4//SEC Filing
STERLING CHEMICALS INC 4
Accession 0001133796-11-000265
CIK 0001014669operating
Filed
Aug 10, 8:00 PM ET
Accepted
Aug 11, 9:48 PM ET
Size
10.9 KB
Accession
0001133796-11-000265
Insider Transaction Report
Form 4
STERLING CHEMICALS INCSCHI OB
SASS MARTIN D
10% Owner
Transactions
- Other
Series A Convertible Preferred Stock
2011-08-09−8,299.289→ 0 total(indirect: See footnotes)→ Common Stock (9,888,831 underlying) - Other
Common Stock
2011-08-09−9,888,831→ 0 total(indirect: See footnotes)
Footnotes (5)
- [F1]The shares of the Issuer's common stock beneficially owned by the Reporting Person, par value $.01 per share (the "Common Stock") and the shares of the Issuer's Series A Preferred Stock beneficially owned by the Reporting Person (the "Preferred Stock"), in each case as reported herein (collectively, the "Subject Securities"), were disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of June 22, 2011, by and among the Issuer, Eastman Chemical Company and Eastman TC, Inc. (the "Merger Agreement"). The effective date of the Merger Agreement was August 9, 2011. The Common Stock was disposed of in exchange for the right to receive the Common Stock Consideration (as defined in the Merger Agreement) and the Preferred Stock was disposed of in exchange for the right to receive the Preferred Stock Consideration (as defined in the Merger Agreement).
- [F2]The Subject Securities were disposed of for accounts managed or advised by, or beneficially owned by, Resurgence Asset Management, L.L.C. ("RAM"), Resurgence Asset Management International, L.L.C ("RAMI"), Re/Enterprise Asset Management, L.L.C. ("REAM"), M.D. Sass Investors Services, Inc. ("MDSIS") and Resurgence Asset Management, L.L.C. Employment Retirement Plan (the "Plan"), respectively. Martin D. Sass serves as Chairman, Chief Executive Officer or Trustee of RAM, RAMI, REAM, MDSIS and the Plan as applicable, and exercises voting and investment power of the Subject Securities solely in his capacity as Chairman, Chief Executive Officer or Trustee of each of the foregoing entities.
- [F3]RAM exercises voting and investment power of certain of the Subject Securities solely in RAM's capacity as the general partner and/or investment advisor of Corporate Resurgence Partners, L.L.C., Corporate Resurgence Partners II, L.L.C., and M.D. Sass Corporate Resurgence Partners III, L.P. RAMI exercises voting control and investment power over of certain of the Subject Securities solely in RAMI's capacity as the investment advisor of Corporate Resurgence, Ltd. REAM exercises voting and investment power over of certain of the Subject Securities as the sole investment adviser to two employee pension plans, is the general partner and sole investment advisor of the M.D. Sass Associates, Inc. Employee Retirement Plan, M.D. Sass Re/Enterprise Portfolio Company, L.P. and M.D. Sass Re/Enterprise II, L.P.
- [F4]In addition, MDSIS, the Plan and certain funds which have invested side-by-side with funds managed by RAM and RAMI beneficially own in the aggregate an additional 27,165 shares of Common Stock; and 141,921 shares of Preferred Stock (collectively, the "Other Securities"). Mr. Sass disclaims beneficial ownership interest in all securities reported herein except to the extent of his pecuniary interest, if any, in RAM, RAMI, REAM and the entities owning the Other Securities, including MDSIS and the Plan.
- [F5]The Preferred Stock converts into the Common Stock on a one-for-one thousand basis.
Documents
Issuer
STERLING CHEMICALS INC
CIK 0001014669
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001014669
Filing Metadata
- Form type
- 4
- Filed
- Aug 10, 8:00 PM ET
- Accepted
- Aug 11, 9:48 PM ET
- Size
- 10.9 KB