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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SR Telecom Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
78464P208
--------------------------------------------------------------------------------
(CUSIP Number)
David Wolinsky
Greywolf Capital Management LP
4 Manhattanville Road, Suite 201
Purchase, New York 10577
(914) 249-7800
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 24, 2006
--------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 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 person's
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 in 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).
(Continued on following pages)
Page 1 of 15 Pages
13D
===================
CUSIP No. 78464P208
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Capital Partners II LP
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing may be
deemed to beneficially own an aggregate of
136,478,924 Shares, which is 20.1% of the class of
securities. The reporting person on this cover page,
however, is a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary
Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
WC and/or OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------===========================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 41,339,662 [See Preliminary Note]
------------===========================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------===========================================
SHARED DISPOSITIVE POWER
10
41,339,662 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
41,339,662 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.1% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
PN
------------====================================================================
Page 2 of 15 Pages
13D
===================
CUSIP No. 78464P208
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Capital Overseas Fund
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing may be
deemed to beneficially own an aggregate of
136,478,924 Shares, which is 20.1% of the class of
securities. The reporting person on this cover page,
however, is a beneficial owner only of the securities
reported by it on this cover page. [See Preliminary
Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
WC and/or OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Cayman Islands
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------===========================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 95,139,262 [See Preliminary Note]
------------===========================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------===========================================
SHARED DISPOSITIVE POWER
10
95,139,262 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
95,139,262 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
14.0% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
OO
------------====================================================================
Page 3 of 15 Pages
13D
===================
CUSIP No. 78464P208
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Advisors LLC
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing may be
deemed to beneficially own an aggregate of
136,478,924 Shares, which is 20.1% of the class of
securities. The reporting person on this cover page,
however, may be deemed a beneficial owner only of the
securities reported by it on this cover page. [See
Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
AF and/or OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------===========================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 41,339,662 [See Preliminary Note]
------------===========================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------===========================================
SHARED DISPOSITIVE POWER
10
41,339,662 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
41,339,662 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.1% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
OO
------------====================================================================
Page 4 of 15 Pages
13D
===================
CUSIP No. 78464P208
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Capital Management LP
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing may be
deemed to beneficially own an aggregate of
136,478,924 Shares, which is 20.1% of the class of
securities. The reporting person on this cover page,
however, may be deemed a beneficial owner only of the
securities reported by it on this cover page. [See
Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
AF and/or OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------===========================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 136,478,924 [See Preliminary Note]
------------===========================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------===========================================
SHARED DISPOSITIVE POWER
10
136,478,924 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
136,478,924 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
20.1% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
PN
------------====================================================================
Page 5 of 15 Pages
13D
===================
CUSIP No. 78464P208
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf GP LLC
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing may be
deemed to beneficially own an aggregate of
136,478,924 Shares, which is 20.1% of the class of
securities. The reporting person on this cover page,
however, may be deemed a beneficial owner only of the
securities reported by it on this cover page. [See
Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
AF and/or OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------===========================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 136,478,924 [See Preliminary Note]
------------===========================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------===========================================
SHARED DISPOSITIVE POWER
10
136,478,924 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
136,478,924 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
20.1% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
OO
------------====================================================================
Page 6 of 15 Pages
13D
===================
CUSIP No. 78464P208
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jonathan Savitz
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
2
** The reporting persons making this filing may be
deemed to beneficially own an aggregate of
136,478,924 Shares, which is 20.1% of the class of
securities. The reporting person on this cover page,
however, may be deemed a beneficial owner only of the
securities reported by it on this cover page. [See
Preliminary Note]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
AF and/or OO
------------====================================================================
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------====================================================================
SOLE VOTING POWER
7
NUMBER OF -0-
------------===========================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 136,478,924 [See Preliminary Note]
------------===========================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON WITH ------------===========================================
SHARED DISPOSITIVE POWER
10
136,478,924 [See Preliminary Note]
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
136,478,924 [See Preliminary Note]
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
20.1% [See Preliminary Note]
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IN
------------====================================================================
Page 7 of 15 Pages
This Amendment No. 1 to Schedule 13D amends the Schedule 13D initially
filed on October 11, 2005 (collectively, with all amendments thereto, the
"Schedule 13D").
Preliminary Note: Certain of the Reporting Persons own in aggregate
135,928,924 shares of common stock, no par value (the "Shares"), of SR Telecom
Inc. (the "Company") and 550,000 warrants (the "Warrants"), each Warrant being
exercisable for one Share. The Warrants are currently exercisable. Pursuant to
Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended,
and assuming no holders of Warrants other than the Reporting Persons exercised
their Warrants, the Reporting Persons may be deemed to be the beneficial owners
of 20.1% of the Company's Shares through their ownership of Shares and Warrants.
For further information regarding the Warrants and the Reporting Persons' recent
acquisition of Shares, see Items 4 and 6 below.
Item 1. Security And Issuer
------ -------------------
Item 1 of the Schedule 13D is amended and restated in its entirety as
follows:
This statement relates to shares of common stock, no par value, of the
Company. The Company's principal offices are located at Corporate Head Office,
8150 Trans-Canada Highway, Montreal, GC 4H5 1M5.
Item 2. Identity And Background
------ -----------------------
Item 2 of the Schedule 13D is amended and restated in its entirety as
follows:
(a) This statement is filed by the entities and persons listed below,
all of whom together are referred to herein as the "Reporting Persons."
(i) Greywolf Capital Partners II LP, a Delaware limited
partnership ("Greywolf Capital II"), with respect to
the Shares it beneficially owns (through its
ownership of Shares and Warrants);
(ii) Greywolf Capital Overseas Fund, a Cayman Islands
exempted company ("Greywolf Overseas"), with respect
to the Shares it beneficially owns (through its
ownership of Shares and Warrants);
(iii) Greywolf Advisors LLC, a Delaware limited liability
company and the general partner of Greywolf Capital
II (the "General Partner"), with respect to the
Shares beneficially owned by Greywolf Capital II
(through its ownership of Shares and Warrants);
(iv) Greywolf Capital Management LP, a Delaware limited
partnership and the investment manager of Greywolf
Overseas and Greywolf Capital II (the "Investment
Manager"),with respect to the Shares beneficially
owned by Greywolf Overseas and Greywolf Capital II
(through their ownership of Shares and Warrants);
(v) Greywolf GP LLC, a Delaware limited liability company
and the general partner of the Investment Manager
(the "Investment Manager General
Page 8 of 15 Pages
Partner"), with respect to the Shares beneficially
owned by Greywolf Overseas and Greywolf Capital II
(through their ownership of Shares and Warrants); and
(vi) Jonathan Savitz, a United States citizen ("Savitz")
and the senior managing member of the General Partner
and the sole managing member of the Investment
Manager General Partner, with respect to the Shares
beneficially owned by Greywolf Overseas and Greywolf
Capital II (through their ownership of Shares and
Warrants).
(b) The address of the principal business and principal office of (i)
all of the Reporting Persons other than Greywolf Overseas is 4 Manhattanville
Road, Suite 201, Purchase, New York 10577 and (ii) Greywolf Overseas is 6 Front
Street, Hamilton, HM11 Bermuda.
(c) The principal business of each of Greywolf Capital II and Greywolf
Overseas is that of a private investment fund engaging in the purchase and sale
of investments for its own account. The principal business of the General
Partner is to act as the general partner of Greywolf Capital II. The principal
business of the Investment Manager is that of an investment adviser. The
principal business of the Investment Manager General Partner is to act as the
general partner of the Investment Manager. The principal business of Savitz is
serving as the senior managing member of the General Partner, serving as the
sole managing member of the Investment Manager General Partner and serving as
the chief executive officer and chief investment officer of certain other funds
managed by the Investment Manager.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) The citizenship of each of the Reporting Persons is set forth
above.
Item 3. Source And Amount Of Funds And Other Consideration
------ --------------------------------------------------
Item 3 of the Schedule 13D is updated as follows:
On February 1, 2006, Greywolf Capital II and Greywolf Overseas
(together, the "Greywolf Entities") acquired an aggregate of 73,205,769 Shares
at a purchase price of CND $0.15 per Share pursuant to a Share Purchase
Agreement, dated as of January 24, 2006 (the "Purchase Agreement"), entered into
with the Company, for an aggregate purchase price of approximately CDN
$10,980,865.35. The consideration for the acquisition of the Shares was obtained
for each of Greywolf Capital II and Greywolf Overseas from working capital
and/or from borrowings pursuant to margin accounts maintained in the ordinary
course of business by it at Goldman Sachs & Co. and Citibank, N.A. Each such
Reporting Person holds certain securities in its margin accounts and such
Page 9 of 15 Pages
accounts may from time to time have debit balances. Accordingly, the amount of
borrowings, if any, used to acquire the Shares is indeterminate.
The Greywolf Entities also acquired 62,723,155 Shares pursuant to the
conversion of CDN$13,066,872 principal amount of Company's 10% Secured
Convertible Debentures (the "Debentures"). Of such Shares, 54,537,169 were
acquired on February 1, 2006 after the Greywolf Entities submitted an election
notice to convert their Debentures into Shares, as provided for in the Purchase
Agreement. The remaining 8,185,986 Shares were acquired on November 30, 2005 as
part of the automatic conversion of certain Debentures that was effected
pursuant to the terms of the Trust Indenture between the Company, as issuer, and
Computershare Trust Company of Canada and Manufacturers and Traders Trust
Company, as co-Trustees, dated as of August 22, 2005 (the "Debenture
Indenture"). No consideration was paid by the Reporting Persons in connection
with either Debenture conversion.
Item 4. Purpose Of The Transaction
------ --------------------------
Item 4 of the Schedule 13D is updated as follows:
As of the date of this filing, the Greywolf Entities own in aggregate
135,928,924 Shares and 550,000 Warrants, each Warrant being exercisable for one
Share. On January 24, 2006, the Greywolf Entities entered into the Purchase
Agreement with the Company pursuant to which Greywolf Entities agreed, among
other things and subject to the terms and conditions of the Purchase Agreement,
(a) to purchase an aggregate of 73,205,769 Shares at a purchase price of CDN
$0.15 per Share, (b) to consent to certain amendments to the Debenture Indenture
and (c) to convert all of their Debentures into Shares on or before the closing
date under the Agreement. The Purchase Agreement also provided for the Greywolf
Entities to receive certain registration rights and subscription rights, as
described in Item 6 below. This summary of the Purchase Agreement is qualified
in its entirety by the full terms and conditions of the Purchase Agreement,
which is filed as an exhibit to the Form 6-K filed by the Company with the
Securities and Exchange Commission (the "SEC") on or about the date hereof, and
is incorporated herein by reference.
The closing date under the Purchase Agreement occurred on February 1,
2006 and on that date the Greywolf Entities purchased 73,205,769 Shares from the
Company and acquired an additional 54,537,169 Shares through conversion of 100%
of their remaining Debentures. The Greywolf Entities had previously acquired
8,185,986 Shares through the automatic conversion of certain Debentures that was
effected pursuant to the terms of the Debenture Indenture on November 30, 2005.
The purpose of the acquisitions of the Shares was and is for investment, and the
acquisitions reported herein by each of Greywolf Capital II and Greywolf
Overseas were made in the ordinary course of business and were not made for the
purpose of acquiring control of the Company.
Although no Reporting Person has any specific plan or proposal to
acquire or dispose of Shares and/or Warrants, consistent with its investment
purpose, each Reporting Person at any time and from time to time may acquire
additional Shares and/or Warrants or dispose of any or all of its Shares and/or
Warrants depending upon an ongoing evaluation of the investment in the Shares
and Warrants, prevailing market conditions, other investment opportunities,
liquidity requirements of the Reporting Person and/or other investment
considerations. No Reporting Person has made a
Page 10 of 15 Pages
determination regarding a maximum or minimum number of Shares and/or Warrants
which it may hold at any point in time.
Also, consistent with their investment intent, the Reporting Persons
may but will not necessarily engage in communications with one or more
shareholders of the Company, one or more officers of the Company, one or more
members of the board of directors of the Company or other persons regarding the
Company, including but not limited to its operations and potential acquisitions
of an operating business by the Company.
Except to the extent the foregoing may be deemed a plan or proposal,
none of the Reporting Persons has any plans or proposals which relate to, or
could result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons
may, at any time and from time to time, review or reconsider their position
and/or change their purpose and/or formulate plans or proposals with respect
thereto.
Item 5. Interest In Securities Of The Issuer
------ ------------------------------------
Item 5 of the Schedule 13D is amended and restated as follows:
(a) Greywolf Capital II and Greywolf Overseas
-----------------------------------------
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for each of Greywolf Capital II and
Greywolf Overseas is incorporated herein by reference
for each such entity. The percentage amount set forth
in Row 13 for all cover pages filed herewith is
calculated based upon the sum of (i) the 679,922,979
Shares outstanding as reported by the Company plus
(ii) with respect to each Reporting Person, that
number of additional Shares that would be issued if
such Reporting Person exercised all of the Warrants
of which it is the deemed beneficial owner.
(c) On February 1, 2006, Greywolf Capital II and Greywolf
Overseas purchased 51,049,661 and 22,156,108 Shares,
respectively, at a purchase price of CDN$0.15 per
Share, in a private transaction pursuant to the
Purchase Agreement. On February 1, 2006, Greywolf
Capital II and Greywolf Overseas converted
CDN$7,902,209 and CDN$3,434,845 principal amount of
Debentures into 38,013,765 and 16,523,404 Shares,
respectively, pursuant to the terms of the Debenture
Indenture and as agreed upon in the Purchase
Agreement.
(d) The General Partner has the power to direct the
receipt of dividends relating to, or the disposition
of the proceeds of the sale of, all of the Shares
beneficially owned by Greywolf Capital II reported
herein. The Investment Manager has the power to
direct the receipt of dividends relating to, or the
disposition of the proceeds of the sale of, all of
the Shares beneficially owned by Greywolf Overseas
and Greywolf Capital II reported herein. The
Investment Manager General Partner is the general
partner of the Investment
Page 11 of 15 Pages
Manager. Savitz is the senior managing member of the
General Partner and the sole managing member of the
Investment Manager General Partner.
(e) Not applicable.
(b) The General Partner, the Investment Manager and the Investment
--------------------------------------------------------------
Manager General Partner
-----------------------
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for each of the General Partner,
the Investment Manager and the Investment Manager
General Partner is incorporated herein by reference.
(c) None.
(d) The General Partner has the power to direct the
receipt of dividends relating to, or the disposition
of the proceeds of the sale of, all of the Shares
beneficially owned by Greywolf Capital II reported
herein. The Investment Manager has the power to
direct the receipt of dividends relating to, or the
disposition of the proceeds of the sale of, all of
the Shares beneficially owned by Greywolf Overseas
and Greywolf Capital II reported herein. The
Investment Manager General Partner is the general
partner of the Investment Manager. Savitz is the
senior managing member of the General Partner and the
sole managing member of the Investment Manager
General Partner.
(e) Not applicable.
(c) Savitz
------
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for Savitz is incorporated herein
by reference.
(c) None.
(d) The General Partner has the power to direct the
receipt of dividends relating to, or the disposition
of the proceeds of the sale of, all of the Shares
beneficially owned by Greywolf Capital II reported
herein. The Investment Manager has the power to
direct the receipt of dividends relating to, or the
disposition of the proceeds of the sale of, all of
the Shares beneficially owned by Greywolf Overseas
and Greywolf Capital II reported herein. The
Investment Manager General Partner is the general
partner of the Investment Manager. Savitz is the
senior managing member of the General Partner and the
sole managing member of the Investment Manager
General Partner.
(e) Not applicable.
The Shares (including those beneficially owned through ownership of
Warrants) reported hereby for Greywolf Capital II are owned directly by Greywolf
Capital II and those reported by
Page 12 of 15 Pages
Greywolf Overseas are owned directly by Greywolf Overseas. The General Partner,
as general partner to Greywolf Capital II, may be deemed to be the beneficial
owner of all such Shares beneficially owned by Greywolf Capital II. The
Investment Manager, as investment manager to Greywolf Overseas and Greywolf
Capital II, may be deemed to be the beneficial owner of all such Shares
beneficially owned by Greywolf Overseas and Greywolf Capital II. The Investment
Manager General Partner, as general partner of the Investment Manager, may be
deemed to be the beneficial owner of all such Shares beneficially owned by
Greywolf Overseas and Greywolf Capital II. Savitz, as the senior managing member
of the General Partner and as the sole managing member of the Investment Manager
General Partner, may be deemed to be the beneficial owner of all such Shares
beneficially owned by Greywolf Capital II and Greywolf Overseas. Each of the
General Partner, the Investment Manager, the Investment Manager General Partner
and Savitz hereby disclaims any beneficial ownership of any such Shares (and
related Warrants).
Item 6. Contracts, Arrangements, Understandings Or
------ -------------------------------------------
Relationships With Respect To Securities Of The Issuer
------------------------------------------------------
Item 6 of the Schedule 13D is updated as follows:
As provided for in the Purchase Agreement, the Company and the Greywolf
Entities entered into a registration rights agreement dated on or about February
1, 2006 (the "Second Registration Rights Agreement") that provides for certain
demand registration rights and piggyback registration rights with respect to the
73,205,769 Shares purchased by the Greywolf Entities from the Company pursuant
to the Purchase Agreement. This summary of the Second Registration Rights
Agreement is qualified in its entirety by the full terms and conditions of the
Second Registration Rights Agreement, which is filed as an exhibit to the Form
6-K filed by the Company with the SEC on or about the date hereof, and is
incorporated herein by reference. The 62,723,155 Shares acquired by the Greywolf
Entities pursuant to the conversion of their Debentures have the benefit of the
registration rights granted by the Company pursuant to the Registration Rights
Agreement, as described in the prior Schedule 13D.
Pursuant to the Purchase Agreement and subject to the terms, conditions
and exceptions contained therein, so long as the Greywolf Entities do not hold
less than 3% of the outstanding Shares on an undiluted basis, the Company shall
not issue any Shares or securities convertible into, exchangeable for, or
otherwise carrying the right to acquire Shares (together, "New Securities")
without contemporaneously granting to the Greywolf Entities the right and option
to purchase on the same terms as generally applicable to such new issuance a
sufficient number of New Securities so that the Greywolf Entities maintain their
proportionate interest in the total number of voting rights that they owned
prior to the issuance of such New Securities. This summary of the Purchase
Agreement is qualified in its entirety by the full terms and conditions of the
Purchase Agreement, which is filed as an exhibit to the Form 6-K filed by the
Company with the SEC on or about the date hereof, and is incorporated herein by
reference.
The Warrants are currently exercisable and can be exercised until
February 18, 2006. The exercise price of the Warrants is CDN$9.00 per Share,
subject to adjustment. This summary of the Warrants is qualified in its entity
by the full terms and conditions of the Warrant Indenture dated as of February
18, 2004 between the Company and Computershare Trust Company of Canada as
Warrant Agent (the "Warrant Indenture"). For the full terms and conditions of
the Warrants, see
Page 13 of 15 Pages
the Warrant Indenture filed as Exhibit 2.3 to the Annual Report on Form 20-F for
the year ended December 31, 2003 filed by the Company with the SEC on April 23,
2004, which document is incorporated herein by reference.
Except for the Purchase Agreement, the Registration Rights Agreement,
the Second Registration Rights Agreement, the Intercreditor Agreement, the May
2005 Term Sheet, the Credit Agreement and any other agreements described herein
and/or in the prior Schedule 13D, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Persons
or between such persons and any other person with respect to any securities of
the Company, including but not limited to the transfer or voting of any
securities of the Company, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
Item 7. Materials To Be Filed As Exhibits
------ ---------------------------------
Item 7 of the Schedule 13D is updated as follows:
The Second Registration Rights Agreement is filed as an exhibit to the
Form 6-K filed by the Company with the SEC on or about the date hereof, and is
incorporated herein by reference. This summary of the Purchase Agreement is
qualified in its entirety by the full terms and conditions of the Purchase
Agreement, which is filed as an exhibit to the Form 6-K filed by the Company
with the SEC on or about the date hereof, and is incorporated herein by
reference.
Page 14 of 15 Pages
SIGNATURES
----------
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: February 2, 2006
/s/ Jonathan Savitz
----------------------------------------
GREYWOLF ADVISORS LLC,
On its own behalf
And as the General Partner of
GREYWOLF CAPITAL PARTNERS II LP
By Jonathan Savitz,
Senior Managing Member
/s/ Jonathan Savitz
----------------------------------------
GREYWOLF GP LLC
By Jonathan Savitz,
Managing Member
/s/ Jonathan Savitz
----------------------------------------
GREYWOLF CAPITAL MANAGEMENT LP,
On its own behalf
And as investment manager to
GREYWOLF CAPITAL OVERSEAS FUND
By Jonathan Savitz,
Managing Member of Greywolf GP LLC, its General Partner
/s/ Jonathan Savitz
-------------------------------------
Jonathan Savitz
Page 15 of 15 Pages