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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
9% Senior Series A Convertible Participating Preferred Stock | $ 2.8405 | 11/07/2006 | C | 7,000 (5) | (6) | (6) | Common Stock | 308,882 (5) | (6) | 11,900 (7) | I | See Footnotes (1) (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Parkcentral Global Hub Ltd 2300 WEST PLANO PARKWAY PLANO, TX 75075 |
X | |||
Parkcentral Capital Management, L.P. 2300 WEST PLANO PARKWAY PLANO, TX 75075 |
X | |||
BLASNIK STEVE 2300 WEST PLANO PARKWAY PLANO, TX 75075 |
X | |||
PETRUS SECURITIES LP 2300 WEST PLANO PARKWAY PLANO, TX 75075 |
X | |||
Hill Air CO I LLC 2300 WEST PLANO PARKWAY PLANO, TX 75075 |
X |
By: Parkcentral Capital Management, L.P. Its: Investment Adviser By: /s/ David Radunsky, Chief Operating Officer | 11/09/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This statement is filed by and on behalf of Parkcentral Global Hub Limited ("Global Hub"), Parkcentral Capital Management, L.P. ("Capital Management"), Petrus Securities, L.P. ("Petrus"), Hill Air Company I, LLC ("Hill Air"), and Steven Blasnik. Capital Management serves as an investment adviser and/or manager to other persons, including Global Hub. Capital Management may be deemed to beneficially own shares of 9.0% Senior Series A Convertible Participating Preferred Stock of the issuer ("Series A Preferred Stock") and Common Stock, no par value per share, of the issuer ("Common Stock") owned and/or held by and/or for the account and/or benefit of other persons, including Global Hub. |
(2) | Hill Air is denominated as a general partner of Petrus. Hill Air may be deemed to beneficially own shares of Series A Preferred Stock and Common Stock owned and/or held by and/or for the account and/or benefit of Petrus. Steven Blasnik is the President of each of Capital Management and Hill Air. Steven Blasnik may be deemed to beneficially own shares of Series A Preferred Stock and Common Stock owned and/or held by and/or for the account and/or benefit of each of Capital Management and Hill Air. |
(3) | Each of the reporting persons states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each of the reporting persons disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. |
(4) | Each of the reporting persons may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer. |
(5) | On November 7, 2006, Global Hub and Petrus converted 5,500 and 1,500 shares of Series A Preferred Stock, respectively, into 242,693 and 66,189 shares of Common Stock, respectively. Following the reported transactions, Global Hub and Petrus beneficially owned 2,218,887 and 474,331 shares of Common Stock, respectively. |
(6) | Each share of Series A Preferred Stock is convertible at the option of the holder at any time into a number of shares of Common Stock calculated by dividing the then-effective liquidation preference of such share of Series A Preferred Stock by the then-effective conversion price of such share of Series A Preferred Stock. As of November 7, 2006, the effective liquidation preference of the Series A Preferred Stock was $125.34 per share of Series A Preferred Stock, subject to accretion as described in the Articles of Incorporation of the issuer, and the effective conversion price of the Series A Preferred Stock was $2.8405 per share of Common Stock, subject to the anti-dilution and other adjustments described in the Articles of Incorporation of the issuer. |
(7) | Following the reported transactions, Global Hub and Petrus beneficially owned 9,500 and 2,400 shares of Series A Preferred Stock, respectively. |
Remarks: Exhibit 24 - Joint Filing Agreement and Power of Attorney (incorporated by reference from Exhibit 24 to Form 4 relating to Common Stock of the Issuer filed by the Reporting Persons on April 12, 2006) |