UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Xerium
Technologies, Inc.
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
(CUSIP
Number)
Marc
Saiontz
American
Securities LLC
The
Chrysler Center
666
Third Avenue
New
York, NY 10017
(212)
476-8000
Copy
to:
Michael
Lubowitz, Esq.
Weil,
Gotshal & Manges LLP
767
Fifth Avenue
New
York, NY 10153
(212) 310-8000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the
following box .
Note:
Schedules filed in
paper format shall include a signed original and five copies of the schedule,
including all exhibits. See § 240.13d-7(b) for other parties to whom
copies are to be sent.
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* 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.
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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).
SCHEDULE
13D
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CUSIP No.
98416J118
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Page 2 of 13
Pages
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1
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NAME
OF REPORTING PERSONS
AS
INVESTORS, LLC (See Item 2)
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
x
(b)
o
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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
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
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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
|
7
|
SOLE
VOTING POWER
0
(See Item 5)
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8
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SHARED
VOTING POWER
2,050,464
(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
2,050,464
(See Item 5)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,050,464
(See Item 5)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
(See Item 5)
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14
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TYPE
OF REPORTING PERSON (See Instructions)
OO
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SCHEDULE
13D
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CUSIP No.
98416J118
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Page 3 of 13
Pages
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1
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NAME
OF REPORTING PERSONS
AMERICAN
SECURITIES PARTNERS V, L.P. (See Item 2)
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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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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
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
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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
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SHARED
VOTING POWER
2,050,464
(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
2,050,464
(See Item 5)
|
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,050,464
(See Item 5)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
(See Item 5)
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14
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TYPE
OF REPORTING PERSON (See Instructions)
PN
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SCHEDULE
13D
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CUSIP No.
98416J118
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Page 4 of 13
Pages
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1
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NAME
OF REPORTING PERSONS
AMERICAN
SECURITIES PARTNERS V(B), L.P. (See Item 2)
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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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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
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
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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
2,050,464
(See Item 5)
|
|
9
|
SOLE
DISPOSITIVE POWER
0
(See Item 5)
|
|
10
|
SHARED
DISPOSITIVE POWER
2,050,464
(See Item 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,050,464
(See Item 5)
|
|
12
|
CHECK
BOX 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)
13.7%
(See Item 5)
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14
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TYPE
OF REPORTING PERSON (See Instructions)
PN
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SCHEDULE
13D
|
CUSIP No.
98416J118
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Page 5 of 13
Pages
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1
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NAME
OF REPORTING PERSONS
AMERICAN
SECURITIES PARTNERS V(C), L.P. (See Item 2)
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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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
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
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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
2,050,464
(See Item 5)
|
|
9
|
SOLE
DISPOSITIVE POWER
0
(See Item 5)
|
|
10
|
SHARED
DISPOSITIVE POWER
2,050,464
(See Item 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,050,464
(See Item 5)
|
|
12
|
CHECK
BOX 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)
13.7%
(See Item 5)
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14
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TYPE
OF REPORTING PERSON (See Instructions)
PN
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SCHEDULE
13D
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CUSIP No.
98416J118
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Page 6 of 13
Pages
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1
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NAME
OF REPORTING PERSONS
AMERICAN
SECURITIES ASSOCIATES V, LLC (See Item 2)
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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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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
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
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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
2,050,464
(See Item 5)
|
|
9
|
SOLE
DISPOSITIVE POWER
0
(See Item 5)
|
|
10
|
SHARED
DISPOSITIVE POWER
2,050,464 (See
Item 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,050,464
(See Item 5)
|
|
12
|
CHECK
BOX 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)
13.7%
(See Item 5)
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14
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TYPE
OF REPORTING PERSON (See Instructions)
OO
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US_ACTIVE:433956190814845.0020
SCHEDULE
13D
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CUSIP No.
98416J118
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Page 7
of 13 Pages
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1
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NAME
OF REPORTING PERSONS
AMERICAN
SECURITIES LLC (See Item 2)
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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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
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
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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
2,050,464 (See
Item 5)
|
|
9
|
SOLE
DISPOSITIVE POWER
0
(See Item 5)
|
|
10
|
SHARED
DISPOSITIVE POWER
2,050,464
(See Item 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,050,464
(See Item 5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
(See Item 5)
|
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14
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TYPE
OF REPORTING PERSON (See Instructions)
IA
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Item
1. Security
and Issuer
This
statement on Schedule 13D (this “Statement”) relates to the common stock, par
value $0.001 per share (the “Common Stock”), of Xerium Technologies, Inc., a
Delaware corporation (“Xerium”). Xerium’s principal executive offices
are located at 8537 Six Forks Road, Suite 300, Raleigh, North Carolina
27615. Xerium’s telephone number at such address is (919)
526-1400. As described below, the Common Stock was issued pursuant to
the Plan (as defined below).
Item
2. Identity
and Background
This
Statement is filed by (i) AS Investors, LLC (“AS Investors”); (ii) American
Securities Partners V, L.P. (“ASP V”), a Delaware limited partnership; (iii)
American Securities Partners V(B), L.P. (“ASP V(B)”), a Delaware limited
partnership; (iv) American Securities Partners V(C), L.P., a Delaware limited
partnership (“ASP V(C)” and, with ASP V and ASP V(B), the “Sponsors,” the owners
of membership interests in Parent); (v) American Securities Associates V, LLC
(“GP”), the general partner of each Sponsor; and (vi) American Securities LLC,
which provides investment advisory services to each Sponsor and GP (the
“Advisor”) (collectively, the “Reporting Persons”).
The
principal place of business and principal office of each of the Reporting
Persons is c/o American Securities LLC, 666 Third Avenue, New York, NY
10017.
The
principal business of the Advisor is to provide investment advisory
services. The principal business of each Sponsor is to provide
capital for, and make investments in, equity and debt securities and other
business opportunities. The principal business of the GP is to act as
the general partner, and be responsible for the business and affairs of, each of
the Sponsors, as described above. AS Investors was organized for the
sole purpose of acquiring the shares of Common Stock and has not conducted any
unrelated activities since its organization.
The name,
residence or business address, present principal occupation or employment
(including the name, principal business and address of any corporation or other
organization in which such employment is conducted) and place of citizenship of
each executive officer (or equivalent) and director of AS Investors, the
Sponsors, GP and Advisor are set forth on Schedules I and II attached hereto
(collectively, the “Scheduled Persons,” and each a “Scheduled Person”), and is
incorporated herein by reference. The other Reporting Persons have no
executive officers or directors.
During
the last five years, none of the Reporting Persons, nor, to the best of their
knowledge, any of the Scheduled Persons has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceedings was or is subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activity subject to, federal or state securities laws or finding
any violations with respect to such laws.
Item
3. Source
and Amount of Funds or Other Consideration
On
March 30, 2010, Xerium and certain of its subsidiaries (collectively, the
“Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 of
the United States Code with a joint prepackaged plan of reorganization (as it
has been amended, modified and supplemented, the “Plan”). On May 12, 2010 the
United States Bankruptcy Court for the District of Delaware entered an order
confirming the Plan.
On May
25, 2010 (the “Effective Date”), the Debtors consummated their reorganization
through a series of transactions contemplated by the Plan and the Plan became
effective pursuant to its terms. Upon emergence from Chapter 11 on
the Effective Date, all of Xerium’s outstanding common stock, par value
$0.01 per share, were cancelled and Xerium authorized 20 million
shares of new Common Stock.
The Plan
provides, among other things, that, as of the Effective Date, (i) Xerium will
enter into an amended and restated credit facility (the “Amended and Restated
Credit Facility”) and exit credit facility with its lenders, (ii) Xerium’s
lenders and swap termination counterparties will receive their ratable shares of
(a) $10,000,000 in cash, (b) $410,000,000 in principal amount of term
notes (“Notes”), to be issued pursuant to the Amended and Restated Credit
Facility, and (c) approximately 82.6% of the shares of the Common Stock
issued on the Effective Date, and (iii) Xerium will reconstitute the Board
of Directors (the “Board”) to consist of seven directors, including the Chief
Executive Officer, one director nominated by Xerium’s current Board, and five
directors
nominated
by certain of Xerium’s lenders. The Reporting Persons were lenders to
Xerium and held approximately 17.1% of the outstanding loans and commitments
under Xerium’s credit facility, of which the total amount outstanding as of May
10, 2010 was approximately $588 million, as reported in Xerium’s Current Report
on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May
10, 2010. Xerium entered into director nomination agreements
with certain of its lenders, including a director nomination agreement dated as
of May 25, 2010 (the “Director Nomination Agreement”) with AS Investors. The
Director Nomination Agreement entitles AS Investors to designate for nomination
by Xerium one member of Xerium’s Board, in accordance with the terms and
conditions of the Director Nomination Agreement. Pursuant to the
Plan, on May 4, 2010, Xerium
’
s Board
conditionally elected Marc Saiontz to serve as a director of Xerium. As of
the Effective Date pursuant to the Plan, Mr. Saiontz became a director of
Xerium
.
Pursuant
to the terms of the Plan, AS Investors received Notes in the principal amount of
approximately $67.8 million and 2,050,464 shares of Common Stock. The
Amended and Restated Credit Facility provides for a term loan that has a
principal amount of $410,000,000 and matures on a date that is five years
following May 25, 2010, the closing date of the Amended and Restated Credit
Facility. The Amended and Restated Credit Facility is secured by
second priority liens against, and security interests in, substantially all of
Xerium’s assets and the assets of most of its subsidiaries, subject to legal and
tax considerations and requirements. In addition, most of Xerium’s
U.S. and non-U.S. subsidiaries will guarantee the obligations of the borrowers
under the Amended and Restated Credit Facility, provided that non-U.S.
guarantors will only be liable for obligations of non-U.S borrowers and non-U.S.
guarantors. The Amended and Restated Credit Facility requires Xerium
to make mandatory prepayments under the following circumstances:
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(a) with
100% of the net cash proceeds received by Xerium from any sale of any
assets exceeding $250,000 outside the ordinary course of business (subject
to certain exceptions regarding discontinued manufacturing facilities and
exempting the first $3,000,000 if invested in other
assets);
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(b)
with 100% of insurance and condemnation award payments, subject to certain
exemptions;
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(c)
with cash proceeds from debt issuances, other than certain exemptions;
and
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(d) with
50% of Xerium’s excess cash after the end of each fiscal year; that is,
Adjusted EBITDA plus a working capital adjustment, minus consolidated
interest expense, cash income tax expense, consolidated capital
expenditures (subject to certain exceptions), consolidated restructuring
costs, cash payments of withholding taxes from proceeds of the repurchase,
redemption or retention of common stock and the aggregate amount of
scheduled and voluntary payments made during the past fiscal
year.
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The
Amended and Restated Credit Facility requires that Xerium observe and perform
numerous affirmative and negative covenants, including certain financial
covenants. The Amended and Restated Credit Facility also prohibits
the payment of dividends on the Common Stock.
Item
4. Purpose
of Transaction
The
information set forth under Item 3 of this Statement is incorporated herein by
reference.
The
Reporting Persons acquired the shares of Common Stock pursuant to the Plan as
described in Item 3. The Reporting Persons acquired the Common Stock
for investment purposes and subject to the provisions below. The
Reporting Persons expect to conduct discussions from time to time with
management of Xerium, other stockholders of Xerium or other relevant parties
that may include matters relating to the financial condition, strategy,
business, assets, operations, capital structure and strategic plans of
Xerium.
Pursuant
to the Plan, Xerium entered into a registration rights agreement (the
“Registration Rights Agreement”), effective May 25, 2010, with certain holders
of the Common Stock, including AS Investors. The Registration Rights
Agreement will provide to the holders party thereto certain demand and
incidental and shelf registration rights. Pursuant to the
Registration Rights Agreement, Xerium agreed that, commencing on the 90th
day after the Effective Date, it would
use
its commercially reasonable efforts to (i) file with the SEC (A) a registration
statement on Form S-1, or (B) as soon as Xerium is eligible to use Form S-3, a
registration statement pursuant to Rule 415 under the Securities Act of 1933, as
amended (such Form S-3, together with any successor forms, the “Form S-3
Shelf”), in each case no later than 45 days after receiving the respective
demand registration notice relating thereto, and (ii) cause the applicable
registration statement or Form S-3 Shelf to be declared effective by the SEC as
soon as practicable thereafter.
The
Reporting Persons acquired the Common Stock primarily for investment
purposes. Except as described in this Statement, the Reporting
Persons currently have no plans or proposals which relate to or would result in
any of the actions enumerated in paragraphs (a) through (j) of Item 4 of the
form of Schedule 13D promulgated under the Securities Exchange Act of 1934, as
amended. However, each of the Reporting Persons reserves the right to
change its plans at any time, as it deems appropriate, in light of its ongoing
evaluation of (a) its business and liquidity objectives, (b) Xerium’s financial
condition, business, operations, competitive position, prospects and/or share
price, (c) industry, economic and/or securities markets conditions, (d)
alternative investment opportunities, and (e) other relevant
factors. Without limiting the generality of the preceding sentence,
each of the Reporting Persons reserves the right (in each case, subject to any
applicable restrictions under law) to at any time or from time to time (i)
purchase or otherwise acquire additional shares of Common Stock, or other
securities of Xerium, or instruments convertible into or exercisable for any
such securities (collectively, “Company Securities”), in the open market, in
privately negotiated transactions or otherwise, (ii) sell, transfer or otherwise
dispose of Company Securities in public or private transactions, (iii) cause
Company Securities to be distributed in kind to its investors and/or (iv)
acquire or write options contracts, or enter into derivatives or hedging
transactions, relating to Company Securities.
Item
5. Interest
in Securities of the Issuer
(a) and
(b) The responses of the Reporting Persons to rows (7) through (13)
of the cover pages of this Statement are incorporated herein by
reference. As of the Effective Date, AS Investors was the direct
record owner of, and had the power to vote and to dispose or direct the
disposition of, 2,050,464 shares of Common Stock, representing 13.7% of the
issued and outstanding shares of Common Stock based on 14,969,895 shares of
Common Stock outstanding as of May 25, 2010, as reported in Xerium’s Current
Report on Form 8-K filed with the SEC on May 28, 2010. As a result of
their relationship to AS Investors, American Securities Partners V, L.P.,
American Securities Partners V(B), L.P., American Securities Partners V(C),
L.P., American Securities Associates V, LLC and American Securities LLC may also
be deemed to be beneficial owners of Xerium. None of the Scheduled
Persons own any shares of Common Stock.
(c) Except
as described herein, no other transactions with respect to the shares of Common
Stock were effected during the past sixty (60) days by any of the Reporting
Persons or by any of the Scheduled Persons.
(d) Not
applicable.
(e) Not
applicable.
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Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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The
information set forth under Items 2, 3, 4 and 5 of this Statement is
incorporated herein by reference.
Item
7. Material
to Be Filed as Exhibits
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1.
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Joint
Filing Agreement, dated June 3, 2010, by and among AS Investors, LLC,
American Securities Partners V, L.P., American Securities Partners V(B),
L.P., American Securities Partners V(C), L.P., American Securities
Associates V, LLC and American Securities LLC.*
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2.
|
Director
Nomination Agreement, dated May 25, 2010, by and among Xerium
Technologies, Inc. and AS Investors, LLC (incorporated by reference to
Exhibit 10.5 to Xerium’s Current Report on Form 8-K under the Securities
Exchange Act of 1934 filed on May 28, 2010).
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3.
|
Registration
Rights Agreement, dated May 25, 2010, by and among Xerium Technologies,
Inc., Apax WW Nominees Ltd, Apax-Xerium Apia L.P., AS Investors, LLC, Carl
Marks Strategic Investments, L.P. and Carl Marks Strategic Opportunities
Fund, L.P. (incorporated by reference to Exhibit 10.4 to Xerium’s Current
Report on Form 8-K under the Securities Exchange Act of 1934 filed on May
28, 2010).
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* Filed
herewith
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct. Pursuant to Rule 13d-1(k)(1), each of the
undersigned agrees that this statement is filed on behalf of each of
us.
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AS
INVESTORS, LLC
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By: /s/
Marc Saiontz
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Name: Marc
Saiontz
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|
|
Title: Vice
President
|
|
|
Date: June
3, 2010
|
|
|
|
|
|
AMERICAN
SECURITIES PARTNERS V, L.P.
By: American
Securities Associates V, LLC, its general partner
|
|
|
|
|
|
By: /s/
Michael G. Fisch
|
|
|
Name: Michael
G. Fisch
|
|
|
Title: Managing
Member
|
|
|
Date: June
3, 2010
|
|
|
AMERICAN
SECURITIES PARTNERS V(B), L.P.
By: American
Securities Associates V, LLC, its general partner
|
|
|
|
|
|
By: /s/
Michael G. Fisch
|
|
|
Name: Michael
G. Fisch
|
|
|
Title: Managing
Member
|
|
|
Date: June
3, 2010
|
|
|
AMERICAN
SECURITIES PARTNERS V(C), L.P.
By: American
Securities Associates V, LLC, its general partner
|
|
|
|
|
|
By: /s/
Michael G. Fisch
|
|
|
Name: Michael
G. Fisch
|
|
|
Title: Managing
Member
|
|
|
Date: June
3, 2010
|
|
|
|
|
|
AMERICAN
SECURITIES ASSOCIATES V, LLC
|
|
|
|
|
|
By: /s/
Michael G. Fisch
|
|
|
Name: Michael
G. Fisch
|
|
|
Title: Managing
Member
|
|
|
Date: June
3, 2010
|
|
|
|
|
|
AMERICAN
SECURITIES LLC
|
|
|
|
|
|
By: /s/
Michael G. Fisch
|
|
|
Name: Michael
G. Fisch
|
|
|
Title: President
and Chief Executive Officer
|
|
|
Date: June
3, 2010
|
SCHEDULE I
Name,
business address and present principal occupation or
employment of the directors and
executive officers of
AS
INVESTORS, LLC
American
Securities Partners V, L.P., American Securities Partners V(B), L.P. and
American Securities Partners V(C), L.P., each of which is a Delaware limited
partnership, are the beneficial owners of AS Investors, LLC.
The name,
business address, present principal occupation or employment and material
occupations, positions, offices or employment for the past five years of each of
the managing members of AS Investors, LLC are set forth below:
DIRECTORS
|
Name
|
Business
Address
|
Present
Principal Occupation or Employment and
Name
and Principal Address of Corporation in which Employment is
Conducted
|
|
Michael
G. Fisch
|
c/o
American Securities LLC
666
Third Avenue
New
York, NY 10017
|
President
American
Securities LLC
666
Third Avenue
New
York, NY 10017
|
|
David
L. Horing
|
c/o
American Securities LLC
666
Third Avenue
New
York, NY 10017
|
Managing
Director
American
Securities LLC
666
Third Avenue
New
York, NY 10017
|
|
Marc
Saiontz
|
c/o
American Securities LLC
666
Third Avenue
New
York, NY 10017
|
Managing
Director
American
Securities LLC
666
Third Avenue
New
York, NY 10017
|
EXECUTIVE
OFFICERS
|
Name
|
Business
Address
|
Present
Principal Occupation or Employment and
Name
and Principal Address of Corporation in which Employment is
Conducted
|
|
Michael
G. Fisch
President
|
c/o
American Securities LLC
666
Third Avenue
New
York, NY 10017
|
President
American
Securities LLC
666
Third Avenue
New
York, NY 10017
|
|
David
L. Horing
Vice
President and Treasurer
|
c/o
American Securities LLC
666
Third Avenue
New
York, NY 10017
|
Managing
Director
American
Securities LLC
666
Third Avenue
New
York, NY 10017
|
|
Marc
Saiontz
Vice
President and Secretary
|
c/o
American Securities LLC
666
Third Avenue
New
York, NY 10017
|
Managing
Director
American
Securities LLC
666
Third Avenue
New
York, NY 10017
|
Each
person identified on this Schedule is a citizen of the United States of
America.
SCHEDULE
II
Name,
business address and present principal occupation or
employment
of the directors and executive officers of
AMERICAN
SECURITIES PARTNERS V, L.P.
AMERICAN
SECURITIES PARTNERS V(B), L.P.
AMERICAN
SECURITIES PARTNERS V(C), L.P.
AMERICAN
SECURITIES ASSOCIATES V, LLC
AMERICAN
SECURITIES LLC
American
Securities Associates V, LLC is a Delaware limited liability company and
the general partner of each of American Securities Partners V, L.P.,
American Securities Partners V(B), L.P. and American Securities Partners V(C),
L.P., each of which is a Delaware limited partnership.
The name,
business address, present principal occupation or employment and material
occupations, positions, offices or employment for the past five years of each of
the managing members of American Securities Associates V, LLC are set forth
below:
MANAGING
MEMBERS
|
Name
|
Business
Address
|
Present
Principal Occupation or Employment and
Name
and Principal Address of Corporation in which Employment is
Conducted
|
|
Charles
D. Klein
Managing
Member
|
c/o
American Securities LLC
666
Third Avenue
New
York, NY 10017
|
Managing
Director
American
Securities LLC
666
Third Avenue
New
York, NY 10017
|
|
Michael
G. Fisch
Managing
Member
|
c/o
American Securities LLC
666
Third Avenue
New
York, NY 10017
|
President
American
Securities LLC
666
Third Avenue
New
York, NY 10017
|
|
David
L. Horing
Managing
Member
|
c/o
American Securities LLC
666
Third Avenue
New
York, NY 10017
|
Managing
Director
American
Securities LLC
666
Third Avenue
New
York, NY 10017
|
American
Securities LLC is a Delaware limited liability company. Michael G. Fisch serves
as president and the sole executive officer. The business address and phone
number of American Securities LLC is The Chrysler Center, 666 Third Avenue, New
York, New York 10017 USA, (212) 476-8000. Each person identified
on this Schedule is a citizen of the United States of America.
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