UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11 )*
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 of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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.
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).
CUSIP No. |
69357C107 |
1 | NAMES OF REPORTING PERSONS: Parkcentral Global Hub Limited |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
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(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY: | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
Bermuda | |||||||||||
7 | SOLE VOTING POWER: | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER: | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 1,667,312 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
1,667,312 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
1,667,312 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
19.5% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
OO |
CUSIP No. |
69357C107 |
1 | NAMES OF REPORTING PERSONS: Parkcentral Capital Management, L.P. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
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(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY: | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
Not Applicable | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
Texas | |||||||||||
7 | SOLE VOTING POWER: | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER: | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 1,667,312 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
1,667,312 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
1,667,312 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
19.5% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
PN/IA |
CUSIP No. |
69357C107 |
1 | NAMES OF REPORTING PERSONS: Petrus Securities, L.P. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
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(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY: | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
Texas | |||||||||||
7 | SOLE VOTING POWER: | ||||||||||
NUMBER OF | 319,890 | ||||||||||
SHARES | 8 | SHARED VOTING POWER: | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
REPORTING | |||||||||||
PERSON | 319,890 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
319,890 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
4.4% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
PN |
CUSIP No. |
69357C107 |
1 | NAMES OF REPORTING PERSONS: Hill Air Company I, LLC |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
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(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY: | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
Not Applicable | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER: | ||||||||||
NUMBER OF | 319,890 | ||||||||||
SHARES | 8 | SHARED VOTING POWER: | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
REPORTING | |||||||||||
PERSON | 319,890 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
319,890 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
4.4% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
OO |
CUSIP No. |
69357C107 |
1 | NAMES OF REPORTING PERSONS: Steven Blasnik |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
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(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY: | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
Not Applicable | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
United States | |||||||||||
7 | SOLE VOTING POWER: | ||||||||||
NUMBER OF | 319,890 | ||||||||||
SHARES | 8 | SHARED VOTING POWER: | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 1,667,312 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
REPORTING | |||||||||||
PERSON | 319,890 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
1,667,312 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
1,987,202 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
22.4% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
IN |
Aggregate Number of | Percentage of | |||||||
Shares of Common Stock | Common Stock | |||||||
Beneficially Owned | Beneficially Owned | |||||||
Parkcentral Global Hub Limited (1) |
1,667,312 | 19.5 | ||||||
Parkcentral Capital Management, L.P. (1) (2) |
1,667,312 | 19.5 | ||||||
Petrus Securities, L.P. (3) |
319,890 | 4.4 | ||||||
Hill Air Company I, LLC (3) (4) |
319,890 | 4.4 | ||||||
Steven Blasnik (1) (3) (5) |
1,987,202 | 22.4 |
(1) | Includes 1,553,436 and 110,315 shares of Common Stock that may be acquired by Global Hub within 60 days of the date hereof upon conversion of 10.0% Senior Convertible Notes Due 2011 of the issuer (Senior Notes) and Series A Preferred Stock, respectively. | |
(2) | Capital Management serves as an investment adviser and/or manager to other persons, including Global Hub. Capital Management may be deemed to beneficially own Senior Notes and shares of Series A Preferred Stock and Common Stock owned and/or held by and/or for the account and/or benefit of other persons, including Global Hub. | |
(3) | Includes 302,240 and 17,650 shares of Common Stock that may be acquired by Petrus within 60 days of the date hereof upon conversion of Senior Notes and Series A Preferred Stock, respectively. | |
(4) | Hill Air is denominated as a general partner of Petrus. Hill Air may be deemed to beneficially own Senior Notes and shares of Series A Preferred Stock and Common Stock owned and/or held by and/or for the account and/or benefit of Petrus. | |
(5) | Steven Blasnik is the President of each of Capital Management and Hill Air. Steven Blasnik may be deemed to beneficially own Senior Notes and 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. |
(b) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: | ||
See the disclosure provided in response to Item 7 on the attached cover page(s). | |||
(ii) | Shared power to vote or to direct the vote: | ||
See the disclosure provided in response to Item 8 on the attached cover page(s). | |||
(iii) | Sole power to dispose or to direct the disposition of: | ||
See the disclosure provided in response to Item 9 on the attached cover page(s). |
(iv) | Shared power to dispose or to direct the disposition of: | ||
See the disclosure provided in response to Item 10 on the attached cover page(s). |
Transaction | Shares | Shares | Price Per | Description of | ||||||||||||||||
Date | Person | Acquired | Disposed | Share ($) | Transaction | |||||||||||||||
September 15, 2006
|
(1 | ) | (1 | ) | (1 | ) | (1 | ) | (1 | ) | ||||||||||
September 15, 2006
|
(2 | ) | (2 | ) | (2 | ) | (2 | ) | (2 | ) | ||||||||||
September 18, 2006
|
(3 | ) | (3 | ) | (3 | ) | (3 | ) | (3 | ) | ||||||||||
November 7, 2006
|
(4 | ) | 308,882 | (4) | 0 | $ | 2.8405 | (4 | ) | |||||||||||
November 7, 2006
|
(5 | ) | 0 | 308,882 | (5) | $ | 6.5327 | (5 | ) | |||||||||||
November 10, 2006
|
(6 | ) | 0 | 15,000 | (6) | $ | 6.55 | (6 | ) | |||||||||||
November 13, 2006
|
(7 | ) | 0 | 73,252 | (7) | $ | 6.6259 | (7 | ) | |||||||||||
November 13, 2006
|
(8 | ) | 88,252 | (8) | 0 | $ | 2.8405 | (8 | ) | |||||||||||
November 14, 2006
|
(9 | ) | 88,252 | (9) | 0 | $ | 2.8405 | (9 | ) | |||||||||||
November 14, 2006
|
(10 | ) | 0 | 88,252 | (10) | $ | 6.686 | (10 | ) | |||||||||||
November 15, 2006
|
(11 | ) | 132,378 | (11) | 0 | $ | 2.8405 | (11 | ) | |||||||||||
November 15, 2006
|
(12 | ) | 0 | 132,378 | (12) | $ | 6.775 | (12 | ) | |||||||||||
November 16, 2006
|
(13 | ) | 88,252 | (13) | 0 | $ | 2.8405 | (13 | ) | |||||||||||
November 16, 2006
|
(14 | ) | 0 | 88,252 | (14) | $ | 7.1053 | (14 | ) |
(1) | On September 15, 2006, the issuer issued new Senior Notes as interest in-kind on the Senior Notes to Global Hub and Petrus in the aggregate principal amount of $475,734 and $92,559, respectively. The Senior Notes are convertible at the option of the holder at any time prior to maturity into shares of Common Stock at the then-effective conversion price for the Senior Notes, subject to the anti-dilution and other adjustments described in the Senior Notes. As of November 16, 2006, the effective conversion price for the Senior Notes was $6.50 per share of Common Stock, subject to the anti-dilution and other adjustments described in the Senior Notes. | |
(2) | On September 15, 2006, a dividend date for the Series A Preferred Stock, the issuer did not declare dividends on the Series A Preferred Stock. Immediately following the issuers failure to declare dividends on September 15, 2006, the then-effective liquidation preference of the Series A Preferred Stock increased to $125.34 per share of Series A Preferred Stock, subject to accretion as described in the Articles of Incorporation of the issuer. | |
(3) | On September 18, 2006, Global Hub sold 2,500 shares of Series A Preferred Stock. 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 16, 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. | |
(4) | 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. | |
(5) | On November 7, 2006, Global Hub and Petrus sold 242,693 and 66,189 shares of Common Stock, respectively. | |
(6) | On November 10, 2006, Global Hub sold 15,000 shares of Common Stock. | |
(7) | On November 13, 2006, Global Hub and Petrus sold 51,189 and 22,063 shares of Common Stock, respectively. |
(8) | On November 13, 2006, Global Hub and Petrus converted 1,500 and 500 shares of Series A Preferred Stock, respectively, into 66,189 and 22,063 shares of Common Stock, respectively. | |
(9) | On November 14, 2006, Global Hub and Petrus converted 1,500 and 500 shares of Series A Preferred Stock, respectively, into 66,189 and 22,063 shares of Common Stock, respectively. | |
(10) | On November 14, 2006, Global Hub and Petrus sold 66,189 and 22,063 shares of Common Stock, respectively. | |
(11) | On November 15, 2006, Global Hub and Petrus converted 2,500 and 500 shares of Series A Preferred Stock, respectively, into 66,189 and 22,063 shares of Common Stock, respectively. | |
(12) | On November 15, 2006, Global Hub and Petrus sold 110,315 and 22,063 shares of Common Stock, respectively. | |
(13) | On November 16, 2006, Global Hub and Petrus converted 1,500 and 500 shares of Series A Preferred Stock, respectively, into 66,189 and 22,063 shares of Common Stock, respectively. | |
(14) | On November 16, 2006, Global Hub and Petrus sold 66,189 and 22,063 shares of Common Stock, respectively. | |
Except as otherwise described herein, no transactions in the Common Stock were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by any person named in response to paragraph (a) of this Item 5. |
(d) | Not applicable. | ||
(e) | Not applicable. |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Date: November 16, 2006 | Parkcentral Global Hub Limited | |||||
By: | Parkcentral Capital Management, L.P. | |||||
Its: | Investment Adviser | |||||
By: Name: |
/s/ David Radunsky
|
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Title: | Chief Operating Officer | |||||
Parkcentral Capital Management, L.P. | ||||||
By: Name: |
/s/ David Radunsky
|
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Title: | Chief Operating Officer | |||||
Petrus Securities, L.P. | ||||||
By: Name: |
/s/ David Radunsky
|
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Title: | Chief Operating Officer | |||||
Hill Air Company I, LLC | ||||||
By: Name: |
/s/ David Radunsky
|
|||||
Title: | Chief Operating Officer | |||||
/s/ Steven Blasnik | ||||||
Steven Blasnik |