UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 12)
SR Telecom Inc.
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(Name of Issuer)
Common Shares, No Par Value
--------------------------------------------------------------------------------
(Title of Class of Securities)
78464P208
---------------------------------------------------
(CUSIP Number)
Wendy Schnipper Clayton, Esq.
DDJ Capital Management, LLC
130 Turner Street
Building 3, Suite 600
Waltham, MA 02453
781-283-8500
--------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive
notices and communications)
November 20, 2007
--------------------------------------------------------------------------------
(Date of Event which Requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b) (3) or (4), check the
following box [ ].
(Continued on following pages)
(Page 1 of 23 Pages)
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital Management, LLC
04-3300754
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES **182,001,581
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING **182,001,581
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
**182,001,581
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
**22.08%
14 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Assumes conversion of Convertible Term A Loan (as defined herein)
beneficially owned only by certain DDJ Affiliates (as defined herein), and
no conversion of Convertible Term A Loan by other holders of the
Convertible Term A Loan
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B IV Capital Partners, L.P.
71-0882125
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES **121,778,977
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING **121,778,977
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
**121,778,977
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
**15.74%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Assumes conversion of Convertible Term A Loan (as defined herein)
beneficially owned only by B IV Capital Partners, L.P, and no conversion
of Convertible Term A Loan by other holders of the Convertible Term A
Loan
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GP Capital IV, LLC
04-3575350
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES **121,778,977
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING **121,778,977
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
**121,778,977
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
**15.74%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Assumes conversion of Convertible Term A Loan (as defined herein)
beneficially owned only by B IV Capital Partners, L.P, and no conversion
of Convertible Term A Loan by other holders of the Convertible Term A
Loan
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The October Fund, Limited Partnership
04-3504882
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,878,370
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,878,370
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
10,878,370
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.44%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ October Fund Onshore Feeder, Limited Partnership
20-2557823
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES **4,106,800
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING **4,106,800
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
**4,106,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
**0.54%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Assumes conversion of Convertible Term A Loan (as defined herein)
beneficially owned only by DDJ October Fund Onshore Feeder, Limited
Partnership, and no conversion of Convertible Term A Loan by other
holders of the Convertible Term A Loan
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
October OS Investment Sub II, Ltd.
98-0499351
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF 7 SOLE VOTING POWER
SHARES **3,033,337
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING **3,033,337
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
**3,033,337
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
**0.40%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Assumes conversion of Convertible Term A Loan (as defined herein)
beneficially owned only by October OS Investment Sub II, Ltd., and no
conversion of Convertible Term A Loan by other holders of the
Convertible Term A Loan
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ October Fund Offshore Feeder, L.P.
98-00451975
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF 7 SOLE VOTING POWER
SHARES **3,033,337
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING **3,033,337
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
**3,033,337
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
**0.40%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Assumes conversion of Convertible Term A Loan (as defined herein)
beneficially owned only by October OS Investment Sub II, Ltd., and no
conversion of Convertible Term A Loan by other holders of the
Convertible Term A Loan
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
October G.P., LLC
04-3504881
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES **18,018,506
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING **18,018,506
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
**18,018,506
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
**2.36%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Assumes conversion of Convertible Term A Loan (as defined herein)
beneficially owned only by DDJ October Fund Onshore Feeder, Limited
Partnership and October OS Investment Sub II, Ltd., and no conversion of
Convertible Term A Loan by other holders of the Convertible Term A
Loan
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ/Ontario OS Investment Sub I, Ltd.
98-0508435
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF 7 SOLE VOTING POWER
SHARES **8,610,497
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING **8,610,497
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
**8,610,497
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
**1.13%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Assumes conversion of Convertible Term A Loan (as defined herein)
beneficially owned only by DDJ/Ontario OS Investment Sub I, Ltd., and
no conversion of Convertible Term A Loan by other holders of the
Convertible Term A Loan
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ/Ontario Credit Opportunities Fund, L.P.
98-0496623
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF 7 SOLE VOTING POWER
SHARES **8,610,497
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING **8,610,497
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
**8,610,497
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
**1.13%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Assumes conversion of Convertible Term A Loan (as defined herein)
beneficially owned only by DDJ/Ontario OS Investment Sub I, Ltd., and
no conversion of Convertible Term A Loan by other holders of the
Convertible Term A Loan
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GP DDJ/Ontario Credit Opportunities, L.P.
98-0496663
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF 7 SOLE VOTING POWER
SHARES **8,610,497
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING **8,610,497
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
**8,610,497
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
**1.13%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Assumes conversion of Convertible Term A Loan (as defined herein)
beneficially owned only by DDJ/Ontario OS Investment Sub I, Ltd., and
no conversion of Convertible Term A Loan by other holders of the
Convertible Term A Loan
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GP Credit Opportunities, Ltd.
04-3300754
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF 7 SOLE VOTING POWER
SHARES **8,610,497
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING **8,610,497
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
**8,610,497
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
**1.13%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Assumes conversion of Convertible Term A Loan (as defined herein)
beneficially owned only by DDJ/Ontario OS Investment Sub I, Ltd., and
no conversion of Convertible Term A Loan by other holders of the
Convertible Term A Loan
This Amendment No. 12 to Schedule 13D ("Amendment No. 12")
should be read in conjunction with the Schedule 13D dated October 3,
2005, the Amendment No. 1 to Schedule 13D dated February 2, 2006, the
Amendment No. 2 to Schedule 13D dated December 21, 2006, the
Amendment No. 3 to Schedule 13D dated July 6, 2007, the Amendment
No. 4 to Schedule 13D dated September 10, 2007, the Amendment No. 5
to Schedule 13D dated September 17, 2007, the Amendment No. 6 to
Schedule 13D dated September 25, 2007, the Amendment No. 7 to
Schedule 13D dated September 28, 2007, the Amendment No. 8 to
Schedule 13D dated October 10, 2007, the Amendment No. 9 to Schedule
13D dated November 2, 2007, the Amendment No. 10 to Schedule 13D
dated November 8, 2007, and the Amendment No. 11 to Schedule 13D
dated November 9, 2007 (collectively, the "Schedule 13D") as filed with
the Securities and Exchange Commission by DDJ Capital Management,
LLC, a Massachusetts limited liability company, and certain affiliates
(collectively, the "DDJ Affiliates", as described below). This
Amendment No. 12 amends the Schedule 13D only with respect to those
items below. All capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto on the Schedule 13D.
This Amendment No. 12 and the Schedule 13D have been filed
with the Securities and Exchange Commission by the Reporting Persons
(as defined below) to report beneficial ownership of common shares, no
par value (the "Shares") of SR Telecom Inc. (the "Issuer").
This filing of Amendment No. 12 and the Schedule 13D is not, and
should not be deemed to be, an admission that the Schedule 13D or any
Amendment thereto is required to be filed.
Preliminary Note: Since the filing of Amendment No. 11 to
Schedule 13D on November 9, 2007, the DDJ Affiliates in the aggregate
have disposed of 14,349,000 Shares of the Issuer, as further detailed on
Annex 1 attached hereto. In addition, as previously reported, certain of the
DDJ Affiliates own in the aggregate CDN$10,165,091.86 principal
amount of convertible term A loans owed by the Issuer (the "Convertible
Term A Loans"). Such Convertible Term A Loans and certain other
amounts (including any paid-in-kind interest on such Convertible Term A
Loans) owing under the Amended and Restated Credit Agreement (as
defined below) had, prior to June 27, 2007, been immediately convertible
into Shares under the prior Credit Agreement at a conversion rate of CDN
$0.17 per Share, subject to adjustment. Pursuant to the Amended and
Restated Credit Agreement dated June 27, 2007 among the Issuer, BNY
Trust Company of Canada as Administrative Agent and the Lenders
named therein (the "Amended and Restated Credit Agreement"), the terms
of the Convertible Term A Loans were amended so that such loans are
now convertible upon the earlier to occur of (i) December 31, 2007, or (ii)
in the event that an offer to acquire at least 50.1% of the Issuer's Shares is
made, whether by way of takeover bid, plan of arrangement, amalgamation
or otherwise. Pursuant to Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended ("Rule 13d-3"), which provides that a
person shall be deemed to be the beneficial owner of a security if that
person has the right to acquire beneficial ownership of such security within
60 days, the DDJ Affiliates may be deemed to be the beneficial owner of
the Shares into which the Convertible Term A Loans and any other
amounts owing under the Amended and Restated Credit Agreement
(including any paid-in-kind interest) may be converted. Accordingly, as of
the date hereof, the DDJ Affiliates may be deemed to beneficially own in
the aggregate 182,001,581 Shares, such amount representing 22.08% of
the issued and outstanding Shares of the Issuer (assuming no holders of
Convertible Term A Loans or other convertible loans issued under the
Amended and Restated Credit Agreement other than the DDJ Affiliates
mentioned herein convert any such loan). More specifically, such amount
and percentage assumes conversion by certain of the DDJ Affiliates of
CDN$10,165,091.86 principal amount of Convertible Term A Loan and
CDN$1,596,216.15 paid-in-kind interest on the Convertible Term A Loans
into 69,184,165 Shares in the aggregate. For further information regarding
the Convertible Term A Loans, see Amendment No. 3 to the Schedule
13D.
ITEM 2. IDENTITY AND BACKGROUND:
Item 2 is amended by adding the following paragraph.
As of the date of the filing of this Amendment No. 12, 121,778,977
Shares are owned beneficially by B IV, 10,878,370 Shares are owned
beneficially by October Fund, 4,106,800 Shares are owned beneficially by
October Onshore, 3,033,337 Shares are owned beneficially by October
OS, 8,610,497 Shares are owned beneficially by Ontario OS, 23,598,392
Shares are owned beneficially by DDJ Canadian, and 9,995,208 Shares are
owned beneficially in the aggregate by the Accounts.
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION:
Item 3 is amended by adding the following paragraph.
Please reference Annex 1, which sets forth the details of certain
dispositions of Shares by the DDJ Affiliates since the most recent filing of
Amendment No. 11 to Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION:
The first paragraph of Item 4 is amended and restated as set forth
below:
Certain of the DDJ Affiliates own in the aggregate
CDN$10,165,091.86 principal amount of Convertible Term A Loans.
Such Convertible Term A Loans and certain other amounts owing under
the Amended and Restated Credit Agreement (including, as of the date
hereof, $1,596,216.15 of paid-in-kind interest on the Convertible Term A
Loans) are convertible by the DDJ Affiliates at a conversion rate of CDN
$0.17 per Share, subject to adjustment and pursuant to the terms and
conditions of the Amended and Restated Credit Agreement, upon the
earlier to occur of (i) December 31, 2007, or (ii) in the event that an offer
to acquire at least 50.1% of the Issuer's Shares is made, whether by way of
takeover bid, plan of arrangement, amalgamation or otherwise. Because
the Convertible Term A Loans may be converted into Shares within 60
days of the date of the Amendment No. 12, pursuant to Rule 13d-3, the
DDJ Affiliates are deemed to beneficially own in the aggregate
182,001,581 Shares, such amount representing approximately 22.08% of
the issued and outstanding Shares of the Issuer. Such amount and
percentage assumes conversion of CDN$10,165,091.86 principal amount
of Convertible Term A Loan and $1,596,216.15 paid-in-kind interest on
the Convertible Term A Loans into 69,184,165 Shares. For more
information regarding the terms of the Convertible Term A Loans and the
Amended and Restated Credit Agreement, see Amendment No. 3 to the
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF ISSUER:
According to information contained in the Notice of Annual
Meeting Management Proxy Circular as filed by the Issuer on Form 6-K
on August 13, 2007, the number of Shares outstanding was 754,992,769 as
of the close of business as of August 1, 2007.
Paragraph (a) in Item 5 is deleted in its entirety and amended as set
forth below.
(a) B IV may be deemed to beneficially own, and GP IV, and
DDJ may be deemed to beneficially own, as general partner and
investment manager, respectively, of B IV, 121,778,977 Shares, or
approximately 15.74% of the outstanding Shares of the Issuer. Such
amount and percentage assumes conversion of $7,163,828.15 principal
amount of Convertible Term A Loans and $1,124,930.06 paid-in-kind
interest on the Convertible Term A Loans into 48,757,401 Shares.
October Fund may be deemed to beneficially own 10,878,370
Shares, or approximately 1.44% of the outstanding Shares of the Issuer.
October Onshore may be deemed to beneficially own 4,106,800 Shares, or
approximately .54% of the outstanding Shares of the Issuer. Such amount
and percentage assumes conversion of $603,403.88 principal amount of
Convertible Term A Loans and $94,752.06 paid-in-kind interest on the
Convertible Term A Loans into 4,106,800 Shares. October OS may be
deemed to beneficially own 3,033,337 Shares, or approximately .40% of
the outstanding Shares of the Issuer. Such amount and percentage
assumes conversion of $445,682.18 principal amount of Convertible Term
A Loan and $69,985.07 paid-in-kind interest on the Convertible Term A
Loans into 3,033,337 Shares. October Offshore may be deemed to
beneficially own 3,033,337 Shares, or approximately .40% of the
outstanding Shares of the Issuer. Such amount and percentage assumes
conversion of $445,682.18 principal amount of Convertible Term A Loan
and $69,985.07 paid-in-kind interest on the Convertible Term A Loans
held by October OS into 3,033,337 Shares. October GP and DDJ may be
deemed to beneficially own, as general partner and investment manager,
respectively, of October Fund, October Onshore, October OS and October
Offshore, 18,018,506 Shares, or approximately 2.36% of the outstanding
Shares of the Issuer. Such amount and percentage assumes conversion of
$603,403.88 principal amount and $445,682.18 principal amount of
Convertible Term A Loan held by October Onshore and October OS,
respectively, and paid-in-kind interest on the Convertible Term A Loans of
$94,752.06 and $69,985.07 held by October Onshore and October OS,
respectively, into 7,140,136 Shares in the aggregate.
Ontario OS may be deemed to beneficially own 8,610,497 Shares,
or approximately 1.13% of the outstanding Shares of the Issuer.
DDJ/Ontario Fund, as parent of Ontario OS, may be deemed to
beneficially own 8,610,497 Shares, or approximately 1.13% of the
outstanding Shares of the Issuer. GP DDJ/Ontario, GP Credit
Opportunities and DDJ, as general partner of DDJ/Ontario Fund, general
partner of GP DDJ/Ontario, and investment manager of Ontario OS and
DDJ/Ontario Fund, respectively, may be deemed to beneficially own
8,610,497 Shares, or approximately 1.13% of the outstanding Shares of the
Issuer. Such amounts and percentages assumes conversion of
$1,265,123.20 principal amount of Convertible Term A Loans and
$198,661.31 paid-in-kind interest on the Convertible Term A Loans held
by Ontario OS into 8,610,497 Shares.
DDJ, as investment adviser to DDJ Canadian, may be deemed to
beneficially own 23,598,392 Shares, or approximately 3.13% of the
outstanding Shares of the Issuer.
DDJ, as investment manager to the Accounts, may be deemed to
beneficially own 9,995,208 Shares, or approximately 1.32% of the
outstanding Shares of the Issuer. Such amount and percentage assumes
conversion of $687,054.45 principal amount of Convertible Term A Loans
and $107,887.64 paid-in-kind interest on the Convertible Term A Loans
held by the Accounts into 4,676,130 Shares.
Accordingly, DDJ, as investment manager to B IV, October Fund,
October Onshore, October OS, Ontario OS and the Accounts, and as
investment adviser to DDJ Canadian, may be deemed to beneficially own
182,001,581 Shares, or approximately 22.08% of the outstanding Shares
of the Issuer. Such amount and percentage assumes conversion of
CDN$10,165,091.86 principal amount of Convertible Term A Loan and
$1,596,216.14 paid-in-kind interest on the Convertible Term A Loans into
69,184,165 Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
Annex 1 Information With Respect to Transactions of Shares
During the Past 60 Days or Since the Most Recent
Filing on Schedule 13D
Exhibit A Business Address and Principal Occupation of
members of DDJ
Signature:
========
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
DDJ CAPITAL MANAGEMENT, LLC
By: /s/ David J. Breazzano
David J. Breazzano
President
B IV CAPITAL PARTNERS, L.P.
By: GP Capital IV, LLC, its General Partner
By: DDJ Capital Management, LLC, Manager
By: /s/ David J. Breazzano
David J. Breazzano
President
GP CAPITAL IV, LLC
By: DDJ Capital Management, LLC, Manager
By: /s/ David J. Breazzano
David J. Breazzano
President
THE OCTOBER FUND, LIMITED PARTNERSHIP
By: October G.P., LLC, its General Partner
By: DDJ Capital Management, LLC, Manager
By: /s/ David J. Breazzano
David J. Breazzano
President
OCTOBER G.P., LLC
By: DDJ Capital Management, LLC, Manager
By: /s/ David J. Breazzano
David J. Breazzano
President
DDJ OCTOBER FUND ONSHORE FEEDER, LIMITED
PARTNERSHIP
By: October G.P., LLC, its General Partner
By: DDJ Capital Management, LLC, Manager
By: /s/ David J. Breazzano
David J. Breazzano
President
DDJ OCTOBER FUND OFFSHORE FEEDER, L.P.
By: October G.P., LLC, its General Partner
By: DDJ Capital Management, LLC, Manager
By: /s/ David J. Breazzano
David J. Breazzano
President
OCTOBER OS INVESTMENT SUB II, LTD.
By: DDJ Capital Management, LLC, in its capacity
as investment manager
By: /s/ David J. Breazzano
David J. Breazzano
President
DDJ/ONTARIO OS INVESTMENT SUB I, LTD.
By: DDJ Capital Management, LLC, in its capacity
as investment manager
By: /s/ David J. Breazzano
David J. Breazzano
President
DDJ/ONTARIO CREDIT OPPORTUNITIES FUND, L.P.
By: GP DDJ/Ontario Credit Opportunities Fund, L.P.,
its General Partner
By: GP Credit Opportunities, Ltd., its General Partner
By: /s/ David J. Breazzano
David J. Breazzano
Director
GP DDJ/ONTARIO CREDIT OPPORTUNITIES FUND, L.P.,
By: GP Credit Opportunities, Ltd., its General Partner
By: /s/ David J. Breazzano
David J. Breazzano
Director
GP CREDIT OPPORTUNITIES, LTD.
By: /s/ David J. Breazzano
David J. Breazzano
Director
Annex 1
Information With Respect to Transactions of Shares During
the Past 60 Days or Since the Most Recent Filing on Schedule 13D
B IV Capital Partners, L.P.
Date
Transaction(1)
Shares
Price/Share ($)(2)
11/20
Sale
8,639,700
$0.01
11/21
Sale
647,255
$0.01
(1) All sales were effected through open market transactions.
(2) Non-Inclusive of 1% brokerage commission.
The October Fund, Limited Partnership
Date
Transaction(1)
Shares
Price/Share ($)(2)
11/20
Sale
1,287,097
$0.01
11/21
Sale
96,424
$0.01
(1) All sales were effected through open market transactions.
(2) Non-Inclusive of 1% brokerage commission.
DDJ High Yield Fund
Date
Transaction(1)
Shares
Price/Share ($)(2)
11/20
Sale
2,792,865
$0.01
11/21
Sale
209,174
$0.01
(1) All sales were effected through open market transactions.
(2) Non-Inclusive of 1% brokerage commission.
Two Accounts
Date
Transaction(1)
Shares
Price/Share ($)(2)
11/20
Sale
629,338
$0.01
11/21
Sale
47,147
$0.01
(1) All sales were effected through open market transactions.
(2) Non-Inclusive of 1% brokerage commission.
EXHIBIT A
===========
The name and present principal occupation or employment of each
member of DDJ Capital Management, LLC ("DDJ") is set forth below.
DDJ is the investment manager or manager, as applicable, for each of the
Reporting Persons. The business address of each person and the address
of the corporation or organization in which such employment is conducted
is c/o DDJ Capital Management, LLC, 130 Turner Street, Building 3,
Suite 600, Waltham, MA 02453. Mr. Breazzano, Mr. Goolgasian, Ms.
Mencher, Mr. Craig and Mr. Ranaldi are each U.S. citizens.
NAME PRINCIPAL OCCUPATION OR
EMPLOYMENT
====================================================
David J. Breazzano President and Member of DDJ.
David L. Goolgasian, Jr. Portfolio Manager and Member of DDJ.
Judy K. Mencher Member of DDJ.
Jackson S. Craig Managing Director and Member of DDJ.
Anthony M. Ranaldi Managing Director and Member of DDJ.
SCHEDULE 13D
CUSIP NO. 78464P208 PAGE 23 OF 23 PAGES