Chesapeake Corp /VA/ - Amended Statement of Beneficial Ownership (SC 13D/A)
July 31 2008 - 6:03AM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act
of 1934
(Amendment No. 2)*
(Name of Issuer)
Common
Stock, $1.00 par value
(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-
Gerald T. Nowak
Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, IL 60601
(312) 861-2000
(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 Rule 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).
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CUSIP
No.
165159104
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1.
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Names of Reporting Persons
SCSF Equities, LLC
20-2978626
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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)
00
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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
1,239,273 (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
1,239,273 (See Item 5)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,239,273 (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)
6.0%
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14.
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Type
of Reporting Person (See Instructions)
PN
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2
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CUSIP
No.
165159104
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1.
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Names of Reporting Persons
Sun Capital Securities Offshore Fund, Ltd.
20-4202392
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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)
00
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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
1,239,273 (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
1,239,273 (See Item 5)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,239,273 (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)
6.0%
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14.
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Type
of Reporting Person (See Instructions)
CO
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3
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CUSIP
No.
165159104
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1.
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Names of Reporting Persons
Sun Capital Securities Fund, LP
20-0768577
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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)
00
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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
1,239,273 (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
1,239,273 (See Item 5)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,239,273 (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)
6.0%
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14.
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Type
of Reporting Person (See Instructions)
PN
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4
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CUSIP
No.
165159104
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1.
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Names of Reporting Persons
Sun Capital Securities Advisors, LP
20-0768517
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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)
00
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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
1,239,273 (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
1,239,273 (See Item 5)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,239,273 (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)
6.0%
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14.
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Type
of Reporting Person (See Instructions)
PN
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5
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CUSIP
No.
165159104
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1.
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Names of Reporting Persons
Sun Capital Securities, LLC
20-0768441
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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)
00
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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
1,239,273 (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
1,239,273 (See Item 5)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,239,273 (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)
6.0%
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14.
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Type
of Reporting Person (See Instructions)
PN
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6
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CUSIP
No.
165159104
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1.
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Names of Reporting Persons
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
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4.
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Source
of Funds (See Instructions)
00
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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
United States
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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
1,239,273 (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
1,239,273 (See Item 5)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,239,273 (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.
|
Percent
of Class Represented by Amount in Row (11)
6.0%
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14.
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Type
of Reporting Person (See Instructions)
IN
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7
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CUSIP
No.
165159104
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1.
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Names of Reporting Persons
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
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4.
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Source
of Funds (See Instructions)
00
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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
United States
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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
1,239,273 (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
1,239,273 (See Item 5)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,239,273 (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)
6.0%
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14.
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Type
of Reporting Person (See Instructions)
IN
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8
This Amendment No. 2 hereby
amends the Statement on Schedule 13D (the “
Schedule 13D
”) previously
filed on August 13, 2007, as amended by Amendment No. 1 previously filed
on August 21, 2007, by SCSF Equities, LLC, a Delaware limited liability
company, Sun Capital Securities Offshore Fund, Ltd., a Cayman Islands
corporation, Sun Capital Securities Fund, LP, a Delaware limited partnership,
Sun Capital Securities Advisors, LP, a Delaware limited partnership, Sun
Capital Securities, LLC, a Delaware limited liability company, Marc J. Leder
and Rodger R. Krouse (collectively, the “
Reporting Persons
”) with
respect to the common stock, par value $1.00 per share (the “
Common Stock
”)
of Chesapeake Corporation, a Virginia corporation (the “
Issuer
”) as
follows:
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Item 5.
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Interest
in Securities of the Issuer.
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(a)–(b)
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On July 25,
2008, the Reporting Persons sold shares of Common Stock decreasing the total
number of shares owned by the Reporting Persons to 1,633,873 shares of Common
Stock, or approximately 7.9% of the Issuer’s outstanding Common Stock.
As of the date hereof,
the Reporting Persons beneficially own, and have shared power to vote and
shared disposition over, 1,239,273 shares of Common Stock, or approximately
6.0% of the Issuer's outstanding Common Stock.
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(c)
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There have been no
transactions in the securities of the Issuer effected by the Reporting
Persons in the last 60 days except for the following transactions: (i) on
July 23, 2008 the Reporting Persons sold 17,713 shares of Common Stock at an
average price per share of $2.03, decreasing the total number of shares owned
by the Reporting Persons to 1,943,938 shares of Common Stock, (ii) on July
24, 2008 the Reporting Persons sold 50,000 shares of Common Stock at an
average price per share of $1.90, decreasing the total number of shares owned
by the Reporting Persons to 1,893,938 shares of Common Stock, (iii) on July
25, 2008 the Reporting Persons sold 260,065 shares of Common Stock at an
average price per share of $2.05, decreasing the total number of shares owned
by the Reporting Persons to 1,633,873 shares of Common Stock, (iv) on July
28, 2008 the Reporting Persons sold 134,700 shares of Common Stock at an
average price per share of $1.84, decreasing the total number of shares owned
by the Reporting Persons to 1,499,173 shares of Common Stock, (v) on July 29,
2008 the Reporting Persons sold 121,300 shares of Common Stock at an average
price per share of $1.81, decreasing the total number of shares owned by the
Reporting Persons to 1,377,873 shares of Common Stock, and (vi) on July 30,
2008 the Reporting Persons sold 138,600 shares of Common Stock at an average
price per share of $1.74, decreasing the total number of shares owned by the
Reporting Persons to 1,239,273 shares of Common Stock.
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Item 6.
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Material to be Filed as
Exhibits
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Exhibit A
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Joint Filing
Agreement, dated July 30, 2008, by and among each of the Reporting Persons.
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9
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.
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Dated: July 30, 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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*
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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, 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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*
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Name:
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Marc J. Leder
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*
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Name:
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Rodger R. Krouse
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10
The
undersigned, by signing his name hereto, does sign and execute this Schedule
13D pursuant to the Power of Attorney executed by the above Reporting Persons
and previously filed on behalf of the Reporting Persons.
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Dated: July 30, 2008
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*By:
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/s/
Brian M. Kabot
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Attorney in Fact
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Brian M. Kabot
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11
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 all amendments thereto, and have duly
executed this joint filing agreement as of the date set forth below.
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Dated: July 30, 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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Co-CEO
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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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*
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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, 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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*
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Name:
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Marc J. Leder
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*
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Name:
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Rodger R. Krouse
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The undersigned, by signing
his name hereto, does sign and execute this Joint Filing Agreement pursuant to
the Power of Attorney executed by the above Reporting Persons and previously filed
on behalf of the Reporting Persons.
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Dated: July 30, 2008
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*By:
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/s/
Brian M. Kabot
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Attorney in Fact
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Brian M. Kabot
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