwich, Connecticut
06830.
(c) The principal business of Management is serving as the general
partner of Silver Point. The principal business of Messrs. Mule and O'Shea is
serving as members of Management and managing other affiliated entities,
(including Silver Point). The principal business of Silver Point is serving as
an investment manager for private investment funds (including SPC Fund). The
principal business of SPCP Fund and SPCP Group is acquiring, holding, managing
and disposing of investments.
(d) None of the SPCP Reporting Persons has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None of the SPCP Reporting Persons has, during the last five
years, 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 or finding any violation with respect to such laws.
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(f) Management is a limited liability company organized under the
laws of the State of Delaware. Each of Messrs. Mule and O'Shea is a United
States citizen. Each of SPC Fund and Silver Point is a limited partnership
organized under the laws of the State of Delaware. The SPCP Group is a limited
liability company organized under the laws of the State of Delaware.
THE ANGELO GORDON REPORTING PERSONS
The Angelo Gordon Warrant (as defined in Item 3 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, including Silver Oak Capital, L.L.C.
(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 Angelo Gordon 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 BORROR REPORTING PERSONS
Since the date of the initial filing of this Schedule 13D, BRC, David
S. Borror, Douglas G. Borror and Terry E. George have made periodic purchases
and sales of Shares through privately negotiated transactions, through
open-market transactions and indirectly through the Dominion Homes, Inc.
Retirement Plan and Trust, as the case may be. Each of these acquisitions of
Shares has been made for investment purposes using the working capital of BRC
or the personal resources of David S. Borror, Douglas G. Borror and Terry E.
George, as the case may be.
THE SPCP REPORTING PERSONS
On December 29, 2006, Dominion Homes entered into a Third Amended and
Restated Credit Agreement (the "Credit Agreement") by and between Dominion
Homes, The Huntington National Bank, Silver Point Finance, LLC, and the Lenders
from time to time party thereto pursuant to which Dominion Homes received a
secured term loan in the aggregate amount of $235,000,000 of which the Holders
(hereinafter defined) as Original Term B Lenders (the " Original Term B
Lenders") provided $90,000,000 (the "Term B Loans"). In connection with, and in
consideration for, entering into the Credit Agreement and the transactions
contemplated thereby, SPCP Group and Silver Oak Capital, L.L.C. ("Angelo
Gordon" and together with the SPCP Group, the "Holders") simultaneously entered
into a Warrant Purchase Agreement (the "Warrant Purchase Agreement"), by and
among Dominion Homes, SPCP Group and Angelo Gordon pursuant to which Dominion
Homes issued to the Holders warrants to purchase an aggregate of 1,538,235
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Shares at a purchase price of $0.01 per share (the "Warrants"), of which the
SPCP Group has warrants to purchase 769,118 Shares (the "SPCP Group Warrant")
and Silver Oak has warrants to purchase 769,117 Shares (the "Angelo Gordon
Warrant").
Capital of SPCP Group in the amount of $7,691.18 will be used to
purchase the Shares issuable upon exercise of the Warrants; provided, however,
that the Holders may purchase the Shares pursuant to a "cashless exercise" as
set forth in the Warrants, in which case, no capital will be required.
THE ANGELO GORDON REPORTING PERSONS
The Angelo Gordon Warrant was acquired by the AG Funds as part of the
consideration for the Credit Agreement described above. 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.
EACH OF THE BORROR REPORTING PERSONS, THE SPCP REPORTING PERSONS AND THE ANGELO
GORDON REPORTING PERSONS
Numerous events of default have occurred since June 2007 and are
continuing under the Credit Agreement. None of these defaults have been cured
as of the date of this report.
On January 14, 2008, Dominion Homes entered into Amendment No. 6 to the
Credit Agreement, which listed the events of default, reserved all rights of
the Lenders (as defined in the Credit Agreement) with respect thereto and
amended the definition of the "Overadvance Limit" as defined in the Credit
Agreement to mean the lesser of (i) $10,750,000 or such lesser amount as may be
specified by the Senior Administrative Agent (as defined in the Credit
Agreement) and (ii) an amount equal to (x) $210,750,000 minus (y) the aggregate
principal amount of all Term Loans and Revolving Loans outstanding at any time.
On January 18, 2008, Dominion Homes entered into Amendment No. 7 to the
Credit Agreement, which listed the events of default, reserved all rights and
remedies of the Lenders with respect thereto, provided that the Lenders would
not exercise certain of their rights in connection with Dominion Homes'
defaults under the Credit Agreement for a limited period of time not to extend
beyond June 30, 2008, allowed for the change of control contemplated by the
Merger Agreement and amended the definition of "Voluntary
Prepayments/Commitment Reductions" in the Credit Agreement.
On January 18, 2008, Dominion Homes entered into an Agreement and Plan
of Merger (the "Merger Agreement") with Dominion Holding Corp. ("Parent") and
Dominion Merger Corporation, a wholly owned subsidiary of Parent ("Merger
Sub"), pursuant to the terms of which Merger Sub, after the receipt of the
affirmative vote of the holders of a majority of the outstanding Shares and the
satisfaction or wavier of the closing conditions, will be merged with and into
Dominion Homes, with Dominion Homes being the surviving corporation (the
"Merger"). Parent and Merger Sub are owned by affiliates of the SPCP Reporting
Persons and the Angelo Gordon Reporting Persons. A copy of the Merger Agreement
is attached hereto as Exhibit 9.
In connection with the Merger Agreement, on January 18, 2008, BRC
entered into a Roll-Over Commitment Letter Agreement (the "Commitment Letter")
with Silver Oak Capital, L.L.C. ("Angelo Gordon") and SPCP Group, LLC as
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("Silver Point"). A copy of the Commitment Letter is attached hereto as Exhibit
3. Pursuant to the Commitment Letter, BRC committed to subscribe for shares of
common stock of Parent in consideration of BRC's contribution of all of the
Shares held by BRC to Parent. BRC's obligation to make the contribution of the
Shares held by it to Parent will automatically and immediately terminate if the
Merger Agreement is terminated.
In connection with the Merger Agreement, on January 18, 2008, an
affiliate of the SPCP Reporting Persons and an affiliate of the Angelo Gordon
Reporting Persons entered into Equity Commitment Letter Agreements (the "Equity
Commitment Letters") with Parent. A copy of the Equity Commitment Letters are
attached hereto as Exhibit 4. Pursuant to the Equity Commitment Letters, each
affiliate committed to contribute $1,488,309.50 to Parent in connection with
the transactions contemplated by the Merger Agreement. Each such affiliate's
obligations to make the contribution to Parent will automatically and
immediately terminate if the Merger Agreement is terminated.
In connection with the Merger Agreement, on January 18, 2008, an
affiliate of the SPCP Reporting Persons and an affiliate of the Angelo Gordon
Reporting Persons entered into an Interim Stockholders Agreement (the "Interim
Stockholders Agreement") with each other and Parent. A copy of the Interim
Stockholders Agreement is attached hereto as Exhibit 5. Pursuant to the Interim
Stockholders Agreement, each such affiliate agree to act jointly to direct
Parent with respect to its rights and obligations under the Merger Agreement
and each such affiliate agree to (a) satisfy its commitment under its Equity
Commitment Letter, (b) exercise its Warrants and contribute the Shares from the
exercise of such Warrants to Parent prior to the consummation of the Merger and
(c) contribute $10 million of principal amount of Term B Notes (as defined in
the Credit Agreement) to Parent. Merger expenses and any termination fee
received under the Merger Agreement will be shared equally by each such
affiliate. All obligations under the Interim Stockholders Agreement will
terminate upon the earlier of (a) the execution of a definitive stockholders
agreement and (ii) the termination of the Merger Agreement.
As a condition to the willingness of Parent and Merger Sub to enter
into the Merger Agreement, on January 18, 2008, BRC, Douglas G. Borror (with
respect to certain Shares which he beneficially owns) and David S. Borror
(collectively, the "Borror Shareholders") entered into a Voting Agreement (the
"Merger Voting Agreement") with Parent and Merger Sub. A copy of the Merger
Voting Agreement is attached hereto as Exhibit 6. The Merger Voting Agreement
provides that, among other things, at any time that Dominion Homes conducts a
meeting of the holders of the Shares, or otherwise seeks a vote or consent of
the holders of the Shares for the purpose of approving and adopting the Merger
and the actions required in furtherance thereof, the Borror Shareholders shall
vote their Shares, or provide a consent with respect to their Shares, (i) in
favor of the Merger and any other matter necessary for the consummation of the
transactions contemplated by the Merger Agreement, and (ii) against any
"Acquisition Proposal" within the meaning of the Merger Agreement, any
liquidation, dissolution, recapitalization, extraordinary dividend or other
significant corporate reorganization of Dominion Homes or any of its
subsidiaries, any agreement or action by Dominion Homes that would result in a
material breach by Dominion Homes under the Merger Agreement, or any agreement
or action by Dominion Homes that would reasonably be expected to prevent,
impede or delay the transactions contemplated by the Merger Agreement or dilute
the benefits to Parent, Merger Sub and their affiliates of the transactions
contemplated under the Merger Agreement. In addition, pursuant to the Merger
Voting Agreement, the Borror Shareholders granted an irrevocable proxy to such
persons as Parent designates for the purpose of using such voting power as
contemplated in the Merger Voting Agreement. The Merger Voting Agreement
restricts the transfer, or any contract or agreement regarding the transfer, of
the Shares held by the Borror Shareholders and prohibits the creation or
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existence of any "Lien" (within the Meaning of the Merger Agreement), rights of
first refusal or limitations on the Shares held by the Borror Shareholders. The
Merger Voting Agreement further prohibits the granting of any proxy, power of
attorney or other authorization with respect to the Shares held by the Borror
Shareholders, the deposit of such Shares into a voting trust or entering into a
voting agreement with respect to such Shares, or taking any other action that
would in any way restrict or interfere with the performance of the Borror
Shareholders' obligations under the Merger Voting Agreement or make any
representation or warranty of the Borror Shareholders contained in the Merger
Voting Agreement untrue or incorrect. The Merger Voting Agreement terminates
upon the earlier to occur of (i) the closing of the Merger, or (ii) the
termination of the Merger Agreement in accordance with its terms.
Except as set forth above or in Item 6 below, none of the Borror
Reporting Persons, the SPCP Reporting Persons or the Angelo Gordon Persons has
any plans or proposals that relate to, or could result in, any of the matters
referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
THE BORROR REPORTING PERSONS
(a)(b) Beneficial Ownership of Shares:
Shares Percent of
Person Beneficially Owned Outstanding Shares (1)
----------------------- ----------------------- ----------------------
BRC 3,926,324 (2) 46.2%
David S. Borror 3,929,420 (2)(3)(4) 46.2%
Douglas G. Borror 3,987,870 (2)(3)(4) 46.9%
Terry E. George 3,926,324 (2)(3)(4) 46.2%
|
(1) Based on a total of 8,505,737 issued and outstanding Shares.
(2) BRC has shared voting and dispositive power with respect to 3,926,324
Shares owned by BRC. Each of David S. Borror, Douglas G. Borror and Terry E.
George, by virtue of his status as either a director of BRC, an individual
owning voting shares of BRC or a trustee of a trust owning voting shares of
BRC, may be deemed to share voting and dispositive power with respect to the
3,926,324 Shares owned by BRC. See (4) below.
(3) David S. Borror has sole voting and dispositive power with respect to
3,096 Shares.
Douglas G. Borror has sole voting and dispositive power with respect to
61,546 Shares.
Terry E. George has sole voting and dispositive power with respect to 0
Shares.
(4) David S. Borror disclaims beneficial ownership of the 3,926,324 Shares
discussed in (2) above, and this report shall not be deemed an admission that
David S. Borror is the beneficial owner of those Shares for purposes of Section
13(d) or 13(g) or for any other purpose. David S. Borror owns 28.6% of the
issued and outstanding voting shares of BRC and 30.0% of the issued and
outstanding non-voting shares of BRC and is the sole trustee of an irrevocable
trust which owns 11.4% of the issued and outstanding voting shares of BRC and
20.0% of the issued and outstanding non-voting shares of BRC.
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Douglas G. Borror disclaims beneficial ownership of the 3,926,324
Shares discussed in (2) above, and this report shall not be deemed an admission
that Douglas G. Borror is the beneficial owner of those Shares for purposes of
Section 13(d) or 13(g) or for any other purpose. Douglas G. Borror is the sole
trustee of a revocable trust which owns 52.8% of the issued and outstanding
voting shares of BRC and 44.2% of the issued and outstanding non-voting shares
of BRC.
Terry E. George disclaims beneficial ownership of the 3,926,324 Shares
discussed in (2) above, and this report shall not be deemed an admission that
Terry E. George is the beneficial owner of those Shares for purposes of Section
13(d) or 13(g) or for any other purpose. Terry E. George owns 7.1% of the
issued and outstanding voting shares of BRC and 5.9% of the issued and
outstanding non-voting shares of BRC.
Each of the Borror Reporting Persons disclaims beneficial ownership of
any Shares reported by either the SPCP Reporting Persons or the Angelo Gordon
Reporting Persons and this report shall not be deemed an admission that any of
the Borror Reporting Persons are the beneficial owner of those Shares for
purposes of Section 13(d) or 13(g) or for any other purpose.
(c) On November 20, 2007, Dominion Homes withheld 11,445 Shares, at
a price of $1.78 to satisfy Douglas G. Borror's withholding taxes relating to
the vesting of a grant of restricted Shares. There have been no other
transactions with respect to the Shares by any of the Borror Reporting Persons
during the 60-day period preceding January 18, 2008.
(d) Not applicable.
(e) Not applicable.
THE SPCP REPORTING PERSONS
A. Silver Point Capital Management, L.L.C.
(a) Aggregate number of shares beneficially owned: 769,118
Percentage: 8.29%
The calculations of the percentages referred to herein are based on
8,505,737 Shares issued and outstanding as of December 31, 2007, as represented
by Dominion Homes in the Merger Agreement, plus Warrants exercisable by the
SPCP Reporting Persons into 769,118 Shares.
B. Edward A. Mule
(a) Aggregate number of shares beneficially owned: 769,118
Percentage: 8.29%
The calculations of the percentages referred to herein are based on
8,505,737 Shares issued and outstanding as of December 31, 2007, as represented
by Dominion Homes in the Merger Agreement, plus Warrants exercisable by the
SPCP Reporting Persons into 769,118 Shares.
C. Robert J. O'Shea
(a) Aggregate number of shares beneficially owned: 769,118
Percentage: 8.29%
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The calculations of the percentages referred to herein are based on
8,505,737 Shares issued and outstanding as of December 31, 2007, as represented
by Dominion Homes in the Merger Agreement, plus Warrants exercisable by the
SPCP Reporting Persons into 769,118 Shares.
D. Silver Point Capital, L.P.
(a) Aggregate number of shares beneficially owned: 769,118
Percentage: 8.29%
The calculations of the percentages referred to herein are based on
8,505,737 Shares issued and outstanding as of December 31, 2007, as represented
by Dominion Homes in the Merger Agreement, plus Warrants exercisable by the
SPCP Reporting Persons into 769,118 Shares.
E. Silver Point Capital Fund, L.P.
(a) Aggregate number of shares beneficially owned: 769,118
Percentage: 8.29%
The calculations of the percentages referred to herein are based on
8,505,737 Shares issued and outstanding as of December 31, 2007, as represented
by Dominion Homes in the Merger Agreement, plus Warrants exercisable by the
SPCP Reporting Persons into 769,118 Shares.
F. SPCP Group, LLC
(a) Aggregate number of shares beneficially owned: 769,118
Percentage: 8.29%
The calculations of the percentages referred to herein are based on
8,505,737 Shares issued and outstanding as of December 31, 2007, as represented
by Dominion Homes in the Merger Agreement, plus Warrants exercisable by the
SPCP Reporting Persons into 769,118 Shares.
(c) There have been no transactions with respect to the Shares by
any of the SPCP Reporting Persons during the 60-day period preceding January
18, 2008.
(d) SPC Fund is a member of SPCP Group and by virtue of such status
may be deemed to have the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Shares held by SPCP Group. Silver Point is the
investment manager of SPC Fund and by virtue of such status may be deemed to
have the power to direct the receipt of dividends from, or the proceeds from
the sale of, the Shares held by SPCP Group. Management is the general partner
of Silver Point and by virtue of such status may be deemed to have the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Shares held by SPCP Group. Messrs. Edward A. Mule and Robert J. O'Shea are each
members of Management and by virtue of such status may be deemed to have the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the Shares. The SPCP Reporting Persons expressly disclaim beneficial
ownership of the Shares held by SPCP Group, except to the extent of any
pecuniary interest therein, and this report shall not be deemed to be an
admission that they are the beneficial owners of such securities.
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(e) Not applicable.
Each of the SPCP Reporting Persons disclaims beneficial ownership of
any Shares reported by either the Borror Reporting Persons or the Angelo Gordon
Reporting Persons, and this report shall not be deemed an admission that any of
the SPCP Reporting Persons are the beneficial owner of those Shares for
purposes of Section 13(d) or 13(g) or for any other purpose.
THE ANGELO GORDON REPORTING PERSONS
(a) As of January 18, 2008, the Angelo Gordon Reporting Persons are
the indirect beneficial owners of 769,117 Shares issuable upon exercise of the
Angelo Gordon Warrant. Assuming exercise of the Warrant, each of the Reporting
Persons may be deemed to be the beneficial owner of approximately 8.29% of the
total number of Shares outstanding. The calculations of the percentages
referred to herein are based on 8,505,737 Shares issued and outstanding as of
January 18, 2008, plus the exercise of the Angelo Gordon Warrants into 769,117
Shares.
(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
Angelo Gordon 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
Angelo Gordon 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
Angelo Gordon Warrant.
(c) There have been no transactions with respect to the Shares by
any of the Angelo Gordon Reporting Persons during the 60-day period preceding
January 18, 2008.
(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.
Each of the Angelo Gordon Reporting Persons disclaims beneficial
ownership of any Shares reported by either the Borror Reporting Persons or the
SPCP Reporting Persons, and this report shall not be deemed an admission that
any of the Angelo Gordon Reporting Persons are the beneficial owner of those
Shares for purposes of Section 13(d) or 13(g) or for any other purpose.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
THE BORROR REPORTING PERSONS
BRC and its shareholders are parties to a Close Corporation Agreement
(the "BRC Agreement") that governs the operation of BRC and certain relations
among its shareholders. The BRC Agreement provides that all of the voting power
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of the BRC shares is to be exercised by a majority of the directors of BRC, all
of whom will be elected by Douglas G. Borror. David S. Borror has the right to
appoint the directors of BRC in the event Douglas G. Borror dies or becomes
incapacitated and, in such event, it is anticipated that David S. Borror will
appoint an advisory committee of the then existing members of the executive
committee of Dominion Homes to assist him with material decisions affecting
BRC, including issues involving BRC's ownership of Shares.
Under the provisions of the BRC Agreement, David S. Borror is required
to be elected as a director of BRC as long as he continues to hold at least 10%
of the common shares of BRC, absent his removal for "cause" within the meaning
of the BRC Agreement. As long as he continues to hold at least 10% of the
common shares of BRC and as long as BRC has the ability to elect at least two
directors of the Company, BRC also is required to use its best efforts to elect
David S. Borror as a director of the Company. The BRC Agreement generally
prohibits the transfer of common shares of BRC to persons who are not members
of the Borror family unless certain procedures are followed. BRC is required to
repurchase all of the common shares of BRC owned by Terry E. George in the
event of his death or incapacity. BRC also is required to purchase a certain
number of common shares of BRC from the estates of Borror family members. Under
certain conditions, Borror family members who are not employed by BRC have the
right to require BRC to repurchase common shares of BRC held by such family
members. In certain instances, the obligation of BRC to repurchase common
shares of BRC may be assumed by certain Borror family shareholders.
EACH OF THE BORROR REPORTING PERSONS, THE SPCP REPORTING PERSONS AND THE ANGELO
GORDON REPORTING PERSONS
In connection with the Credit Agreement and Warrant Purchase Agreement
(each as described in Item 4), on December 29, 2006, BRC entered into a Voting
Agreement (the "Voting Agreement") with Dominion Homes, an affiliate of the
SPCP Reporting Persons, as a Holder and an Original Term B Lender and an
affiliate of the Angelo Gordon Reporting Persons, as a Holder and an Original
Term B Lender. The Voting Agreement provides, among other things, that, during
all times when the Original Term B Lenders or the Holders, as the case may be,
are entitled to appoint a Designated Board Member, BRC will vote, or cause to
be voted, all Shares beneficially owned by BRC or over which BRC has voting
control to ensure that at each annual or special meeting of shareholders at
which an election or removal of directors is considered, or pursuant to any
written consent, (i) Designated Board Members, that are reasonably acceptable
to a majority of the beneficial owners of BRC, are elected to the Board and
(ii) no Designated Board Member is removed from office, without cause, unless
such removal is directed or approved by the written consent of a majority of
the Original Term B Lenders or the Holders holding a majority of the Warrants,
as applicable.
As described in Item 4, on January 18, 2008 and in connection with the
Merger Agreement, BRC entered into a the Commitment Letter. A copy of the
Commitment Letter is attached hereto as Exhibit 3.
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As described in Item 4, on January 18, 2008 and in connection with the
Merger Agreement, each of an affiliate of the SPCP Reporting Persons and an
affiliate of the Angelo Gordon Reporting Persons entered into the Equity
Commitment Letters with Parent. A copy of the Equity Commitment Letters are
attached hereto as Exhibit 4.
As described in Item 4, on January 18, 2008 and in connection with the
Merger Agreement, an affiliate of the SPCP Reporting Persons and an affiliate
of the Angelo Gordon Reporting Persons entered into an Interim Stockholders
Agreement (the "Interim Stockholders Agreement") with each other and Parent. A
copy of the Interim Stockholders Agreement is attached hereto as Exhibit 5.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
Exhibit 1 - Joint Filing Agreement, dated as of January 23, 2008, by
and among the Borror Reporting Persons, the SPCP Reporting Persons and the
Angelo Gordon Reporting Persons (filed herewith).
Exhibit 2 - Warrant Purchase Agreement, dated as of December 29, 2006,
by and among Dominion Homes, SPCP Group and Angelo Gordon (incorporated by
reference to Exhibit B to the Schedule 13D previously filed by the SPCP
Reporting Persons with the Commission on January 4, 2007.
Exhibit 3 - Roll-Over Commitment Letter Agreement, dated January 18,
2008, by Angelo Gordon and Silver Point and agreed to by BRC (filed herewith).
Exhibit 4 - Equity Commitment Letters between each of Angelo Gordon and
Silver Point and Parent, dated January 18, 2008 (filed herewith).
Exhibit 5 - Interim Stockholders Agreement by and between Angelo
Gordon, Silver Point and Parent, dated January 18, 2008 (filed herewith).
Exhibit 6 - Merger Voting Agreement, dated January 18, 2008, among the
Borror Shareholders, Parent and Merger Sub (filed herewith).
Exhibit 7 - Second Amended and Restated Close Corporation Agreement of
BRC, dated October 4, 2004 (incorporated by reference to Exhibit 2 to the
Schedule 13D/A previously filed with the Commission on January 12, 2007).
Exhibit 8 - Voting Agreement, dated December 29, 2006 among BRC,
Dominion Homes, Silver Point, as both a Holder and an Original Term B Lender,
and Angelo Gordon, as both a Holder and an Original Term B Lender (incorporated
by reference to Exhibit 2 to the Schedule 13D/A previously filed with the
Commission on January 12, 2007).
Exhibit 9 - Agreement and Plan of Merger, dated January 18, 2008, by
and among Parent, Merger Sub and Dominion Homes (incorporated by reference to
the Form 8-K filed by Dominion Homes on January 22, 2008).
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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: January 23, 2008 BRC PROPERTIES INC.
By: /s/ Edward A. Mule
---------------------------------------
Terry E. George
Vice President, Secretary and Treasurer
/s/ David S. Borror
-------------------------------------------
David S. Borror
/s/ Douglas A. Borror
-------------------------------------------
Douglas S. Borror
/s/ Terry E. George
-------------------------------------------
Terry E. George
Date: January 23, 2008 SILVER POINT CAPITAL MANAGEMENT, L.L.C.
/s/ Edward A. Mule
-------------------------------------------
By: Edward A. Mule
Its: Managing Member
/s/ Edward A. Mule
-------------------------------------------
Name: Edward A. Mule, individually
/s/ Robert J. O'Shea
-------------------------------------------
Name: Robert J. O'Shea, individually
|
SILVER POINT CAPITAL, L.P.
By: SILVER POINT CAPITAL MANAGEMENT,
L.L.C., its General Partner
/s/ Edward A. Mule
-------------------------------------------
By: Edward A. Mule
Its: Managing Member
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SILVER POINT CAPITAL FUND, L.P.
By: SILVER POINT CAPITAL, L.P., its
General Partner
By: SILVER POINT CAPITAL MANAGEMENT,
L.L.C., its General Partner
/s/ Edward A. Mule
-----------------------------------
By: Edward A. Mule
Its: Managing Member
|
SPCP GROUP, LLC
By: SILVER POINT CAPITAL FUND, L.P.,
its Managing Member
By: SILVER POINT CAPITAL, L.P.,
its General Partner
By: SILVER POINT CAPITAL MANAGEMENT, L.L.C.,
its General Partner
/s/ Edward A. Mule
-----------------------------------
By: Edward A. Mule
Its: Managing Member
Date: January 23, 2008 ANGELO, GORDON & CO., L.P.
/s/ Edward A. Mule
-------------------------------------------
By: Edward A. Mule
Its: Vice President, Secretary and Treasurer
|
JOHN M. ANGELO
/s/ John M. Angelo
-------------------------------------------
Jonn M. Angelo
|
MICHAEL L. GORDON
/s/ Michael L. Gordon
-------------------------------------------
Michael L. Gordon
|
Dominion Homes (MM) (NASDAQ:DHOM)
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Dominion Homes (MM) (NASDAQ:DHOM)
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から 2 2024 まで 2 2025
