Mtc Technologies Inc - Amended Statement of Ownership (SC 13G/A)


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

MTC TECHNOLOGIES, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

55377A106

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

þ Rule 13d-1(b)

o Rule 13d-1(c)

o Rule 13d-1(d)

* 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).


CUSIP No.		55377A106


1	NAMES OF REPORTING PERSONS Double Black Diamond Offshore LDC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5	SOLE VOTING POWER

NUMBER OF			775,988

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			775,988

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	775,988

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		55377A106


1	NAMES OF REPORTING PERSONS Carlson Capital, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			1,029,911

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,029,911

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,029,911

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IA, PN


CUSIP No.		55377A106


1	NAMES OF REPORTING PERSONS Asgard Investment Corp.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			1,029,911

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,029,911

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,029,911

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		55377A106


1	NAMES OF REPORTING PERSONS Clint D. Carlson


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S. Citizen

		5	SOLE VOTING POWER

NUMBER OF			1,029,911

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,029,911

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,029,911

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

SCHEDULE 13G AMENDMENT NO.1

This Amendment No. 1 (this “Amendment”) to Schedule 13G (the “Schedule 13G”) is being filed on behalf of (i) Double Black Diamond Offshore LDC, a Cayman exempted company (“DBD Offshore”), (ii) Carlson Capital, L.P., a Delaware limited partnership (“Carlson Capital”), the investment manager to DBD Offshore and other private investment funds and managed accounts (the “Accounts”), (iii) Asgard Investment Corp., a Delaware corporation, the general partner to Carlson Capital (“Asgard”) and (iv) Mr. Clint D. Carlson, the president of Asgard (collectively, the “Reporting Persons”).

This Amendment is being filed to amend and restate Items 2(a), 2(c) and 4 in their entirety as follows:


Item 2(a)		Name of Person Filing.

This Schedule 13G (the “Schedule 13G”) is being filed on behalf of each of the following persons (each a “Reporting Person”):

	(i)		Carlson Capital, L.P.;

	(ii)		Asgard Investment Corp.;

	(iii)		Clint D. Carlson; and

	(iv)		Double Black Diamond Offshore LDC


Item 2(c)		Citizenship or Place of Organization.

	(i)		Carlson Capital, L.P. is a Delaware limited partnership.

	(ii)		Asgard Investment Corp. is a Delaware corporation.

	(iii)		Mr. Carlson is a United States citizen.

	(iv)		Double Black Diamond Offshore LDC is a Cayman Islands exempted company.


Item 4		Ownership .

(a) Mr. Carlson, Carlson Capital and Asgard report beneficial ownership of 1,029,911 Shares, and DBD Offshore reports beneficial ownership of 775,988 Shares.

(b) Mr. Carlson, Carlson Capital and Asgard report beneficial ownership of 6.8% and DBD Offshore reports beneficial ownership of 5.1%, of the Issuer’s outstanding Shares, which such percentages were calculated by dividing (i) the 1,029,911 Shares owned by Mr. Carlson, Carlson Capital and Asgard (which represents the Shares held by DBD Offshore and the Accounts), and the 775,988 Shares owned by DBD Offshore (which represents the Shares it holds), respectively, by (ii) 15,147,906 Shares outstanding as reported in the Agreement and Plan of Merger, dated December 21, 2007, entered into by the Issuer and the other parties thereto.

(c) Mr. Carlson, Carlson Capital and Asgard, for the account of DBD Offshore and each of the Accounts, has the power to vote and dispose of the aggregate 1,029,911 Shares held by DBD Offshore and the Accounts. DBD Offshore, for its own account, has the power to vote and dispose of 775,988 Shares.

The filing of this statement on Schedule 13G shall not be construed as an admission that Mr. Carlson, Carlson Capital and Asgard are for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the Shares held by DBD Offshore and the Accounts. Pursuant to Rule 13d-4, Mr. Carlson, Carlson Capital and Asgard disclaim all such beneficial ownership.


Exhibits		Exhibit 1

Joint Filing Agreement by and among Double Black Diamond Offshore LDC, Carlson Capital, L.P., Asgard Investment Corp. and Clint D. Carlson.

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.

Date: March 7, 2008


		DOUBLE BLACK DIAMOND OFFSHORE LDC

		By:		Carlson Capital, L.P., its investment manager

		By:		Asgard Investment Corp., its general partner

		By:		/s/ Clint D. Carlson

		Name:		Clint D. Carlson
		Title:		President

		CARLSON CAPITAL, L.P.
		By:		Asgard Investment Corp., its general partner

		By:		/s/ Clint D. Carlson

		Name:		Clint D. Carlson
		Title:		President

		ASGARD INVESTMENT CORP.

		By:		/s/ Clint D. Carlson

		Name:		Clint D. Carlson
		Title:		President

		/s/ Clint D. Carlson

		Clint D. Carlson

EXHIBIT INDEX


Exhibit
No.		Description

1		Joint Filing Agreement by and among Double Black Diamond Offshore LDC, Carlson Capital, L.P., Asgard Investment Corp. and Clint D. Carlson.