- Amended Statement of Beneficial Ownership (SC 13D/A)
01 Februar 2012 - 2:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
(CUSIP Number)
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Red Mountain Capital Partners LLC
Attn: Willem Mesdag
10100 Santa Monica Boulevard, Suite 925
Los Angeles, California
90067
Telephone (310) 432-0200
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
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 13d-7 for other parties to whom copies are to be sent.
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*
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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.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 78478V100
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SCHEDULE 13D/A
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PAGE 2 OF 9 PAGES
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Red Mountain
Capital Partners LLC 73-1726370
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF
FUNDS
*
AF (See Item
3)
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
P
URSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
4,110,011 shares (See Item 5)
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8
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SHARED VOTING POWER
None (See Item 5)
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9
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SOLE DISPOSITIVE POWER
4,110,011 shares (See Item 5)
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10
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SHARED DISPOSITIVE POWER
None (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
4,110,011
shares (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
9.9% (See Item
5)
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14
.
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TYPE OF REPORTING
PERSON*
OO – Limited Liability Company
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* See Instructions
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CUSIP No. 78478V100
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SCHEDULE 13D/A
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PAGE 3 OF 9 PAGES
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Red Mountain
Capital Partners II, L.P. 20-4117535
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF
FUNDS
*
WC (See Item
3)
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
P
URSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF SHARES
BENEFICIALL
Y
OWNED BY
EACH REPORTING
PERSON
WITH
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7
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|
SOLE VOTING POWER
4,110,011 shares (See Item 5)
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8
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SHARED VOTING POWER
None (See Item 5)
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9
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SOLE DISPOSITIVE POWER
4,110,011 shares (See Item 5)
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10
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SHARED DISPOSITIVE POWER
None (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
4,110,011
shares (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
9.9% (See Item
5)
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14
.
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TYPE OF REPORTING
PERSON*
PN – Limited Partnership
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* See Instructions
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CUSIP No. 78478V100
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SCHEDULE 13D/A
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PAGE 4 OF 9 PAGES
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RMCP GP LLC
20-4442412
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF
FUNDS
*
AF (See Item
3)
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
P
URSUANT TO ITEMS
2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
4,110,011 shares (See Item 5)
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8
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SHARED VOTING POWER
None (See Item 5)
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9
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SOLE DISPOSITIVE POWER
4,110,011 shares (See Item 5)
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10
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SHARED DISPOSITIVE POWER
None (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
4,110,011
shares (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
9.9% (See Item
5)
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14
.
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TYPE OF REPORTING
PERSON*
OO – Limited Liability Company
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* See Instructions
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CUSIP No. 78478V100
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SCHEDULE 13D/A
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PAGE 5 OF 9 PAGES
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Red Mountain
Capital Management, Inc. 13-4057186
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF
FUNDS
*
AF (See Item
3)
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
P
URSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
|
7
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|
SOLE VOTING POWER
4,110,011 shares (See Item 5)
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8
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SHARED VOTING POWER
None (See Item 5)
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9
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SOLE DISPOSITIVE POWER
4,110,011 shares (See Item 5)
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10
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SHARED DISPOSITIVE POWER
None (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
4,110,011
shares (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
9.9% (See Item
5)
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14
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TYPE OF REPORTING
PERSON*
CO – Corporation
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* See Instructions
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CUSIP No. 78478V100
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SCHEDULE 13D/A
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PAGE 6 OF 9 PAGES
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Willem
Mesdag
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF
FUNDS
*
AF (See Item
3)
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
P
URSUANT TO ITEMS
2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
U.S. Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
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|
7
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SOLE VOTING POWER
4,110,011 shares (See Item 5)
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|
|
8
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SHARED VOTING POWER
None (See Item 5)
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|
|
9
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SOLE DISPOSITIVE POWER
4,110,011 shares (See Item 5)
|
|
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10
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SHARED DISPOSITIVE POWER
None (See Item 5)
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
4,110,011
shares (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
9.9% (See Item
5)
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14
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TYPE OF REPORTING
PERSON*
IN – Individual
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* See Instructions
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CUSIP No. 78478V100
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SCHEDULE 13D/A
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PAGE 7 OF 9 PAGES
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This Amendment No. 2 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”)
on August 15, 2011, as amended by Amendment No. 1 thereto, filed with the SEC on October 11, 2011, (together, this “Schedule 13D”), by (i) Red Mountain Capital Partners LLC, a Delaware limited liability company
(“RMCP LLC”), (ii) Red Mountain Capital Partners II, L.P., a Delaware limited partnership (“RMCP II”), (iii) RMCP GP LLC, a Delaware limited liability company (“RMCP GP”), (iv) Red Mountain Capital
Management, Inc., a Delaware corporation (“RMCM”), and (v) Willem Mesdag, a natural person and citizen of the United States of America, with respect to the common stock, par value $0.01 per share (the “Common Stock”), of STR
Holdings, Inc., a Delaware corporation (“STRI”). RMCP LLC, RMCP II, RMCP GP, RMCM and Mr. Mesdag are sometimes collectively referred to herein as the “Reporting Persons.” The filing of any amendment to this Schedule 13D
(including the filing of this Amendment No. 2) shall not be construed to be an admission by the Reporting Persons that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule
13d-2 of the Securities Exchange Act of 1934, as amended.
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ITEM 4.
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PURPOSE OF TRANSACTION
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Item 4 of
this Schedule 13D is hereby amended by adding the following:
On January 31, 2012, RMCP LLC sent a letter (the
“Letter to Management”) to Dennis L. Jilot, the Executive Chairman of the Board of Directors of STRI. In the Letter to Management, RMCP LLC called for, among other things, the addition of J. Christopher Teets to STRI’s Board of
Directors and the retirement of up to three of the current directors that had been appointed by DLJ Merchant Banking Partners. The foregoing description of the Letter to Management is qualified in its entirety by reference to the full text of the
Letter to Management, a copy of which is attached hereto as Exhibit 2 and is incorporated herein by reference.
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ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS
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Item 7 of this Schedule 13D is hereby amended to include the following information:
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Exhibit No.
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Description of Exhibit
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2
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Letter to Management, dated as of January 31, 2012, sent by RMCP LLC to Dennis L. Jilot, Chairman of the Board of STRI (filed herewith).
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CUSIP No. 78478V100
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SCHEDULE 13D/A
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PAGE 8 OF 9 PAGES
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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.
Dated: February 1, 2012
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RED MOUNTAIN CAPITAL PARTNERS LLC
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/s/ Willem Mesdag
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By:
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Willem Mesdag
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Title:
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Authorized Signatory
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RED MOUNTAIN CAPITAL PARTNERS II, L.P.
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By:
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RMCP GP LLC, its general partner
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/s/ Willem Mesdag
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By:
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Willem Mesdag
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Title:
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Authorized Signatory
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RMCP GP LLC
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/s/ Willem Mesdag
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By:
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Willem Mesdag
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Title:
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Authorized Signatory
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RED MOUNTAIN CAPITAL MANAGEMENT, INC.
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/s/ Willem Mesdag
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By:
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Willem Mesdag
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Title:
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President
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WILLEM MESDAG
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/s/ Willem Mesdag
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CUSIP No. 78478V100
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SCHEDULE 13D/A
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PAGE 9 OF 9 PAGES
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EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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1
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Joint Filing Agreement, dated as of August 15, 2011, by and among the Reporting Persons (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Reporting
Persons with the SEC on August 15, 2011).
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2
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Letter to Management, dated as of January 31, 2012, sent by RMCP LLC to Dennis L. Jilot, Chairman of the Board of STRI (filed herewith).
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