4//SEC Filing
DURA AUTOMOTIVE SYSTEMS INC 4
Accession 0001144204-09-004729
CIK 0001016177operating
Filed
Feb 1, 7:00 PM ET
Accepted
Feb 2, 5:14 PM ET
Size
15.4 KB
Accession
0001144204-09-004729
Insider Transaction Report
Form 4
DURA AUTOMOTIVE SYSTEMS INCDRRAQ.PK
Mitchell Andrew B.
Director10% Owner
Transactions
- Purchase
See Remarks
2009-01-23$2.00/sh+157,176$314,352→ 619,755 total(indirect: By LLC)→ Common Stock - Sale
See Remarks
2009-01-23$0.00/sh−4,176$8→ 615,579 total(indirect: By LLC)→ Common Stock
Footnotes (7)
- [F1]On January 23, 2009, Pacificor, LLC ("Pacificor") purchased 308,188 shares of Series A Redeemable Voting Manditorily Convertible Preferred Stock (the "Convertible Preferred Stock") of Dura Automotive Systems, Inc. (the "Issuer") from Blackport Capital Fund Ltd. ("Blackport") in a privately negotiated transaction for $2.00 per share, for a total purchase amount of $616,376. On that same day, Pacificor sold 8,188 of such shares to Imperial Capital, LLC ("Imperial") in a privately negotiated transaction for $0.002 per share, for a total amount of $16.38. Of the 300,000 net shares of Convertible Preferred Stock purchased by Pacificor, Pacificor Offshore Fund Ltd., a Cayman corporation ("Pacificor Offshore") directly holds 159,000 shares and Permal High Yield Value, a discretionary account managed by Pacificor over which Pacificor holds voting and investment power (subject to termination rights), directly holds 141,000 shares.
- [F2]Andrew B. Mitchell serves as the Managing Member of Pacificor. Pacificor serves as the investment manager of Pacificor Offshore and Permal High Yield Value and may be considered to be the beneficial owner of the shares of Convertible Preferred Stock held by Pacificor Offshore and Permal High Yield Value.
- [F3]Mr. Mitchell, as the Managing Member of Pacificor, may be deemed to have voting and investment power over the shares held by Pacificor and its affiliates, and therefore may be deemed to beneficially own such shares to the extent of his pecuniary interest therein. Of the 308,188 shares of Convertible Preferred Stock purchased by Pacificor from Blackport, Mr. Mitchell may be deemed to be the beneficial owner of 157,176 shares based on his proportional interest in the capital account of Pacificor. Of the 8,188 shares of Convertible Preferred Stock sold by Pacificor to Imperial, Mr. Mitchell may be deemed to be the beneficial owner of 4,176 of such shares. Mr. Mitchell disclaims beneficial ownership of the remaining 151,012 shares of Convertible Preferred Stock purchased by Pacificor and its affiliates and the remaining 4,012 shares of Convertible Preferred Stock sold by Pacificor and its affiliates.
- [F4]The Convertible Preferred Stock is not a registered security under Section 12 of the Securities Exchange Act of 1934, as amended. The Convertible Preferred Stock accrues dividends at a rate of 20% per year, which amount will be compounded semi-annually. All accumulated and unpaid dividends will be added to the initial liquidation value per share and shall continue accruing until the earlier of (i) the redemption of the shares of Convertible Preferred Stock by the Issuer, (ii) the conversion of the Convertible Preferred Stock in accordance with provisions of the Certificate of Designations and (iii) the date the Issuer otherwise acquires the Convertible Preferred Stock. (Continued in Footnote 5)
- [F5]The Issuer may elect to redeem all or any of the Convertible Preferred Stock outstanding at any time, in cash, at a price per share of Convertible Preferred Stock equal to the liquidation value of a share of Convertible Preferred Stock at such time, which amount is equal to the sum of (i) the initial liquidation value per share of Convertible Preferred Stock, (ii) accumulated dividends thereon and (iii) accrued but unpaid dividends thereon, in each case, from and including the last dividend reference date to and excluding the redemption date. If the Issuer calls for the redemption of all or any of the Convertible Preferred Stock prior to the third anniversary of June 27, 2008, the holders of the affected shares of Convertible Preferred Stock are entitled to convert a specified number of those shares into Common Stock pursuant to the terms and conditions of the Certificate of Designations, (Continued in Footnote 6)
- [F6]which amount shall be apportioned on a pro rata basis per holder. If, prior to the third anniversary of June 27, 2008, the Issuer were to redeem all of the issued and outstanding Convertible Preferred Stock and Pacificor were to convert the maximum amount permissible of the shares of Convertible Preferred Stock beneficially owned by it into Common Stock, assuming the Issuer shall not have paid any of the liquidation preference of the Convertible Preferred Stock or issued equity securities of the Issuer to management, the Convertible Preferred Stock currently beneficially owned by Pacificor would, during such three-year period, convert, into a number of shares of Common Stock ranging from a minimum of 0 to a maximum of 908,152 shares of Common Stock in the aggregate, with such amounts increasing in a linear fashion from June 27, 2008 to the date immediately prior to the third anniversary of June 27, 2008. (Continued in Footnote 7)
- [F7]Under the circumstances described in the preceding sentence and assuming that all holders of Convertible Preferred Stock were to elect to convert the maximum number of shares of Convertible Preferred Stock held by them, Pacificor would beneficially own from a minimum of 31.3% to a maximum of 35.2% of the issued and outstanding Common Stock in the aggregate, with such percentage increasing in a linear fashion from June 27, 2008 to the date immediately prior to the third anniversary of June 27, 2008.
Documents
Issuer
DURA AUTOMOTIVE SYSTEMS INC
CIK 0001016177
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001016177
Filing Metadata
- Form type
- 4
- Filed
- Feb 1, 7:00 PM ET
- Accepted
- Feb 2, 5:14 PM ET
- Size
- 15.4 KB