SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
PREVU, INCORPORATED
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
972463103
(CUSIP Number)
Mark G. Schoeppner
Quaker Capital Management Corporation
601 Technology Drive, Suite 310
Canonsburg, Pennsylvania 15317
(412) 281-1948
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
November 18, 2008
(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), 240.13d-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 ss.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 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).
2
SCHEDULE 13D/A
--------------
CUSIP No. 972463103
1) NAME OF REPORTING PERSON
Quaker Capital Management Corporation
-------------------------------------
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON 25-1495646
-----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS AF
--------------
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth
of Pennsylvania
---------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 6,696,708
---------
8) SHARED VOTING POWER 0
---------
9) SOLE DISPOSITIVE POWER 6,696,708
---------
10) SHARED DISPOSITIVE POWER 0
---------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 6,696,708
---------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 14.37%
------
14) TYPE OF REPORTING PERSON IA
--
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CUSIP No. 972463103
1) NAME OF REPORTING PERSON
Quaker Capital Partners I, L.P.
-------------------------------------
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON 25-1778076
-----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
-------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 4,236,144
---------
8) SHARED VOTING POWER 0
---------
9) SOLE DISPOSITIVE POWER 4,236,144
---------
10) SHARED DISPOSITIVE POWER 0
---------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 4,236,144
---------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 9.60%
-----
14) TYPE OF REPORTING PERSON PN
--
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CUSIP No. 972463103
1) NAME OF REPORTING PERSON
Quaker Premier, L.P.
-------------------------------------
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON 25-1778068
-----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS AF
--------------
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
-------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 4,236,144
---------
8) SHARED VOTING POWER 0
---------
9) SOLE DISPOSITIVE POWER 4,236,144
---------
10) SHARED DISPOSITIVE POWER 0
---------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 4,236,144
---------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 9.60%
------
14) TYPE OF REPORTING PERSON PN
--
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CUSIP No. 972463103
1) NAME OF REPORTING PERSON
Quaker Capital Partners II, L.P.
-------------------------------------
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON 11-3667966
-----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
-------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 2,460,564
---------
8) SHARED VOTING POWER 0
---------
9) SOLE DISPOSITIVE POWER 2,460,564
---------
10) SHARED DISPOSITIVE POWER 0
---------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 2,460,564
---------
12) HECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 5.81%
------
14) TYPE OF REPORTING PERSON PN
--
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CUSIP No. 972463103
1) NAME OF REPORTING PERSON
Quaker Premier II, L.P.
-------------------------------------
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON 30-0135937
-----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS AF
--------------
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
-------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 2,460,564
---------
8) SHARED VOTING POWER 0
---------
9) SOLE DISPOSITIVE POWER 2,460,564
---------
10) SHARED DISPOSITIVE POWER 0
---------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 2,460,564
---------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 5.81%
------
14) TYPE OF REPORTING PERSON PN
--
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CUSIP No. 972463103
1) NAME OF REPORTING PERSON
Mark G. Schoeppner
-------------------------------------
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
-----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS Not applicable
--------------
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
of America
-------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 0
---------
8) SHARED VOTING POWER 0
---------
9) SOLE DISPOSITIVE POWER 0
---------
10) SHARED DISPOSITIVE POWER 0
---------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 0
---------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES [ X ]
Mark G. Schoeppner disclaims beneficial ownership of 6,696,708 shares of the
Issuer's Common Stock that may be deemed to be beneficially owned by Quaker
Capital Partners, I, L.P. and Quaker Capital Partners, II, L.P.
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 0%
------
14) TYPE OF REPORTING PERSON IN
--
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This Amendment No. 3 is being filed by (i) Quaker Capital Management
Corporation, a Pennsylvania corporation and a registered Investment Advisor
under Section 203 of the Investment Advisors Act of 1940, (ii) Quaker Capital
Partners I, L.P., a Delaware limited partnership, (iii) Quaker Premier, L.P., a
Delaware limited partnership, (iv) Quaker Capital Partners II, L.P., a Delaware
limited partnership, (v) Quaker Premier II, L.P., a Delaware limited
partnership, and (vi) Mark G. Schoeppner to amend the schedule 13D filed by the
Reporting Persons with the Securities and Exchange Commission (the "SEC") on
June 12, 2007, as amended by Amendment No. 1 filed by the Reporting Persons with
the SEC on June 27, 2007 and Amendment No. 2 filed by the Reporting Persons with
the SEC on November 21, 2008. Capitalized terms used but not defined herein have
the meanings ascribed to them in the Schedule 13D. This Amendment No. 3 is being
filed to reflect beneficial ownership of (i) certain shares of Common Stock that
may be acquired upon the exercise of Warrants to Subscribe for and Purchase
Common Stock that were issued to Quaker I and Quaker II, respectively, by the
Issuer and (ii) certain shares of Common Stock that may be acquired upon
conversion of shares of the Issuer's Series A Convertible Preferred Stock held
by Quaker I and Quaker II, respectively, the beneficial ownership of such shares
having been inadvertently omitted from Amendment No. 2.
Item 1. Security and Issuer.
This Schedule 13D is filed with respect to the Common Stock, par value
$0.01 per share (the "Common Stock"), of PreVu, Incorporated, a Minnesota
corporation (the "Issuer"). The Issuer's principal executive offices are located
at 7401 Boone Avenue North, Brooklyn Park, Minnesota 55428. On July 8, 2008, the
Issuer announced that it changed its corporate name from Wilsons The Leather
Experts Inc. to PreVu, Incorporated.
Item 2. Identity and Background
(a)-(f) This Schedule 13D is being filed by (i) Quaker Capital Management
Corporation, a Pennsylvania corporation and a registered Investment Advisor
under Section 203 of the Investment Advisors Act of 1940 ("QCMC"), (ii) Quaker
Capital Partners I, L.P., a Delaware limited partnership ("Quaker I"), (iii)
Quaker Premier, L.P., a Delaware limited partnership ("Premier"), (iv) Quaker
Capital Partners II, L.P., a Delaware limited partnership ("Quaker II"), (v)
Quaker Premier II, L.P., a Delaware limited partnership ("Premier2"), and (vi)
Mark G. Schoeppner (collectively, the "Reporting Persons").
QCMC's principal executive offices are located at 601 Technology Drive,
Suite 310, Canonsburg, Pennsylvania 15317. QCMC is engaged in the business of
providing investment management services. QCMC is the general partner of Premier
and Premier2. Premier's and Premier2's principal executive offices are located
at 601 Technology
9
Drive, Suite 310, Canonsburg, Pennsylvania 15317. Premier's principal business
activity is serving as the general partner of Quaker I. Premier2's principal
business activity is serving as the general partner of Quaker II. Quaker I is
primarily engaged in the business of investing in equity securities, and its
principal executive offices are located at 601 Technology Drive, Suite 310,
Canonsburg, Pennsylvania 15317. Quaker II is primarily engaged in the business
of investing in equity securities, and its principal executive offices are
located 601 Technology Drive, Suite 310, Canonsburg, Pennsylvania 15317. Mark G.
Schoeppner is QCMC's President and sole executive officer and director. Mr.
Schoeppner's current business address is 601 Technology Drive, Suite 310,
Canonsburg, Pennsylvania 15317. Mr.Schoeppner is a United States citizen.
By virtue of the relationships described above (a) QCMC may be deemed to
possess direct or indirect beneficial ownership of the Issuer's Common Stock
held by or deemed to be held by Quaker I, Quaker II, and QCMC's investment
advisory clients, (b) Premier may be deemed to possess indirect beneficial
ownership of the Issuer's Common Stock held by or deemed to be held by Quaker I,
(c) Premier2 may be deemed to possess indirect beneficial ownership of the
Issuer's Common Stock held by or deemed to be held by Quaker II and (d) Mr.
Schoeppner may be deemed to possess indirect beneficial ownership of the
Issuer's Common Stock held by or deemed to be held by Quaker I, Quaker II and
QCMC.
During the last five years, no Reporting Person has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, no Reporting Person has been a 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.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, QCMC may be deemed to beneficially own 6,696,708
shares of Common Stock. The 6,696,708 shares include shares of Common Stock that
may be acquired upon the exercise of Warrants to Subscribe for and Purchase
Common Stock, which were issued to Quaker I (the "First Quaker I Warrant") and
Quaker II (the "First Quaker II Warrant") on April 25, 2004 (collectively, the
"First Warrants") and shares of Common Stock that may be acquired upon the
exercise of Warrants to Subscribe for and Purchase Common Stock (collectively,
the "Second Warrants"), which were issued to Quaker I (the "Second Quaker I
Warrant") and Quaker II (the "Second Quaker II Warrant") on July 2, 2004 in
connection with the closing of the transaction provided for in the Common Stock
and Warrant Purchase Agreement dated as of April 25, 2004 with the Issuer.
Pursuant to an anti-dilution adjustment triggered by the Purchase Agreement (as
defined below), the First Warrants and Second Warrants were amended such that
460,622 shares of Common Stock may now be acquired upon the exercise of each of
the
10
First Quaker I Warrant and the Second Quaker I Warrant and 256,859 shares of
Common Stock may now be acquired upon the exercise of each of the First Quaker
II Warrant and the Second Quaker II Warrant. The 6,696,708 shares of Common
Stock that may be deemed to be beneficially owned by QCMC also includes
1,666,666 shares of Common Stock that may be acquired upon the exercise of
Warrants to Subscribe for and Purchase Common Stock of the Issuer (collectively,
the "Third Warrants"), which were issued to Quaker I (the "Third Quaker I
Warrant") and Quaker II (the "Third Quaker II Warrant") on June 15, 2007 in
connection with the closing of the Equity Financing (as defined below).
1,050,000 shares of Common Stock may be acquired upon the exercise of the Third
Quaker I Warrant and 616,666 shares of Common Stock may be acquired upon the
exercise of the Third Quaker II Warrant. The First Warrants, the Second Warrants
and the Third Warrants are immediately exercisable. The First Warrants expire on
April 25, 2009, the Second Warrants expire on July 2, 2009 and the Third
Warrants expire on June 15, 2012.
Quaker I paid funds totaling approximately $3.15 million for the purchase
of the 3,150 shares of Preferred Stock (as defined below) and the Third Quaker I
Warrant. Quaker II paid funds totaling $1.85 million for the purchase of the
1,850 shares of Preferred Stock and the Third Quaker II Warrant. No borrowed
funds were used to purchase the Preferred Stock or Third Warrants, other than
any borrowed funds used for working capital purposes in the ordinary course of
business.
Item 4. Purpose of Transaction.
(a)-(f) As previously disclosed, on June 1, 2007, Quaker I, Quaker II,
Marathon Fund Limited Partnership V ("MFV"), Peninsula Investment Partners, L.P.
("PIP") (collectively, the "Purchasers"), and Issuer entered into a Securities
Purchase Agreement (the "Purchase Agreement"). The Purchase Agreement provided
for the sale, in a private placement, of 45,000 shares of Series A Convertible
Preferred Stock ("Preferred Stock") and 15,000,000 warrants to purchase shares
of Common Stock (the "Warrants"), resulting in gross proceeds to the Issuer of
$45 million (the "Equity Financing"). The Issuer intends to use these proceeds
for general working capital purposes and to pay fees related to the Equity
Financing. The securities sold in the private placement have not been registered
under the Securities Act of 1933, as amended, and may not be offered or sold in
the United States in the absence of an effective registration statement or
exemption from registration requirements. On June 15, 2007, the Issuer issued a
press release announcing the closing of the Equity Financing, a copy of which is
filed as Exhibit B hereto and is incorporated herein by reference. Pursuant to
the Purchase Agreement, and in the Equity Financing, Quaker I received 3,150
shares of Preferred Stock and the Third Quaker I Warrant and Quaker II received
1,850 shares of Preferred Stock and the Third Quaker II Warrant.
Concurrently with the execution of the Purchase Agreement, Quaker I and
Quaker II entered into a Support Agreement with the Issuer, MFV, and PIP, a copy
of which is filed as Exhibit C hereto and is incorporated herein by reference
(the "Support Agreement"). Pursuant to the Support Agreement, Quaker I, Quaker
II and PIP have agreed, for the benefit of MFV, to vote their respective shares
of
11
Common Stock held by them, and any other securities held by them having voting
rights during the term of the Support Agreement: (i) in favor of the
transactions contemplated by the Purchase Agreement, (ii) against any proposal
or other corporate action that would result in any breach of any agreement of
the Issuer under the Purchase Agreement or which could result in any of the
conditions to the Issuer's obligations under the Purchase Agreement not being
fulfilled, (iii) in favor of the two nominees for election as additional
directors of the Issuer designated by MFV, (iv) against any proposal or other
corporate action that would result in such nominees not being so elected, (v) in
favor of any transaction involving the sale or merger of the Issuer with a third
party, in which the third party (a) acquires a majority of the capital stock of
the Issuer possessing the voting power to elect a majority of the Issuer's board
of directors or (b) acquires assets constituting all or substantially all of the
assets of the Issuer, that is proposed or supported by MFV, and (vi) against any
such transaction opposed by MFV or that would result in such a transaction so
proposed or supported not being presented to or approved by the Issuer's
shareholders. In the Support Agreement, Quaker I, Quaker II and PIP granted an
irrevocable proxy to Marathon Ultimate GP, LLC ("MULLC"), the general partner of
the general partner of MFV, to enable MULLC to direct the voting of all such
shares and other securities in any shareholder vote on the transactions
described in clauses (i) and (ii) above. MFV's rights to require Quaker I,
Quaker II and PIP to vote as described in clauses (iii) through (vi) will
terminate upon the earlier to occur of (A) MFV holding less than 20% of the
shares of Common Stock issued or issuable upon conversion of the Preferred Stock
issued to the purchasers pursuant to the Purchase Agreement or (B) termination
of the Support Agreement.
The Support Agreement prohibits Quaker I, Quaker II and PIP from selling or
otherwise transferring, encumbering, or granting a proxy or power of attorney
with respect to (subject to certain limited exceptions), their respective shares
of Common Stock and other securities, for a period of two years after the
approval by Issuer's shareholders of the transactions contemplated by the
Purchase Agreement (the "Two Year Lock-Up").
The Support Agreement also prohibits Quaker I, Quaker II and PIP from (i)
instigating, supporting or in any way participating in any proxy contest or
otherwise engaging in the solicitation of proxies in opposition to matters
proposed or otherwise supported by Issuer's board of directors or MFV, (ii)
participating in any contest for the election of directors of Issuer (except
with respect to their own director designees), (iii) participating in proxy
solicitations for the approval of any shareholder proposals with respect to
Issuer, (iv) forming, or otherwise participating in, any "group" for purposes of
Section 13(d)(3) of the Exchange Act, (v) soliciting, seeking, negotiating with
any of Issuer's directors, officers or shareholders, or formulating, filing or
making any public announcement with respect to, (A) any business combination,
restructuring, recapitalization or similar transaction involving Issuer, (B) any
modification of the Support Agreement, or (C) any proposal or other statement
inconsistent with the Support Agreement (subject to certain limited exceptions),
(vi) seeking to remove any of Issuer's directors (except their own designees),
(vii) seeking to increase the number of Issuer's directors in excess of 11 or to
increase the number of their own designees above
12
one, (viii) calling or seeking to have called any meeting of Issuer's
shareholders, or (ix) in any way assisting any third party to take any such
actions.
Quaker I, Quaker II and PIP have also agreed in the Support Agreement to
not disparage MFV or the business strategies adopted by Issuer's board of
directors or the implementation thereof.
The Support Agreement terminates on the earlier of (i) June 1, 2011 or (ii)
the date of termination of the Purchase Agreement.
On June 15, 2007, in connection with the closing of the Equity Financing,
Quaker I and Quaker II entered into a registration rights agreement (the
"Registration Rights Agreement") with the Issuer, MFV and PIP, a copy of which
is filed as Exhibit D hereto and is incorporated herein by reference. The
Registration Rights Agreement provides the Purchasers with two separate rights
to demand that the Issuer file a registration statement providing for the resale
of shares of Common Stock upon conversion of the Preferred Stock and upon
exercise of the Warrants. In addition, the Registration Rights Agreement
provides unlimited piggyback registration rights on other registrations effected
by the Issuer.
The shares of Common Stock, Preferred Stock and Warrants held by certain of
the Reporting Persons were acquired for, and are being held for, investment
purposes. The acquisitions of the shares of Common Stock, Preferred Stock and
Warrants were made in the ordinary course of the applicable Reporting Persons'
business or investment activities, as the case may be.
In an effort to protect their investment, as well as to maximize
shareholder value, the Reporting Persons may acquire additional securities of
the Issuer, dispose of all or some of these securities from time to time
(subject to the Two Year Lock-Up), in each case in open market or private
transactions, block sales or purchases or otherwise, or may continue to hold the
Issuer's securities, depending on business and market conditions, its continuing
evaluation of the business and prospects of the Issuer and other factors.
The Reporting Persons may also, subject to their obligations under the
Support Agreement, engage in and may plan for their engagement in:
(1) the acquisition of additional securities of the Issuer, or the
disposition of securities of the Issuer;
(2) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer;
(3) a sale or transfer of a material amount of assets of the Issuer;
(4) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
13
(5) any material change in the present capitalization or dividend policy
of the Issuer;
(6) any other material change in the Issuer's business or corporate
structure;
(7) changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(8) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
on an inter-dealer quotation system of a registered national
securities association;
(9) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
and/or
(10) any action similar to those enumerated above.
Any future decision of the Reporting Persons to take any such actions with
respect to the Issuer or its securities will take into account various factors,
including the prospects of the Issuer, general market and economic conditions
and other factors deemed relevant at that time.
References to, and descriptions of, the Support Agreement and the
Registration Rights Agreement set forth herein are qualified in their entirety
by reference to the copies of the Support Agreement and Registration Rights
Agreement included as Exhibits C and D, respectively, to this Schedule 13D, each
of which is incorporated herein by reference in its entirety where each such
reference appears.
Item 5. Interest in Securities of the Issuer.
By virtue of being the general partner of Premier which is the general
partner of Quaker I, QCMC may be deemed to be the beneficial owner of 1,971,244
shares of the Issuer's Common Stock issuable upon exercise of warrants held by
Quaker I and 2,264,900 shares of the Issuer's Common Stock issuable upon
conversion of 3,150 shares of Preferred Stock held by Quaker I. By virtue of
being the general partner of Premier2 which is the general partner of Quaker II,
QCMC may also be deemed to be the beneficial owner of 1,130,384 shares of the
Issuer's Common Stock issuable upon exercise of warrants held by Quaker II and
1,330,180 shares of the Issuer's Common Stock issuable upon conversion of 1,850
shares of Preferred Stock held by Quaker II. As a result of being the general
partner of Quaker I, Premier may be deemed to be the beneficial owner of
1,971,244 shares of the Issuer's Common Stock issuable upon exercise of warrants
held by Quaker I and 2,264,900 shares of the Issuer's Common Stock issuable upon
conversion of 3,150 shares of Preferred Stock held by Quaker I. As a result of
being the general partner of Quaker II, Premier2 may be deemed to be the
beneficial owner of 1,130,384 shares of the Issuer's Common Stock issuable upon
exercise of warrants held by Quaker II and 1,330,180
14
shares of the Issuer's Common Stock issuable upon conversion of 1,850 shares of
Preferred Stock held by Quaker II. As President of QCMC and as QCMC's sole
executive officer and director, Mr. Schoeppner may be deemed to beneficially own
all shares of the Issuer's Common Stock that QCMC is deemed to beneficially own.
Mr. Schoeppner specifically disclaims beneficial ownership of all 6,696,708
shares of Common Stock covered by this Schedule 13D. The filing of this Schedule
13D shall not be construed as an admission that such Reporting Persons are, for
purposes of Section 13(d) or 13(g) of the Securities Act of 1933, as amended,
the beneficial owners of these securities. Nor shall this Schedule 13D be
construed as an admission that the Reporting Persons constitute a group.
QCMC may be deemed to beneficially own an aggregate of 6,696,708 shares of
the Issuer's Common Stock which represents approximately 14.37% of the
outstanding shares of the Issuer's Common Stock based upon the 39,893,039 shares
of Common Stock outstanding as of June 12, 2008 (as publicly disclosed by the
Issuer in its Quarterly Report on Form 10-Q filed with the SEC on June 17, 2008)
as increased by 6,696,708 shares of Common Stock that may be collectively
acquired by Quaker I and Quaker II pursuant to warrant exercises and conversion
of Preferred Stock. Premier may be deemed to beneficially own an aggregate of
4,236,144 shares of the Issuer's Common Stock which represents approximately
9.60% of the 39,893,039 shares of Common Stock outstanding as increased by
4,236,144 shares of Common Stock that may be acquired by Quaker I pursuant to
warrant exercises and Preferred Stock conversion. Quaker I may be deemed to
beneficially own an aggregate of 4,236,144 shares of the Issuer's Common Stock
which represents approximately 9.60% of the outstanding shares of the Issuer's
Common Stock and over which Quaker I has sole voting and dispositive power.
Premier2 may be deemed to beneficially own an aggregate of 2,460,564 shares of
the Issuer's Common Stock which represents approximately 5.81% of the
outstanding shares of the Issuer's Common Stock based upon the 39,893,039 shares
of Common Stock outstanding as increased by 2,460,564 shares of Common Stock
that may be acquired by Quaker II pursuant to warrant exercises and conversion
of Preferred Stock. Quaker II may be deemed to beneficially own an aggregate of
2,460,564 shares of the Issuer's Common Stock which represents approximately
5.81% of the outstanding shares of the Issuer's Common Stock and over which
Quaker II has sole voting and dispositive power. Mr. Schoeppner may be deemed to
beneficially own an aggregate of 6,696,708 shares of the Issuer's Common Stock
which represents approximately 14.37% of the outstanding shares of the Issuer's
Common Stock based upon the 39,893,039 shares of Common Stock outstanding as
increased by 6,696,708 shares of Common Stock that may be collectively acquired
by Quaker I and Quaker II pursuant to warrant exercises and conversion of
Preferred Stock. Mr. Schoeppner specifically disclaims beneficial ownership of
all of these shares. The other Reporting Persons specifically disclaim
beneficial ownership of all shares reflected in this Schedule 13D except to the
extent, if any, of its pecuniary interest therein.
15
The Reporting Persons have sold a total of 6,580,585 shares of Common Stock
within the past sixty (60) days. The following chart sets forth information
regarding the sales of a total of 1,000,880 shares of Common Stock on behalf of
QCMC's investment advisory clients
Number of Price
Date of Sale Shares Sold Per Share
------------------------- ------------------ --------------------
November 14, 2008 70,336 $0.0040
November 17, 2008 505,000 0.0020
November 18, 2008 425,544 0.0008
------------------
1,000,880
==================
|
On November 18, 2008, Quaker I and Quaker II sold a total of 5,579,705 shares of
Common Stock, as described below:
Number of Price
Date of Sale Seller Shares Sold Per Share
----------------------------------- ------------------ ------------------------- -----------------------
November 18, 2008 Quaker I 3,578,608 0.0008
November 18, 2008 Quaker II 2,001,097 0.0008
-------------------------
5,579,705
=========================
|
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The Support Agreement is described in Item 4 of this Schedule 13D and is
attached hereto as Exhibit C. The Registration Rights Agreement is described in
Item 4 of this Schedule 13D and is attached hereto as Exhibit D.
Item 7. Material to be Filed as Exhibits.
The following are filed herewith as exhibits to this Schedule 13D:
A - Joint Filing Agreement among Quaker Capital Management
Corporation, Quaker Capital Partners I, L.P., Quaker Premier, L.P., Quaker
Capital Partners II, L.P., Quaker Premier II, L.P. and Mark G. Schoeppner
(incorporated by reference to Exhibit 2 to the Schedule 13D filed by the
Reporting Persons on June 12, 2007).
B - Issuer's Press Release, dated June 15, 2007 (incorporated by
reference to Exhibit B to Amendment No. 1 to the Schedule 13D filed by the
Reporting Persons on June 27, 2007).
C - Support Agreement, dated as of June 1, 2007, by and among Wilsons
The Leather Experts Inc., Marathon Fund Limited Partnership V, Peninsula
Investment Partners, L.P., Quaker Capital Partners I, L.P., and Quaker Capital
Partners II, L.P. (incorporated by reference to Exhibit C to Amendment No. 1 to
the Schedule 13D filed by the Reporting Persons on June 27, 2007).
D - Registration Rights Agreement, dated as of June 15, 2007, by and
among Wilsons The Leather Experts Inc., Marathon Fund Limited Partnership V,
Peninsula Investment Partners, L.P., Quaker Capital Partners I, L.P., and Quaker
Capital Partners II, L.P.
16
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.
November 25, 2008 QUAKER CAPITAL MANAGEMENT CORPORATION
/s/ Mark G. Schoeppner
-------------------------------------------------
Mark G. Schoeppner, President
QUAKER CAPITAL PARTNERS I, L.P.
By: Quaker Premier, L.P., its general partner
By: Quaker Capital Management
Corporation, its general partner
By: /s/ Mark G. Schoeppner
--------------------------------------
Mark G. Schoeppner
President
|
QUAKER PREMIER, L.P.
By: Quaker Capital Management Corporation, its
general partner
By: /s/ Mark G. Schoeppner
--------------------------------------
Mark G. Schoeppner
President
|
QUAKER CAPITAL PARTNERS II, L.P.
By: Quaker Premier II, L.P., its general
partner
By: Quaker Capital Management
Corporation, its general partner
By: /s/ Mark G. Schoeppner
--------------------------------
Mark G. Schoeppner
President
|
17
QUAKER PREMIER II, L.P.
By: Quaker Capital Management Corporation,
its general partner
By: /s/ Mark G. Schoeppner
--------------------------------------
Mark G. Schoeppner
President
/s/ Mark G. Schoeppner
------------------------------------------------
Mark G. Schoeppner
|
18
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