UNITED
STATES
|
SECURITIES
AND EXCHANGE COMMISSION
|
Washington, D.C. 20549
|
SCHEDULE
13D
|
Under the Securities
Exchange Act of 1934
(Amendment No. 1)*
(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
2,709,802 (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
2,709,802 (See Item 5)
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,709,802 (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)
7.7%
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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
2,709,802 (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
2,709,802 (See Item 5)
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,709,802 (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)
7.7%
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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.
|
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)
|
|
8.
|
Shared Voting Power
2,709,802 (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
2,709,802 (See Item 5)
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|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
2,709,802 (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)
7.7%
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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.
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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.
|
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
2,709,802 (See Item 5)
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|
9.
|
Sole Dispositive Power
0 (See Item 5)
|
|
10.
|
Shared Dispositive Power
2,709,802 (See Item 5)
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
2,709,802 (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)
7.7%
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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.
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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
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7.
|
Sole Voting Power
0 (See Item 5)
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|
8.
|
Shared Voting Power
2,709,802 (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
2,709,802 (See Item 5)
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|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
2,709,802 (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)
7.7%
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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.
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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
|
|
|
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
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
|
Sole Voting Power
0 (See Item 5)
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|
8.
|
Shared Voting Power
2,709,802 (See Item 5)
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9.
|
Sole Dispositive Power
0 (See Item 5)
|
|
10.
|
Shared Dispositive Power
2,709,802 (See Item 5)
|
|
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
2,709,802 (See Item 5)
|
|
|
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)
7.7%
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14.
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Type of Reporting Person
(See Instructions)
IN
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7
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)
Rodger R. Krouse
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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
|
|
|
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
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|
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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)
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8.
|
Shared Voting Power
2,709,802 (See Item 5)
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9.
|
Sole Dispositive Power
0 (See Item 5)
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|
10.
|
Shared Dispositive Power
2,709,802 (See Item 5)
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
2,709,802 (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)
7.7%
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14.
|
Type of Reporting Person
(See Instructions)
IN
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8
This
Amendment No. 1 hereby amends the Statement on Schedule 13D initially filed on
December 20, 2007 (the
Schedule 13D
) by 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
) (collectively, the
Reporting Persons
)
with respect to the Common Stock, par value $0.01 per share (the
Common
Stock
) of Accuride Corporation, a Delaware corporation (the
Issuer
)
as follows:
Items
5 and 7 of the Schedule 13D are hereby amended to the extent hereinafter
expressly set forth. All capitalized
terms used and not expressly defined herein have the respective meanings
ascribed to such terms in the Schedule 13D.
9
Item 5.
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Interest in Securities of the Issuer
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(a) (b) On January 2, 2008, the Reporting Persons
purchased shares of the Common Stock increasing the total number of shares
owned by the Reporting Persons on such date to 2,591,802 shares of the Common
Stock or approximately 7.3% of the Issuers outstanding Common Stock. On
January 3, 2008, the Reporting Persons purchased additional shares of the
Common Stock increasing the total number of shares owned by the Reporting
Persons on the date hereof to 2,709,802 shares of the Common Stock or
approximately 7.7 % of the Issuers outstanding Common Stock.
(c)
Except for the transactions described herein or in
the Schedule 13D, there have been no other transactions in the securities of
the Issuer effected by the Reporting Persons during the past 60 days. On December
21, 2007, the Reporting Persons purchased 50,000 shares of Common Stock at an
average purchase price per share of $8.00. On December 24, 2007, the
Reporting Persons purchased 30,500 shares of Common Stock at an average purchase
price per share of $8.21. On December 26, 2007, the Reporting Persons
purchased 50,000 shares of Common Stock at an average purchase price per
share of $8.70. On December 27, 2007, the Reporting Persons purchased 75,000
shares of Common Stock at an average purchase price per share of $8.28. On
December 28, 2007, the Reporting Persons purchased 75,000 shares of Common
Stock at an average purchase price per share of $8.37. On December 31, 2007,
the Reporting Persons purchased 25,000 shares of Common Stock at an average
purchase price per share of $7.79 On January 2, 2008, the Reporting Persons
purchased 84,900 shares of Common Stock at an average purchase price per
share of $8.04. On January 3, 2008, the Reporting Persons purchased 118,000
shares of Common Stock at an average purchase price per share of $7.88. The 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.
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10
Item 7.
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Material to Be Filed as Exhibits
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Exhibit A
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Joint Filing Agreement, dated December 20, 2007, by and among each of
the Reporting Persons (incorporated by reference to Exhibit A to the Schedule
13D filed by the Reporting Persons on December 20, 2007)
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Exhibit B
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Power of Attorney, dated
December 29, 2006, by and among the Reporting Persons. (incorporated by
reference to Exhibit B to the Schedule 13D filed by the Reporting Persons on
December 20, 2007)
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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: January
3, 2008
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SCSF Equities, LLC
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By :
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*
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Name:
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Marc J. Leder
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Its:
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Co-CEO
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Sun Capital Securities Offshore Fund, Ltd.
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By :
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*
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Name:
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Marc J. Leder
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Its:
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Director
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Sun Capital Securities Fund, LP
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By:
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Sun Capital Securities Advisors, LP
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Its:
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General Partner
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By:
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Sun Capital Securities, LLC
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Its:
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General Partner
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By :
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*
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Name:
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Marc J. Leder
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Its:
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Co-CEO
|
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Sun Capital Securities Advisors, LP
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By:
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Sun Capital Securities, LLC
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Its:
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General Partner
|
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By :
|
*
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Name:
|
Marc J. Leder
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Its:
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Co-CEO
|
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Sun Capital Securities, LLC
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By :
|
*
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Name:
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Marc J. Leder
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Its:
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Co-CEO
|
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*
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Marc J. Leder
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*
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Rodger R. Krouse
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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: January 3, 2008
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*By:
|
/s/ Brian J.
Gavsie, Attorney in Fact
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Brian J. Gavsie
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12