Accuride Corp - Statement of Beneficial Ownership (SC 13D)
December 20 2007 - 5:16PM
Edgar (US Regulatory)
UNITED
STATES
|
SECURITIES
AND EXCHANGE COMMISSION
|
Washington, D.C. 20549
|
SCHEDULE
13D
|
Under the Securities
Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
Common
Stock, $0.01 par value per share
(Title of Class of Securities)
(CUSIP Number)
Brian
M. Kabot
SCSF
Equities, LLC
5200
Town Center Circle, Suite 600
Boca
Raton, Florida 33486
(561)
394-0550
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
-with
a copy to-
Clifford
E. Neimeth, Esq.
Greenberg
Traurig, LLP
The
MetLife Building
200
Park Avenue
New
York, NY 10166
(212)
801-9200
(Date of Event which
Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
o
Note
: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See §240.13d-7 for other
parties to whom copies are to be sent.
*
The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 004398103
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
SCSF Equities, LLC
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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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 (See
Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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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
0 (See Item 5)
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8.
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Shared Voting Power
2,201,402 (See Item 5)
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9.
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Sole Dispositive Power
0 (See Item 5)
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10.
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Shared Dispositive Power
2,201,402 (See Item 5)
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,201,402 (See Item 5)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
6.2%
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14.
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Type of Reporting Person
(See Instructions)
PN
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2
CUSIP No. 004398103
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Sun Capital Securities Offshore Fund, Ltd.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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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 (See
Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Cayman Islands
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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
0 (See Item 5)
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8.
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Shared Voting Power
2,201,402 (See Item 5)
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9.
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Sole Dispositive Power
0 (See Item 5)
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10.
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Shared Dispositive Power
2,201,402 (See Item 5)
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,201,402 (See Item 5)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
6.2%
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14.
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Type of Reporting Person
(See Instructions)
CO
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3
CUSIP No. 004398103
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Sun Capital Securities Fund, L.P.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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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 (See
Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0 (See Item 5)
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|
8.
|
Shared Voting Power
2,201,402 (See Item 5)
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9.
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Sole Dispositive Power
0 (See Item 5)
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10.
|
Shared Dispositive Power
2,201,402 (See Item 5)
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|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
2,201,402 (See Item 5)
|
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|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
6.2%
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14.
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Type of Reporting Person
(See Instructions)
PN
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4
CUSIP No. 004398103
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Sun Capital Securities Advisors, LP
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2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
|
o
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(b)
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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 (See
Instructions)
OO
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5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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|
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6.
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0 (See Item 5)
|
|
8.
|
Shared Voting Power
2,201,402 (See Item 5)
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9.
|
Sole Dispositive Power
0 (See Item 5)
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10.
|
Shared Dispositive Power
2,201,402 (See Item 5)
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
2,201,402 (See Item 5)
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|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
|
Percent of Class
Represented by Amount in Row (11)
6.2%
|
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14.
|
Type of Reporting Person
(See Instructions)
PN
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5
CUSIP No. 004398103
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|
1.
|
Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Sun Capital Securities, LLC
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|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
|
o
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(b)
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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 (See
Instructions)
OO
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5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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|
|
6.
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0 (See Item 5)
|
|
8.
|
Shared Voting Power
2,201,402 (See Item 5)
|
|
9.
|
Sole Dispositive Power
0 (See Item 5)
|
|
10.
|
Shared Dispositive Power
2,201,402 (See Item 5)
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|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
2,201,402 (See Item 5)
|
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|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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|
13.
|
Percent of Class
Represented by Amount in Row (11)
6.2%
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14.
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Type of Reporting Person
(See Instructions)
PN
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6
CUSIP No. 004398103
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Marc J. Leder
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2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
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|
(a)
|
o
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(b)
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x
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3.
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SEC Use Only
|
|
|
4.
|
Source of Funds (See
Instructions)
OO
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|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0 (See Item 5)
|
|
8.
|
Shared Voting Power
2,201,402 (See Item 5)
|
|
9.
|
Sole Dispositive Power
0 (See Item 5)
|
|
10.
|
Shared Dispositive Power
2,201,402 (See Item 5)
|
|
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
2,201,402 (See Item 5)
|
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13.
|
Percent of Class
Represented by Amount in Row (11)
6.2%
|
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14.
|
Type of Reporting Person
(See Instructions)
IN
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7
CUSIP No. 004398103
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1.
|
Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Rodger R. Krouse
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2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
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|
(a)
|
o
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|
(b)
|
x
|
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|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See
Instructions)
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0 (See Item 5)
|
|
8.
|
Shared Voting Power
2,201,402 (See Item 5)
|
|
9.
|
Sole Dispositive Power
0 (See Item 5)
|
|
10.
|
Shared Dispositive Power
2,201,402 (See Item 5)
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
2,201,402 (See Item 5)
|
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13.
|
Percent of Class
Represented by Amount in Row (11)
6.2%
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
IN
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8
Item 1.
|
Security and Issuer
|
|
The class of equity security to which this
statement relates is the common stock, $0.01 par value (the
Common Stock
),
of Accuride Corporation, a Delaware corporation (the
Issuer
). The name and address of the principal
executive offices of the Issuer are:
|
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7140 Office Circle
Evansville, Indiana 47715
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Item 2.
|
Identity and Background
|
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This
statement is being jointly filed by each of the following persons pursuant to
Rule 13d-1(k) promulgated by the Securities and Exchange Commission (
Commission
)
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended
(the
Exchange Act
): SCSF Equities, LLC, a Delaware limited liability
company (
SCSF Equities
), Sun Capital Securities Offshore Fund, Ltd.,
a Cayman Islands corporation (
Sun Offshore Fund
), Sun Capital
Securities Fund, LP, a Delaware limited partnership (
Sun Securities Fund
),
Sun Capital Securities Advisors, LP, a Delaware limited partnership (
Sun
Advisors
), Sun Capital Securities, LLC, a Delaware limited liability
company (
Sun Capital Securities
), Marc J. Leder (
Leder
) and
Rodger R. Krouse (
Krouse
).
Leder and Krouse may each be deemed to control SCSF Equities, Sun
Securities Fund and Sun Advisors, as Leder and Krouse each own 50% of the
membership interests in Sun Capital Securities, which in turn is the general
partner of Sun Advisors, which in turn is the general partner of Sun
Securities Fund, which in turn is the managing member of SCSF Equities. Leder and Krouse may each be deemed to
control Sun Offshore Fund by virtue of them being the only two directors of
Sun Offshore Fund. Sun Offshore Fund,
in turn, owns a majority of the membership interests of SCSF Equities. SCSF Equities, Sun Offshore Fund, Sun
Securities Fund, Sun Advisors, Sun Capital Securities, Leder and Krouse are
collectively referred to as the
Reporting Persons
.
|
|
The
principal business address of each of the Reporting Persons is 5200 Town
Center Circle, Suite 600, Boca Raton, Florida 33486.
|
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SCSF
Equities, Sun Offshore Fund, Sun Securities Fund, Sun Advisors and Sun
Capital Securities are each principally engaged in making investments. Leder and Krouse are principally engaged in
merchant banking and the acquisition and operation of middle market
companies.
|
|
During
the past five years, none of the Reporting Persons and, to the knowledge of
the Reporting Persons, none of the executive officers or directors of the
Reporting Persons, if applicable, 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 or finding any
violation with respect to such laws.
|
9
|
Certain
information with respect to the executive officers and directors of the
Reporting Persons, if applicable, is set forth on SCHEDULE A attached hereto.
|
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|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
|
The Reporting Persons are all affiliated with Sun
Securities Fund and Sun Offshore Fund, which are private equity funds formed
for the purpose of making investments in public and private securities. The source of funds is capital committed by
the limited partners of these funds, who are not themselves necessarily
affiliates of the funds.
|
|
The information set forth in Item 4 of this
Schedule 13D is hereby incorporated herein by reference.
|
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|
Item 4.
|
Purpose of Transaction
|
|
The
shares of Common Stock were acquired as part of the proprietary trading
strategy of the Reporting Persons. The
Reporting Persons intend to optimize the value of its investments and,
therefore, will review from time to time the Issuers business affairs, financial
position, and contractual rights and obligations. Based on such evaluation and review, as
well as general economic, industry, and market conditions existing at the
time, the Reporting Persons may consider from time to time various
alternative courses of action. Such
actions may include the acquisition or disposition of the Common Stock or
other securities through open market transactions, privately negotiated
transactions, a tender offer, a merger, an exchange offer, or otherwise. Except as set forth herein, the Reporting
Persons have no present plans or proposals that relate to or that would
result in any of the actions specified in clauses (a) through (j) of Item 4
of Schedule 13D.
|
|
The information set forth in Item 3 of this Schedule
13D is hereby incorporated herein by reference.
|
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|
Item 5.
|
Interest in Securities of the Issuer
|
|
(a) (b) On December 10, 2007, the Reporting Persons
purchased shares of the Common Stock increasing the total number of shares
owned by the Reporting Persons to 1,784,420 shares of the Common Stock or
approximately 5.1% of the Issuers outstanding Common Stock. Since December 10, 2007, the Reporting
Persons have purchased 416,982 additional shares of the Common Stock. As of the date hereof, the Reporting
Persons beneficially own and have sole power to vote and sole power of
disposition over 2,201,402 shares of the Common Stock of the Issuer, or
approximately 6.2% of the Issuers outstanding Common Stock.
(c)
The dates of the transactions, the amounts of such
securities involved in such transactions, and the average price per share of
Common Stock for such transactions on such dates for all purchases and sales
of Common Stock made by the Reporting Persons in the past 60 days are set
forth in SCHEDULE B
|
10
|
attached hereto. Unless otherwise indicated on SCHEDULE B,
all transactions were effected by SCSF Equities and were open market
purchases on the New York Stock Exchange, Inet ECN, Pacific Stock Exchange,
NASDAQ, or Chicago Stock Exchange.
|
|
(d)
Except
as stated within this Item 5, to the knowledge of the Reporting Persons, only
the Reporting Persons have the right to receive or the power to direct the
receipt of dividends from, or proceeds from the sale of, the shares of Common
Stock of the Issuer reported by this statement.
|
|
(e)
Inapplicable.
|
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|
Item 6.
|
Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
|
|
Except for the agreements described above or in
response to Items 3 and 4 of this Schedule 13D, which are hereby incorporated
herein by reference, to the best knowledge of the Reporting Persons, there
are no contracts, arrangements, understandings, or relationships (legal or
otherwise) between the persons enumerated in Item 2 of this Schedule 13D, and
any other person, with respect to any securities of the Issuer, including,
but not limited to, transfer or voting of any of the securities, finders
fees, joint ventures, loan or option agreements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of
proxies.
|
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|
Item 7.
|
Material to Be Filed as Exhibits
|
|
Schedule A
Additional Information
Required by Item 2 of this Schedule 13D.
Schedule B
Transactions
of Common Stock of the Issuer by the Reporting Persons in the past 60 days.
Exhibit A
Joint Filing
Agreement, dated December 20, 2007, by and among each of the Reporting
Persons.
Exhibit B
Power of
Attorney, dated December 29, 2006, by and among the Reporting Persons.
|
11
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: December
20, 2007
|
SCSF Equities, LLC
|
|
|
|
By :
|
*
|
|
Name:
|
Marc J. Leder
|
|
Its:
|
Co-CEO
|
|
|
|
Sun Capital Securities Offshore Fund, Ltd.
|
|
|
|
By :
|
*
|
|
Name:
|
Marc J. Leder
|
|
Its:
|
Director
|
|
|
|
Sun Capital Securities Fund, LP
|
|
|
|
By:
|
Sun Capital Securities Advisors, LP
|
|
Its:
|
General Partner
|
|
|
|
By:
|
Sun Capital Securities, LLC
|
|
Its:
|
General Partner
|
|
|
|
By :
|
*
|
|
Name:
|
Marc J. Leder
|
|
Its:
|
Co-CEO
|
|
|
|
Sun Capital Securities Advisors, LP
|
|
|
|
By:
|
Sun Capital Securities, LLC
|
|
Its:
|
General Partner
|
|
|
|
By :
|
*
|
|
Name:
|
Marc J. Leder
|
|
Its:
|
Co-CEO
|
|
|
|
Sun Capital Securities, LLC
|
|
|
|
By :
|
*
|
|
Name:
|
Marc J. Leder
|
|
Its:
|
Co-CEO
|
|
|
|
|
*
|
|
Marc J. Leder
|
|
|
|
|
*
|
|
Rodger R. Krouse
|
The undersigned, by signing his name hereto, does sign
and execute this Schedule 13D pursuant to the Limited Power of Attorney
executed by the above Reporting Persons and incorporated by reference hereto on
behalf of the Reporting Persons.
Dated: December 20, 2007
|
*By:
|
/s/ Brian J.
Gavsie, Attorney in Fact
|
|
|
|
Brian J. Gavsie
|
|
12
SCHEDULE A
SCSF EQUITIES, LLC
Set forth below is the name and
business address of each manager of SCSF Equities. Each such person is a citizen of the United
States of America.
Name
|
|
Title
|
|
Address
|
Marc
J. Leder
|
|
Co-CEO
|
|
5200
Town Center Circle, Suite 600 Boca Raton, Florida 33486
|
Rodger
R. Krouse
|
|
Co-CEO
|
|
5200
Town Center Circle, Suite 600 Boca Raton, Florida 33486
|
SUN CAPITAL SECURITIES OFFSHORE FUND, LTD.
Set
forth below is the name and business address of each manager of Sun Offshore
Fund. Each such person is a citizen of
the United States of America.
Name
|
|
Title
|
|
Address
|
Marc
J. Leder
|
|
Director
|
|
5200
Town Center Circle, Suite 600 Boca Raton, Florida 33486
|
Rodger
R. Krouse
|
|
Director
|
|
5200
Town Center Circle, Suite 600 Boca Raton, Florida 33486
|
SUN CAPITAL SECURITIES, LLC
Set
forth below is the name and business address of each manager of Sun Capital
Securities. Each such person is a
citizen of the United States of America.
Name
|
|
Title
|
|
Address
|
Marc
J. Leder
|
|
Co-CEO
|
|
5200
Town Center Circle, Suite 600 Boca Raton, Florida 33486
|
Rodger
R. Krouse
|
|
Co-CEO
|
|
5200
Town Center Circle, Suite 600 Boca Raton, Florida 33486
|
13
Annex I
Background Information Regarding Affiliates of the Reporting Persons
Having
No Direct or Indirect Beneficial Ownership of Common Stock of the
Issuer
Sun
Capital Partners, Inc. (
Sun Capital
), an affiliate of the
Reporting Persons (with no direct or indirect beneficial ownership or other
voting or dispositive power or pecuniary interest in any investments made by
the Reporting Persons in the Common Stock), is a leading private investment
firm focused on equity, debt and other investments in multi-sector,
market-leading companies that can benefit from its in-house operating
professionals, experience and network.
Sun Capitals affiliates typically invest in companies which have a
leading market position and name/brand recognition in their industry, long-term
competitive advantages, and significant barriers to entry. Since Sun Capitals inception in 1995, its
affiliates have invested in and managed more than 145 companies worldwide in a
broad and diverse range of industries, including paper and packaging, food and
beverages, metals and mining, automotive after-market parts, consumer products,
financial services, healthcare, media and communications, building products,
telecommunications, technology, retailing and catalogs, filmed entertainment,
restaurants, manufacturing and industrial. Sun Capital has offices in Boca
Raton, Los Angeles and New York, as well as affiliates with offices in London,
Tokyo, and Shenzhen.
14
SCHEDULE B
Transactions in the Common Stock of Issuer by
Reporting Persons in the past 60 days
Date
of Transaction
|
|
Shares
Purchased
|
|
Average Purchase
Price per Share
|
|
|
|
|
|
12/04/2007
|
|
62,100
|
|
$7.46
|
12/05/2007
|
|
50,000
|
|
$7.57
|
12/06/2007
|
|
50,000
|
|
$7.64
|
12/07/2007
|
|
30,000
|
|
$7.79
|
12/10/2007
|
|
25,000
|
|
$7.72
|
12/11/2007
|
|
25,000
|
|
$8.12
|
12/12/2007
|
|
25,000
|
|
$7.94
|
12/13/2007
|
|
68,882
|
|
$7.20
|
12/14/2007
|
|
50,000
|
|
$7.16
|
12/17/2007
|
|
50,000
|
|
$7.15
|
12/18/2007
|
|
30,500
|
|
$7.24
|
12/19/2007
|
|
100,000
|
|
$7.36
|
12/20/2007
|
|
67,600
|
|
$7.42
|
|
|
|
|
|
|
|
|
|
|
15
EXHIBIT A
SCHEDULE 13D JOINT FILING AGREEMENT
In
accordance with the requirements of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended, and subject to the limitations set
forth therein, the parties set forth below agree to jointly file the Schedule
13D to which this joint filing agreement is attached, and have duly executed
this joint filing agreement as of the date set forth below.
Dated:
|
December 20,
2007
|
|
SCSF Equities, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
*
|
|
|
|
Name:
|
Marc
J. Leder
|
|
|
|
Its:
|
Co-CEO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sun Capital Securities Offshore Fund, Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
*
|
|
|
|
Name:
|
Marc
J. Leder
|
|
|
|
Its:
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sun Capital Securities Fund, LP
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
Sun
Capital Securities Advisors, LP
|
|
|
Its:
|
General
Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
Sun
Capital Securities, LLC
|
|
|
|
Its:
|
General
Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
*
|
|
|
|
Name:
|
Marc
J. Leder
|
|
|
|
Its:
|
Co-CEO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sun Capital Securities Advisors, LP
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
Sun
Capital Securities, LLC
|
|
|
Its:
|
General
Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
*
|
|
|
|
Name:
|
Marc
J. Leder
|
|
|
|
Its:
|
Co-CEO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SCSF Capital Securities, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
*
|
|
|
|
Name:
|
Marc
J. Leder
|
|
|
|
Its:
|
Co-CEO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
|
Marc
J. Leder
|
|
|
|
|
|
|
|
*
|
|
|
|
Rodger
R. Krouse
|
|
|
|
|
|
|
|
|
|
The
undersigned, by signing his name hereto, does sign and execute this Joint
Filing Agreement pursuant to the Limited Power of Attorney executed by the
above Reporting Persons and incorporated by reference hereto on behalf of the
Reporting Persons.
16
Dated:
December 20, 2007
|
*By:
|
/s/
Brian J. Gavsie, Attorney in Fact
|
|
|
|
Brian J.
Gavsie
|
|
17
EXHIBIT B
POWER OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS
, that the undersigned hereby constitutes and
appoints each of Bruce I. March and Brian J. Gavsie signing singly, the
undersigneds true and lawful attorney-in-fact to: (i) execute for and on
behalf of the undersigned, in the undersigneds capacity as an officer and/or
director and/or owner of greater than 10% of the outstanding Common Stock of
SCSF Equities, LLC, a Delaware limited liability (the Company), Forms 3, 4
and 5 in accordance with Section 16(a) of the Securities Exchange Act
of 1934 and the rules thereunder as well as a Schedule 13D or Schedule 13G
and any amendments thereto; (ii) do and perform any and all acts for and
on behalf of the undersigned which may be necessary or desirable to complete
and execute any such Form 3, 4 or 5 and Schedule 13D or Schedule 13G and
any amendments thereto and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or similar authority,
including the New York Stock Exchange and the Nasdaq Global Select Market; and (iii) take
any other action of any type whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-facts discretion.
The
undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-facts
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted. Each of the
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigneds responsibilities to comply with Section 16
of the Securities Exchange Act of 1934.
This
Power of Attorney shall remain in full force and effect until each of the
undersigned is no longer required to file Forms 3, 4 and 5 or Schedule 13D or
Schedule 13G with respect to the undersigneds holdings of and transactions in
securities issued by the Company unless earlier revoked by each of the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
This
Power of Attorney shall be governed by and construed in accordance with the
laws of the State of Florida, without giving effect to any principles of
conflicts of laws.
18
IN WITNESS WHEREOF
, each of the undersigned
has caused his or its name to be hereto signed and these presents to be
acknowledged by its duly elected and authorized officer this 29
th
day of December, 2006.
|
|
SCSF Equities, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Rodger R. Krouse
|
|
|
|
Name:
|
Rodger
R. Krouse
|
|
|
|
Its:
|
Co-CEO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sun Capital Securities Offshore Fund, Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Rodger R. Krouse
|
|
|
|
Name:
|
Rodger
R. Krouse
|
|
|
|
Its:
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sun Capital Securities Fund, LP
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
Sun
Capital Securities Advisors, LP
|
|
|
Its:
|
General
Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
Sun
Capital Securities, LLC
|
|
|
|
Its:
|
General
Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Rodger R. Krouse
|
|
|
|
Name:
|
Rodger
R. Krouse
|
|
|
|
Its:
|
Co-CEO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sun Capital Securities Advisors, LP
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
Sun
Capital Securities, LLC
|
|
|
Its:
|
General
Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Rodger R. Krouse
|
|
|
|
Name:
|
Rodger
R. Krouse
|
|
|
|
Its:
|
Co-CEO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SCSF Capital Securities, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Rodger R. Krouse
|
|
|
|
Name:
|
Rodger
R. Krouse
|
|
|
|
Its:
|
Co-CEO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Marc J. Leder
|
|
|
|
Marc
J. Leder
|
|
|
|
|
|
|
|
/s/ Rodger R. Krouse
|
|
|
|
Rodger
R. Krouse
|
|
|
|
|
|
|
|
|
19
Notarization
for Marc J. Leder
STATE
OF FLORIDA )
)
ss:
COUNTY OF PALM BEACH )
The
foregoing instrument was acknowledged before me this 29
th
day of
December, 2006, by Marc J. Leder.
|
|
/S/ JANINE GORDON
|
|
|
Signature
of Notary Public-State of Florida
|
(NOTARY SEAL)
|
|
|
|
|
Janine
Gordon
|
|
|
Name
of Notary Typed, Printed, or Stamped
|
|
|
|
|
|
|
Personally
Known
x
|
|
Produced
Identification
|
Type
of Identification Produced
|
|
|
Notarization
for Marc J. Leder
STATE
OF FLORIDA )
)
ss:
COUNTY OF PALM BEACH )
The
foregoing instrument was acknowledged before me this 29
th
day of
December, 2006, by Rodger R. Krouse.
|
|
/S/ JANINE GORDON
|
|
|
Signature
of Notary Public-State of Florida
|
(NOTARY SEAL)
|
|
|
|
|
Janine
Gordon
|
|
|
Name
of Notary Typed, Printed, or Stamped
|
|
|
|
|
|
|
Personally
Known
x
|
|
Produced
Identification
|
Type
of Identification Produced
|
|
|
20
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