UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(B), (C)
AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2
(AMENDMENT NO. 3)*
Sterling Chemicals, Inc.
(NAME OF ISSUER)
Common Stock $0.01 par value
(TITLE OF CLASS OF SECURITIES)
859166100
(CUSIP NUMBER)
December 31, 2008
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
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).
CUSIP NO. 85916600 13G PAGE 1 OF 6 PAGES
1. NAME OF REPORTING PERSONS
Avenue Capital Management II, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
None
6. SHARED VOTING POWER
428,471
7. SOLE DISPOSITIVE POWER
None.
8. SHARED DISPOSITIVE POWER
428,471
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
428,471
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.2%
12. TYPE OF REPORTING PERSON
IA
CUSIP NO. 85916600 13G PAGE 2 OF 6 PAGES
1. NAME OF REPORTING PERSONS
Avenue Capital Management II GenPar, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
None
6. SHARED VOTING POWER
428,471
7. SOLE DISPOSITIVE POWER
None.
8. SHARED DISPOSITIVE POWER
428,471
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
428,471
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.2%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 85916600 13G PAGE 3 OF 6 PAGES
1. NAME OF REPORTING PERSONS
Marc Lasry
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
None
6. SHARED VOTING POWER
428,471
7. SOLE DISPOSITIVE POWER
None.
8. SHARED DISPOSITIVE POWER
428,471
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
428,471
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.2%
12. TYPE OF REPORTING PERSON
HC/IN
CUSIP NO. 85916600 13G PAGE 4 OF 6 PAGES
1. NAME OF REPORTING PERSONS
Avenue Special Situations Fund V, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
None
6. SHARED VOTING POWER
216,618
7. SOLE DISPOSITIVE POWER
None.
8. SHARED DISPOSITIVE POWER
216,618
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
216,618
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.7%
12. TYPE OF REPORTING PERSON
PN
CUSIP NO. 85916600 13G PAGE 5 OF 6 PAGES
1. NAME OF REPORTING PERSONS
Avenue Capital Partners V, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
None
6. SHARED VOTING POWER
216,618
7. SOLE DISPOSITIVE POWER
None.
8. SHARED DISPOSITIVE POWER
216,618
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
216,618
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.7%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 85916600 13G PAGE 6 OF 6 PAGES
1. NAME OF REPORTING PERSONS
GL Partners V, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
None
6. SHARED VOTING POWER
216,618
7. SOLE DISPOSITIVE POWER
None.
8. SHARED DISPOSITIVE POWER
216,618
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
216,618
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.7%
12. TYPE OF REPORTING PERSON
OO
ITEM 1.
(A) NAME OF ISSUER: Sterling Chemicals, Inc.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
333 Clay Street, Suite 3600
Houston, Texas 77002-4109
ITEM 2.
(A) NAMES OF PERSONS FILING: See Cover Pages, Item 1.
(B) ADDRESS OR PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
c/o Avenue Capital Management II, L.P.
535 Madison Avenue, 15th Floor
New York, NY 10022
(C) CITIZENSHIP: See Cover Pages, Item 4
(D) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.01.
(E) CUSIP NO.: 859166100
ITEM 3. STATEMENT FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B) OR (C):
Not applicable
ITEM 4. OWNERSHIP
See Cover Pages, Items 5 through 11.
The approximate percentages of shares of Common Stock reported as beneficially
owned by the Reporting Persons (as defined below) are based upon 2,828,460
shares of Common Stock outstanding as of October 31, 2008, as reported by the
Issuer in its Quarterly Report on Form 10-Q filed on November 12, 2008.
Collectively, the securities reported in this Schedule 13G are held by Avenue
Investments, L.P., a Delaware limited partnership, Avenue Special Situations
Fund V, L.P., a Delaware limited partnership, Avenue Special Situations Fund IV,
L.P., a Delaware limited partnership, Avenue Special Situations Fund II, L.P., a
Delaware limited partnership, Avenue-CDP Global Opportunities Fund, L.P. a
Cayman Islands exempted limited partnership, and Avenue International Master,
L.P., a Cayman Islands exempted limited partnership (collectively, the "Avenue
Entities"). Avenue Special Situations Fund V, L.P. is the only one of the
Avenue Entities that holds more than 5% of the Common Stock. Avenue Capital
Partners V, LLC is the General Partner of Avenue Special Situations Fund V, L.P.
GL Partners V, LLC is the Managing Member of Avenue Capital Partners V, LLC and
Marc Lasry is the Managing Member of GL Partners V, LLC. Avenue Capital
Management II, L.P. is an investment adviser to each of the Avenue Entities.
Avenue Capital Management II GenPar, LLC is the General Partner of Avenue
Capital Management II, L.P. and Marc Lasry is the Managing Member of Avenue
Capital Management II GenPar, LLC. Avenue Capital Management II, L.P., Avenue
Capital Management II GenPar, LLC, Avenue Special Situations Fund V, L.P. and
Marc Lasry are collectively referred to as the "Reporting Persons" in this
Schedule 13G.
ITEM 5. OWNERSHIP OF FIVE PERCENT (5%) OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT (5%) ON BEHALF OF ANOTHER PERSON.
The Avenue Entities have the right to receive dividends in connection with their
ownership of, and the proceeds of the sale of, the subject securities of Issuer
as owned by such entities. None of the Avenue Entities beneficially owns more
than five percent (5%) of the class except Avenue Special Situations Fund V,
L.P.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
Collectively, the securities reported in this Schedule 13G are held by Avenue
Investments, L.P., a Delaware limited partnership, Avenue Special Situations
Fund V, L.P., a Delaware limited partnership, Avenue Special Situations Fund IV,
L.P., a Delaware limited partnership, Avenue Special Situations Fund II, L.P., a
Delaware limited partnership, Avenue-CDP Global Opportunities Fund, L.P. a
Cayman Islands exempted limited partnership, and Avenue International Master,
L.P., a Cayman Islands exempted limited partnership (collectively, the "Avenue
Entities"). Avenue Capital Partners V, LLC is the General Partner of Avenue
Special Situations Fund V, L.P. GL Partners V, LLC is the Managing Member of
Avenue Capital Partners V, LLC and Marc Lasry is the Managing Member of GL
Partners V, LLC. Avenue Capital Management II, L.P. is an investment adviser to
each of the Avenue Entities. Avenue Capital Management II GenPar, LLC is the
General Partner of Avenue Capital Management II, L.P. and Marc Lasry is the
Managing Member of Avenue Capital Management II GenPar, LLC.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
By signing below, each of the undersigned certifies that, to the best of his or
its individual knowledge and belief, the securities referred to above were
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, each of the undersigned certifies that the information set forth in
this statement with respect to such entity or individual is true, complete and
correct.
Dated: February 12, 2009
AVENUE CAPITAL MANAGEMENT II, L.P.
By: Avenue Capital Management II
GenPar, LLC, its General
Partner
/s/Marc Lasry
By: Marc Lasry
Its: Managing Member
AVENUE CAPITAL MANAGEMENT II GENPAR,
LLC
/s/Marc Lasry
By: Marc Lasry
Its: Managing Member
/s/Marc Lasry
Name: Marc Lasry
Capacity: Individually
AVENUE SPECIAL SITUATIONS FUND V,
L.P.
By: Avenue Capital Partners V, LLC,
its General Partner
By: GL Partners V, LLC,
its Managing Member
/s/Marc Lasry
By: Marc Lasry
Its: Managing Member
AVENUE CAPITAL PARTNERS V, LLC
By: GL Partners V, LLC,
its Managing Member
/s/Marc Lasry
By: Marc Lasry
Its: Managing Member
GL PARTNERS V, LLC
/s/Marc Lasry
By: Marc Lasry
Its: Managing Member
INDEX TO EXHIBITS
EXHIBIT A Agreement of Reporting Persons
EXHIBIT A
AGREEMENT OF REPORTING PERSONS
Avenue Capital Management II, L.P., a Delaware limited partnership, Avenue
Capital Management II GenPar, LLC, a Delaware limited liability company, Avenue
Special Situations Fund V, L.P., a Delaware limited partnership, Avenue Capital
Partners V, LLC, a Delaware limited liability company, GL Partners V, LLC, a
Delaware limited liability company and Marc Lasry, an individual, hereby agree
to file jointly the statement on Schedule 13G/A to which this Agreement is
attached and any amendments thereto which may be deemed necessary, pursuant to
Regulation 13D-G under the Securities Exchange Act of 1934.
It is understood and agreed that each of the parties hereto is responsible for
the timely filing of such statement and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein, but such party is not responsible for the completeness and accuracy of
information concerning any other party unless such party knows or has reason to
believe such information is inaccurate.
It is understood and agreed that a copy of this Agreement shall be attached as
an exhibit to the statement on Schedule 13G/A, and any amendments thereto, filed
on behalf of each of the parties hereto.
Dated: February 12, 2009
AVENUE CAPITAL MANAGEMENT II, L.P.
By: Avenue Capital Management II
GenPar, LLC, its General
Partner
/s/Marc Lasry
By: Marc Lasry
Its: Managing Member
AVENUE CAPITAL MANAGEMENT II GENPAR,
LLC
/s/Marc Lasry
By: Marc Lasry
Its: Managing Member
/s/Marc Lasry
Name: Marc Lasry
Capacity: Individually
AVENUE SPECIAL SITUATIONS FUND V, L.P.
By: Avenue Capital Partners V, LLC,
its General Partner
By: GL Partners V, LLC,
its Managing Member
/s/Marc Lasry
By: Marc Lasry
Its: Managing Member
AVENUE CAPITAL PARTNERS V, LLC
By: GL Partners V, LLC,
its Managing Member
/s/Marc Lasry
By: Marc Lasry
Its: Managing Member
GL PARTNERS V, LLC
/s/Marc Lasry
By: Marc Lasry
Its: Managing Member