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OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
*
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Accuride Corporation
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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004398103
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(Cusip Number)
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December 31, 2007
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(Date of Event which Requires Filing of this
Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is
filed:
*
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 the disclosures provided in a prior
cover page.
The
information required in 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).
(Continued on following pages)
Page
1 of 12 Pages
Exhibit Index Found on Page 12
13G
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Tinicum Capital Partners II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,497,500 Shares, which is 9.9% of the class of
securities. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover
page.
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
-0-
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|
6
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SHARED VOTING POWER
3,479,398
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
3,479,398
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,479,398
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|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
9.9%
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|
12
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TYPE OF REPORTING PERSON (See
Instructions)
PN
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|
|
|
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Page
2 of 12 Pages
13G
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Tinicum Capital Partners II Parallel Fund,
L.P.
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|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,497,500 Shares, which is 9.9% of the class of
securities. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover
page.
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3
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SEC USE ONLY
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|
4
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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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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
18,102
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
18,102
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,102
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0%
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12
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TYPE OF REPORTING PERSON (See
Instructions)
PN
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Page
3 of 12 Pages
13G
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Tinicum Lantern II, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,497,500 Shares, which is 9.9% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
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3
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SEC USE ONLY
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|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
-0-
|
|
6
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SHARED VOTING POWER
3,497,500
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7
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SOLE DISPOSITIVE POWER
-0-
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|
8
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SHARED DISPOSITIVE POWER
3,497,500
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,497,500
|
|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
9.9%
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12
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TYPE OF REPORTING PERSON (See
Instructions)
OO
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Page
4 of 12 Pages
13G
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Terence M. O’Toole
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,497,500 Shares, which is 9.9% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
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3
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SEC USE ONLY
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4
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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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5
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SOLE VOTING POWER
-0-
|
|
6
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SHARED VOTING POWER
3,497,500
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7
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SOLE DISPOSITIVE POWER
-0-
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|
8
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SHARED DISPOSITIVE POWER
3,497,500
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|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,497,500
|
|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
9.9%
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12
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TYPE OF REPORTING PERSON (See
Instructions)
IN
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Page
5 of 12 Pages
13G
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Eric M. Ruttenberg
|
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an
aggregate of 3,497,500 Shares, which is 9.9% of the class of
securities. The reporting person on this cover page, however, may be
deemed a beneficial owner only of the securities reported by it on this
cover page.
|
|
3
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SEC USE ONLY
|
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
3,497,500
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
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SHARED DISPOSITIVE POWER
3,497,500
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,497,500
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See
Instructions)
[
]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
9.9%
|
|
12
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TYPE OF REPORTING PERSON (See
Instructions)
IN
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|
|
|
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Page
6 of 12 Pages
This Amendment No. 2 to Schedule 13G amends and restates in its entirety
the Schedule 13G initially filed on November 22, 2006 (collectively with all amendments
thereto, the “Schedule 13G”).
Item
1.
Issuer
Accuride Corporation (the “Company”)
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(b)
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Address of Issuer’s Principal Executive
Offices
:
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7140 Office Circle, Evansville, Indiana 47715
Item 2.
Identity And Background
Title Of Class Of Securities And CUSIP Number (Item 2(d) and
(e)
)
This statement relates to shares of Common Stock, par value $0.01 per
share (the “Shares”), of the Company. The CUSIP number of the Shares is
004398103.
Name Of Persons Filing, Address Of Principal Business Office And
Citizenship (Item 2(a), (b) and (c))
This statement is filed by the entities and persons listed below, all of
whom together are referred to herein as the “Reporting Persons.”
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(i)
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Tinicum Capital Partners II, L.P., a Delaware limited
partnership (“TCP II”), with respect to the Shares held by
it;
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(ii)
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Tinicum Capital Partners II Parallel Fund, L.P., a
Delaware limited partnership (“Parallel Fund”), with
respect to the Shares held by it;
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(iii)
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Tinicum Lantern II, L.L.C., a Delaware limited liability
company which is the general partner of each of TCP II and Parallel
Fund (the “General Partner”), with respect to the Shares
held by TCP II and Parallel Fund;
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(iv)
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Terence M. O’Toole, a United States citizen and a
managing member of the General Partner (“O’Toole”),
with respect to the Shares held by TCP II and Parallel Fund;
and
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(v)
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Eric M. Ruttenberg, a United States citizen and a
managing member of the General Partner (“Ruttenberg”), with
respect to the Shares held by TCP II and Parallel Fund.
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Page
7 of 12 Pages
TCP II and Parallel Fund are together referred to herein as the
“Funds”. O’Toole and Ruttenberg are together referred to herein as
the “Individual Reporting Persons”.
The citizenship of each of the Reporting Persons is set forth above. The
address of the principal business office of each of the Reporting Persons is 800 Third
Avenue, 40
th
Floor, New York, New York 10022.
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Item 3.
If This Statement Is
Filed Pursuant To Sections 240.13d-1(b) or 240.13d-2(b) or
(c),
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Check Whether The Person Filing Is An Entity
Specified In (a) - (j):
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Not Applicable.
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Item 4.
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If This Statement Is Filed Pursuant To Section
240.13d-1(c), Check This Box.
x
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Ownership
The information required by Items 4(a) - (c) and set forth in Rows 5
through 11 of the cover page for each Reporting Person hereto is incorporated herein by
reference for each such Reporting Person.
The Shares reported hereby for each of the Funds are owned directly by
such Fund. The General Partner, as general partner to each of the Funds, may be deemed
to be the beneficial owner of all such Shares owned by the Funds. The Individual
Reporting Persons, as managing members of the General Partner, may each be deemed to be
the beneficial owner of all such Shares owned by the Funds.
Each of the General Partner and the Individual Reporting Persons
hereby disclaims any beneficial ownership of any such Shares.
Item
5.
Ownership Of Five Percent Or Less Of A Class
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
Not Applicable.
Item
8.
Identification And Classification Of Members Of The
Group
The Reporting Persons are filing this Schedule 13G pursuant to Section
240.13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person above,
the Reporting Persons neither disclaim nor affirm the existence of a group among
them.
Item 9.
Notice Of Dissolution Of Group
Page
8 of 12 Pages
Not Applicable.
Item
10.
Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above 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.
Page
9 of 12 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated:
February 14, 2008
/s/ Eric M. Ruttenberg
TINICUM LANTERN II, L.L.C.,
On its own behalf and
as the General Partner of
TINICUM CAPITAL PARTNERS II, L.P. and
TINICUM CAPITAL PARTNERS II PARALLEL FUND, L.P.
By Eric M. Ruttenberg,
Managing Member
/s/ Terence M. O’Toole
Terence M. O’Toole
/s/ Eric M. Ruttenberg
Eric M. Ruttenberg
Page
10 of 12 Pages
EXHIBIT INDEX
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EXHIBIT 2
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Joint Acquisition Statement Pursuant to Section
240.13d-1(k)
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Page
11 of 12 Pages
EXHIBIT 2
to
SCHEDULE 13G
JOINT
ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition statements.
The undersigned acknowledge that each shall be responsible for the timely filing of
such amendments, and for the completeness and accuracy of the information concerning
him, her or it contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other entities or persons, except to the
extent that he, she or it knows or has reason to believe that such information is
inaccurate.
Dated:
February 14, 2008
/s/ Eric M. Ruttenberg
TINICUM LANTERN II, L.L.C.,
On its own behalf and
as the General Partner of
TINICUM CAPITAL PARTNERS II, L.P. and
TINICUM CAPITAL PARTNERS II PARALLEL FUND, L.P.
By Eric M. Ruttenberg,
Managing Member
/s/ Terence M. O’Toole
Terence M. O’Toole
/s/ Eric M. Ruttenberg
Eric M. Ruttenberg
Page
12 of 12 Pages