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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 | ||||||||
| 7% Series G Cumulative Convertible Pay-In-Kind Preferred | (2) | 09/26/2013 | (1) | S | 7.75 | (6) | (1) | Common Stock | (2) | (2) | 0 | I | See Footnotes (3) (4) | ||
| 6% Series H Cumulative Convertible Pay-In-Kind Preferred | (2) | 09/26/2013 | (1) | S | 1,876,013.37 | (6) | (1) | Common Stock | (2) | (2) | 0 | I | See Footnotes (3) (4) | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BAUMER JOHN M 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA 90025 |
X | |||
| /s/ Cody Franklin, attorney-in-fact for John M. Baumer | 09/30/2013 | |
| **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) | Not applicable. |
| (2) | Green Equity Investors III LP ("GEI III") disposed of 7.75 shares of 7% Series G Cumulative Convertible Pay-In-Kind Preferred stock and 1,876,013.37 shares of 6% Series H Cumulative Convertible Pay-In-Kind Preferred stock in exchange for 40,000,000 shares of common stock in an issuer exchange offer. |
| (3) | GEI Capital III LLC ("GEIC") is the general partner of GEI III and Green Equity Investors Side III LP ("GEI Side III"). Grand Avenue Associates LP ("Grand Avenue") is a limited partner of GEI III. Grand Avenue Capital Corp ("GACC") is the general partner of Grand Avenue. Leonard Green Partners LP ("LGP") is the management company of GEI III and GEI Side III and an affiliate of GEIC, Grand Avenue and GACC. LGP Management Inc ("LGPM") is the general partner of LGP. GEI III, GEI Side III, GEIC, Grand Avenue, GACC, LGP, and LGPM are collectively the "13D Filers." Mr. Baumer is a director of the Issuer and a partner of LGP. As disclosed by the Issuer on a Form 8-K filed on September 27, 2013, and by an Amendment No. 7 to Schedule 13D, to be filed on October 1, 2013 by the 13D Filers, Mr. Baumer is resigning as a director of the Issuer effective as of the settlement of the exchange offer. Following his resignation, Mr. Baumer will no longer be subject to Section 16. |
| (4) | GEI III and GEI Side III are the direct owners of the shares reported on this row. Mr. Baumer, GEIC, Grand Avenue, GACC, LGP, and LGPM directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be an indirect beneficial owner of the shares owned by GEI III and GEI Side III. Each of the 13D Filers and Mr. Baumer disclaims beneficial ownership of the shares reported herein (other than, with respect to GEI III and GEI Side III, the shares each owns directly), except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any of the foregoing are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. |
| (5) | The securities reported on this row are held by Mr. Baumer for the benefit of LGP. Mr. Baumer disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein. The securities reported on this row do not include, and Mr. Baumer expressly disclaims beneficial ownership of, any other securities of the Issuer owned by GEI III, GEIC, GEI Side III, Grand Avenue, GACC, LGP, and LGPM, except to the extent of any pecuniary interest therein. |
| (6) | Immediately. |