|
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Advisors,
LLC
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
*
(a)
¨
(b)
x
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
|
6
|
|
SHARED VOTING POWER
552,866 (See item 4)
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
552,866 (See item 4)
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
552,866 (See item 4)
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
*
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
6.6% (See item 4)
|
|
12
|
|
TYPE OF REPORTING PERSON
*
IA
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 2 of 15
|
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Multi-Strategy Advisors,
LLC
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
*
(a)
¨
(b)
x
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
|
6
|
|
SHARED VOTING POWER
322,975 (See item 4)
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
322,975 (See item 4)
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
322,975 (See item 4)
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
*
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
3.8% (See item 4)
|
|
12
|
|
TYPE OF REPORTING PERSON
*
IA
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 3 of 15
|
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Multi-Strategy Partners,
L.P.
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
*
(a)
¨
(b)
x
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
|
6
|
|
SHARED VOTING POWER
322,975 (See item 4)
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
322,975 (See item 4)
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
322,975 (See item 4)
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
*
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
3.8% (See item 4)
|
|
12
|
|
TYPE OF REPORTING PERSON
*
PN
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 4 of 15
|
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Multi-Strategy Fund,
L.P.
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
*
(a)
¨
(b)
x
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
|
6
|
|
SHARED VOTING POWER
322,975 (See item 4)
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
322,975 (See item 4)
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
322,975 (See item 4)
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
*
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
3.8% (See item 4)
|
|
12
|
|
TYPE OF REPORTING PERSON
*
PN
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 5 of 15
|
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Multi-Strategy Fund,
Ltd.
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
*
(a)
¨
(b)
x
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
|
6
|
|
SHARED VOTING POWER
322,975 (See item 4)
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
322,975 (See item 4)
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
322,975 (See item 4)
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
*
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
3.8% (See item 4)
|
|
12
|
|
TYPE OF REPORTING PERSON
*
CO
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 6 of 15
|
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Credit Arbitrage
Advisors, LLC
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
*
(a)
¨
(b)
x
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
|
6
|
|
SHARED VOTING POWER
229,891 (See item 4)
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
229,891 (See item 4)
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
229,891 (See item 4)
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
*
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
2.7% (See item 4)
|
|
12
|
|
TYPE OF REPORTING PERSON
*
IA
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 7 of 15
|
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Credit Arbitrage
Partners, L.P.
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
*
(a)
¨
(b)
x
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
|
6
|
|
SHARED VOTING POWER
229,891 (See item 4)
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
229,891 (See item 4)
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
229,891 (See item 4)
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
*
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
2.7% (See item 4)
|
|
12
|
|
TYPE OF REPORTING PERSON
*
PN
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 8 of 15
|
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Credit Arbitrage Fund,
L.P.
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
*
(a)
¨
(b)
x
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
|
6
|
|
SHARED VOTING POWER
229,891 (See item 4)
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
229,891 (See item 4)
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
229,891 (See item 4)
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
*
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
2.7% (See item 4)
|
|
12
|
|
TYPE OF REPORTING PERSON
*
PN
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 9 of 15
|
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Credit Arbitrage Fund,
Ltd.
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
*
(a)
¨
(b)
x
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
|
6
|
|
SHARED VOTING POWER
229,891 (See item 4)
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
229,891 (See item 4)
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
229,891 (See item 4)
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
*
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
2.7% (See item 4)
|
|
12
|
|
TYPE OF REPORTING PERSON
*
CO
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 10 of 15
Item 1.
Phosphate
Holdings Incorporated
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
100 Webster Circle, Suite 4
Madison, MS 39110
Item 2.
|
|
(a)
|
Name of Person Filing
|
This
statement is filed by:
|
|
(i)
|
Whitebox Advisors, LLC, a Delaware limited liability company (“WA”);
|
|
|
(ii)
|
Whitebox Multi-Strategy Advisors, LLC, a Delaware limited liability company (“WMSA”);
|
|
|
(iii)
|
Whitebox Multi-Strategy Partners, L.P., a British Virgin Islands limited partnership (“WMSP”);
|
|
|
(iv)
|
Whitebox Multi-Strategy Fund, L.P., a Delaware limited partnership (“WMSFLP”);
|
|
|
(v)
|
Whitebox Multi-Strategy Fund, Ltd., a British Virgin Islands international business company (“WMSFLTD”);
|
|
|
(vi)
|
Whitebox Credit Arbitrage Advisors, LLC, a Delaware limited liability company (“WCRAA”);
|
|
|
(vii)
|
Whitebox Credit Arbitrage Partners, L.P., a British Virgin Islands limited partnership (“WCRAP”);
|
|
|
(viii)
|
Whitebox Credit Arbitrage Fund , L.P., a Delaware limited partnership (“WCRAFLP”);
|
|
|
(ix)
|
Whitebox Credit Arbitrage Fund, Ltd., a British Virgin Islands international business company (“WCRAFLTD”);
|
|
|
(b)
|
Address of Principal Business Office or, if none, Residence
|
The address of the business office of WA, WMSA, WMSFLP, WCRAA, and WCRAFLP is:
3033 Excelsior Boulevard
Suite 300
Minneapolis, MN 55416
The address of the business office of WMSP, WMSFLTD, WCRAP, and WCRAFLTD is:
Appleby Corporate Services (BVI) Limited
Jayla Place, P.O. Box 3190
Road Town, Tortola, British Virgin Islands
WA, WMSA, WMSFLP,
WCRAA, and WCRAFLP are organized under the laws of the State of Delaware; WMSP, WMSFLTD, WCRAP, and WCRAFLTD are organized under the laws of the British Virgin Islands.
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 11 of 15
|
|
(d)
|
Title of Class of Securities
|
Common Stock
71922F102
|
Item 3.
|
If this statement is filed pursuant to §§ 240.23d-1(b) or 240.23d-2(b) or (c), check whether the person filing is a:
|
|
|
(a)
¨
|
Broker or dealer registered under section 15 of the Act.
|
|
|
(b)
¨
|
Bank as defined in section 3(a)(6) of the Act.
|
|
|
(c)
¨
|
Insurance company as defined in section 3(a)(19) of the Act.
|
|
|
(d)
¨
|
Investment company registered under section 8 of the Investment Company Act of 1940.
|
|
|
(e)
x
|
An investment adviser in accordance with § 240.23d-1(b)(1)(ii)(E).
|
|
|
(f)
¨
|
An employee benefit plan or endowment fund in accordance with § 240.23d-1(b)(1)(ii)(F).
|
|
|
(g)
¨
|
A parent holding company or control person in accordance with § 240.23d-1(b)(1)(ii)(G).
|
|
|
(h)
¨
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
|
(i)
¨
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
|
|
|
(j)
¨
|
Group, in accordance with § 240.23d-1(b)(1)(ii)(J).
|
|
|
(a)
|
Amount Beneficially Owned
|
WA, acting as an investment adviser to its client, is deemed to be the beneficial owner of 552,866 shares of
Common Stock of the Company.
WMSA, is deemed to beneficially own 322,975 Shares of Common Stock of the company.
WMSP is deemed to beneficially own 322,975 shares of Common Stock as a result of its ownership of
Common Stock of the company
WMSFLP is deemed to beneficially own 322,975 shares of Common Stock as a result of its indirect ownership of
Common Stock of the company
WMSFLTD is deemed to beneficially own 322,975 shares
of Common Stock as a result of its indirect ownership
Of Common Stock of the company
WCRAA, is deemed to beneficially own 229,891 Shares of Common Stock of the company.
WCRAP is deemed to beneficially own 229,891 shares of Common Stock as a result of its ownership of
Common Stock of the company
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 12 of 15
WCRAFLP is deemed to beneficially own 229,891 shares of Common Stock as a result of its indirect
ownership of
Common Stock of the company
WCRAFLTD is deemed to beneficially own 229,891 shares of Common Stock as a result of its indirect ownership Of Common Stock of the company
As a result of the relationship described in this statement, each of WA, WMSA, WMSFLP, WMSFLTD, WCRAA, WCRAFLP, and WCRAFLTD may be
deemed to possess indirect beneficial ownership of the shares of Common Stock beneficially owned by each of WMSP and WCRAP.
WA, WMSA, WMSFLP, WMSFLTD, WCRAA, WCRAFLP, and WCRAFLTD each disclaim indirect beneficial ownership of the shares of Common Stock except
to the extent of their pecuniary interest in such shares.*
Based on the relationships described herein, these entities may be
deemed to constitute a “group” within the meaning Of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934. The filing of this statement shall not be construed as An admission that WA, WMSA, WMSP, WMSFLP, WMSFLTD, WCRAA, WCRAP,
WCRAFLP, and WCRAFLTD are a group, Or have agreed to act as a group.*
WA
beneficially owns 6.6 % of the company’s Common Stock.*
WMSA is deemed to beneficially own 3.8 % of the
company’s Common Stock
WMSP is deemed to beneficially own 3.8 % of the company’s Common Stock
WMSFLP is deemed to beneficially own 3.8 % of the company’s Common Stock
WMSFLTD is deemed to beneficially own 3.8 % of the company’s Common Stock
WCRAA is deemed to beneficially own 2.7 % of the company’s Common Stock
WCRAP is deemed to beneficially own 2.7 % of the company’s Common Stock
WCRAFLP is deemed to beneficially own 2.7 % of the company’s Common Stock
WCRAFLTD is deemed to beneficially own 2.7 % of the company’s Common Stock
The percentage of Common Stock reportedly owned by each entity herein is based on 8,400,000 shares of outstanding Common Stock of the
Company, which is the total number of shares issued and outstanding On September 30, 2012.
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote
|
0
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 13 of 15
|
|
(ii)
|
Shared power to vote or to direct the vote
|
WA has shared voting power with respect to 552,866 shares of the Issuer’s Common Stock.
WMSA, WMSP, WMSFLP, and WMSFLTD, have shared voting power with respect to 322,975 Shares of the Company’s Common Stock.
WCRAA, WCRAP, WCRAFLP, and WCRAFLTD have shared voting power with respect to 229,891 Shares of the Company’s Common Stock.
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
WA has shared voting power with respect to 552,866 shares of the Issuer’s Common Stock.
WMSA, WMSP, WMSFLP, and WMSFLTD have shared voting power with respect to 322,975 Shares of the Company’s Common Stock.
WCRAA, WCRAP, WCRAFLP, and WCRAFLTD have shared voting power with respect to 229,891 Shares of the Company’s Common Stock.
Instruction.
For computations regarding securities which represent a right to acquire an underlying security
see
§240.23d3(d)(1).
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following
¨
*.
Instruction.
Dissolution of a group requires a response to this item.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not Applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
Not Applicable
|
Item 8.
|
Identification and Classification of Members of the Group
|
See Item 2
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 14 of 15
|
Item 9.
|
Notice of Dissolution of Group
|
Not Applicable
By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
|
|
02/13/13
|
|
Date
|
|
|
|
/s/ Clint B. Semm
|
|
Signature
|
|
|
|
Clint B. Semm as Chief Financial Officer of Whitebox Advisors, LLC.
|
|
Name/Title
|
The original statement shall be signed by each person on whose behalf the statement is filed or his
authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf
of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
NOTE
: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits.
See
§ 240.23d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
** SEE
INSTRUCTION BEFORE FILLING OUT **
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