Amended Statement of Beneficial Ownership (sc 13d/a)
August 20 2014 - 6:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)*
Under the Securities Exchange Act of 1934
Penford Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
707051108
(CUSIP Number of Class of Securities)
Paul Robinson
Senior Vice President, General Counsel
and Corporate Secretary
SEACOR Holdings Inc.
P.O. Box 13038
2200 Eller Drive
Ft. Lauderdale, Florida 33316
(954) 523-2200
with a copy to:
David Zeltner, Esq.
Milbank, Tweed, Hadley & McCloy
LLP
1 Chase Manhattan Plaza
New York, NY 10005
(212) 530-5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 19, 2014
(Date of Event which Requires Filing Statement on Schedule 13D)
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 Rule 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 on the remainder
of this cover page shall not be deemed to be "filed" for the purposes 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. 707051108
(1) |
NAMES OF REPORTING PERSONS |
|
SEACOR Holdings Inc. |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
(a) o |
|
(b) o |
(3) |
SEC USE ONLY |
(4) |
SOURCE OF FUNDS |
|
WC |
(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 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) |
SOLE VOTING POWER |
|
0 |
(8) |
SHARED VOTING POWER |
|
1,186,600 |
(9) |
SOLE DISPOSITIVE POWER |
|
0 |
(10) |
SHARED DISPOSITIVE POWER |
|
1,186,600 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
1,186,600 |
(12) |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
9.34%1 |
(14) |
TYPE OF REPORTING PERSON
CO: HC
|
|
|
|
1
Based upon the net number of 12,705,538 shares of common stock of Penford Corporation (the "Issuer") stated to be outstanding
as of July 2, 2014 by the Issuer in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended May
31, 2014 filed by the Issuer on July 8, 2014 with the Securities and Exchange Commission (the "Form 10-Q").
CUSIP No. 707051108
(1) |
NAMES OF REPORTING PERSONS |
|
F2 SEA Inc. |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
(a) o |
|
(b) o |
(3) |
SEC USE ONLY |
(4) |
SOURCE OF FUNDS |
|
WC |
(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 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) |
SOLE VOTING POWER |
|
0 |
(8) |
SHARED VOTING POWER |
|
1,186,600 |
(9) |
SOLE DISPOSITIVE POWER |
|
0 |
(10) |
SHARED DISPOSITIVE POWER |
|
1,186,600 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
1,186,600 |
(12) |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] |
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
9.34%2 |
(14) |
TYPE OF REPORTING PERSON
CO
|
|
|
|
2
Based upon the net number of 12,705,538 shares of common stock of the Issuer stated to be outstanding as of July 2, 2014
by the Issuer in the Form 10-Q.
This Amendment No. 3 amends and supplements
the Statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on July 3, 2013,
as amended by Amendment No. 1 thereto filed with the Commission on August 29, 2013 and Amendment No. 2 thereto filed with the Commission
on July 11, 2014 (as so amended, the “Schedule 13D”), which relates to the common stock, par value $1.00 per share
(the “Common Stock”), of Penford Corporation, a Washington corporation (the “Issuer”). Capitalized terms
used herein and not otherwise defined have the meaning assigned to such terms in the Schedule 13D. All items or responses not described
herein remain as previously reported in the Schedule 13D.
| Item 2. | Identity and Background |
Schedule A referred to in Item 2 is hereby
amended and restated as set forth in Schedule A attached hereto.
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended and supplemented
by adding the following disclosure:
On August 19, 2014, the Reporting Persons
submitted notice to the Issuer that it is nominating Leonard J. Berlik, Thomas A. Doxsie, Carl B. Ragan and Richard Ryan for election
as directors of the Issuer at the Issuer’s next annual meeting of shareholders, together with the additional information
required to be provided in connection with such notice, in each case in accordance with the Issuer’s Amended and Restated
Bylaws.
Except as otherwise set forth in this Item
4, the Reporting Persons currently have no plans or proposals of the type that would be required to be disclosed pursuant to this
Item 4, although the Reporting Person may from time to time consider pursuing or proposing any or all of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.
Dated: August 19, 2014
|
By: /s/ Evan Behrens |
|
Name: |
Evan Behrens |
|
Title: |
Senior Vice President |
|
By: /s/ Evan Behrens |
|
Name: |
Evan Behrens |
|
Title: |
Vice President |
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF THE
REPORTING PERSONS
The following sets
forth the name, position, and principal occupation or employment and business address of each director and executive officer of
each of the Reporting Persons. Each such person is a citizen of the United States of America, except that Mr. Pierre Demandolx
is a citizen of France and Mr. Dick Fagerstal is a citizen of Sweden and of the United States of America. Mr. Evan Behrens, in
his capacity as a director of the Issuer, was awarded a restricted stock grant of 1,556 shares of Common Stock with a grant date
of January 1, 2014. Such shares will not vest until January 1, 2015. To the best of the Reporting Persons’ knowledge, except
as set forth in this statement on Schedule 13D, no other director or executive officer of the Reporting Persons owns any shares
of the Common Stock.
SEACOR Holdings Inc.
Name |
Position/Principal Occupation |
Business Address |
Charles Fabrikant |
Executive Chairman of the Board of Directors of SEACOR Holdings Inc. |
SEACOR Holdings Inc.
2200 Eller Drive, PO Box 13038
Fort Lauderdale, FL 33316 |
Oivind Lorentzen |
Chief Executive Officer and Director of SEACOR Holdings Inc. |
SEACOR Holdings Inc.
460 Park Avenue, 12th Floor
New York, NY 10022 |
John Gellert |
Senior Vice President and President of Offshore Marine Services |
SEACOR Holdings Inc.
460 Park Avenue, 12th Floor
New York, NY 10022 |
Paul Robinson |
Senior Vice President, General Counsel and Corporate Secretary |
SEACOR Holdings Inc.
2200 Eller Drive, PO Box 13038
Fort Lauderdale, FL 33316 |
Matthew Cenac |
Senior Vice President and Chief Financial Officer |
SEACOR Holdings Inc.
2200 Eller Drive, PO Box 13038
Fort Lauderdale, FL 33316 |
David R. Berz |
Director of SEACOR Holdings Inc. |
SEACOR Holdings Inc.
2200 Eller Drive, PO Box 13038
Fort Lauderdale, FL 33316 |
Pierre De Demandolx |
Director of SEACOR Holdings Inc. and General Partner of DPH Conseils |
DPH Conseils
3 Square Lamartine
Paris, France 75116 |
Andrew R. Morse |
Director of SEACOR Holdings Inc. and Managing Director and Senior Portfolio Manager of Morse, Towey and White |
High Tower Advisors
505 Fifth Avenue, 12th Floor
New York, NY 10017 |
R. Christopher Regan |
Director of SEACOR Holdings Inc. and Co-Founder and Managing Director of The Chartis Group, LLC |
The Chartis Group, LLC
140 Broadway, 46th Floor
New York, NY 10005 |
Steven J. Wisch |
Director of SEACOR Holdings Inc. and Managing Partner of El Dorado Partners, LLC |
SEACOR Holdings Inc.
2200 Eller Drive, PO Box 13038
Fort Lauderdale, FL 33316 |
F2 SEA Inc.
Name |
Position |
Business Address |
Dick Fagerstal |
President and Director of F2 SEA Inc. and Senior Vice President Corporate Development and Finance of SEACOR Holdings Inc. |
SEACOR Holdings Inc.
460 Park Avenue, 12th Floor
New York, NY 10022 |
John Gellert |
Vice President of F2 SEA Inc. and Senior Vice President and President of Offshore Marine Services of SEACOR Holdings Inc. |
SEACOR Holdings Inc.
460 Park Avenue, 12th Floor
New York, NY 10022 |
Evan Behrens |
Vice President of F2 SEA Inc. and Senior Vice President Business Development of SEACOR Holdings Inc. |
SEACOR Holdings Inc.
460 Park Avenue, 12th Floor
New York, NY 10022 |
Matthew Cenac |
Vice President/Treasurer of F2 SEA Inc. and Senior Vice
President and Chief Financial Officer of SEACOR Holdings Inc. |
SEACOR Holdings Inc.
2200 Eller Drive, PO Box 13038
Fort Lauderdale, FL 33316 |
Lisa Manekin |
Vice President/Secretary of F2 SEA Inc. and Treasurer of SEACOR Holdings Inc. |
SEACOR Holdings Inc.
2200 Eller Drive, PO Box 13038
Fort Lauderdale, FL 33316 |
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