Statement of Beneficial Ownership (sc 13d)
10 Mai 2013 - 12:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Overhill Farms Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
690212105
(CUSIP Number)
Anna Marie Lopez
Hotchkis and Wiley Capital Management, LLC
725 South Figueroa Street, 39th floor
Los Angeles, California 90017-5439
(213) 430-1896
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 6, 2013
(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 [X].
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 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).
(Continued on following pages)
13D
===================
CUSIP No. 690212105
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Hotchkis and Wiley Capital Management, LLC 95-4871957
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
2
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
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 1,057,952
------------===========================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -0-
------------===========================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING 2,606,752
PERSON WITH ------------===========================================
SHARED DISPOSITIVE POWER
10
-0-
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,606,752 shares (Ownership disclaimed pursuant to Section 13d-4
of the 1934 Act)
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
16.24%
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IA
------------====================================================================
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13D
===================
CUSIP No. 690212105
===================
------------====================================================================
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Hotchkis and Wiley Small Cap Value Fund 22-2617726
------------====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
2
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
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 982,900
------------===========================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -0-
------------===========================================
EACH SOLE DISPOSITIVE POWER
9
REPORTING 982,900
PERSON WITH ------------===========================================
SHARED DISPOSITIVE POWER
10
-0-
------------====================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
982,900 shares
------------====================================================================
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (See Instructions) [ ]
------------====================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.13%
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IV
------------====================================================================
Item 1. Security And Issuer
------ -------------------
This statement on Schedule 13D relates to Common Shares of Overhill
Farms Inc. (the "Company" or "Issuer"). The Company's principal offices are
located at 2727 Easet Vernon Avenue, Vernon, CA 90058.
Item 2. Identity And Background
------ -----------------------
Preliminary Note: This statement is filed on behalf of Hotchkis and Wiley
Capital Management, LLC ("HWCM") and Hotchkis and Wiley Small Cap Value Fund
("HW Fund"). HWCM and HW Fund are collectively referred to as "Reporting
Persons".
(A) HWCM
(i) State or other place of its organization: Delaware
(ii) Principal business: registered investment advisor
(iii) Address of its principal office:
725 South Figueroa Street, 39th Floor
Los Angeles, CA 90017-5439
(iv) Criminal Conviction: HWCM has not been convicted in a criminal
proceeding during the last five years.
(v) Court or Administrative Proceedings: HWCM has not been a party to
a civil proceeding or judicial body, or subject to a judgment or
a decree enjoining future violations.
(b) HW Fund
(i) State or other place of its organization: Delaware
(ii) Principal business: investment company
(iii) Address of its principal office:
725 South Figueroa Street, 39th Floor
Los Angeles, CA 90017-5439
(iv) Criminal Conviction: The Fund has not been convicted in a
criminal proceeding during the last five years.
(v) Court or Administrative Proceedings: The Fund has not been a
party to a civil proceeding or judicial body, or subject to a
judgment or a decree enjoining future violations.
Item 3. Source And Amount Of Funds And Other Consideration
------- --------------------------------------------------
(a) HWCM*
HWCM purchased the Common Shares on behalf of its clients in the ordinary
course of business, using the investment capital of its clients. The Common
Shares were acquired at an average price of approximately $5.35 per share
(including commissions). The amount of investment capital used to purchase
the Common Shares was approximately $13,958,363 (including commissions).
*Note that the average share price and amount of investment capital used to
purchase the Common Shares includes those Common Shares reported below by
HW Fund.
(b) HW Fund
HW Fund purchased the Common Shares in the ordinary course of business, using
its investment capital. The Common Shares were acquired at an average price of
approximately $5.33 per share (including commissions). The amount of
investment capital used to purchase the Common Shares was approximately
$5,240,352 (including commissions).
Item 4. Purpose Of The Transaction
------ --------------------------
The purpose of the acquisition of the Common Shares was and is for investment,
and the acquisitions of the Common Shares by each of the clients of HWCM were
made in the ordinary course of business and were not made for the purpose of
acquiring control of the Company. From time to time, the Reporting Persons
may seek to engage management of the issuer in constructive discussions.
The Reporting Persons do not have any plans or proposals that relate to, or
would result in, any actions or events specified in clauses (a) through (j) of
Item 4 to Schedule 13D.
Item 5. Interest In Securities Of The Issuer
------- ------------------------------------
(a) The percentage amount set forth in Row 13 for the cover page
filed herewith is calculated based upon the 16,046,544 shares of Common Stock
outstanding as of February 13, 2013 reported in the Company's Quarterly Report
on Form 10-Q for the quarter ended December 31, 2012.
(b) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(a) HWCM - 1,057,952 (includes ownership reported by HW Fund
below)
(b) HW Fund - 982,900
(ii) Shared power to vote or to direct the vote:
(a) HWCM - 0
(b) HW Fund - 0
(iii) Sole power to dispose or to direct the disposition of:
(a) HWCM - 2,606,752 (includes ownership reported by HW Fund
below)
(b) HW Fund - 982,900
(iii) Shared power to dispose or to direct the disposition of:
(a) 0
(b) 0
Note that certain of HWCM's clients have retained voting power over the
Common Shares that they beneficially own. Accordingly, HWCM has the
power to dispose of more Common Shares than it can vote.
(c) Information concerning transactions relating to the shares
offered through open market transactions by the reporting persons during the
past sixty days are listed below.
HWCM: None.
HW Fund: None.
(d) The securities as to which this Schedule is filed by HWCM, in
its capacity as investment adviser, are held in client custodial accounts for
the benefit of the clients. These clients have the right to receive, or the
power to direct the receipt of, dividends from, or the proceeds from the sale
of, such securities. No such client is known to have such right or power with
respect to more than five percent of this class of securities. HWCM disclaims
beneficial ownership of all securities owned for the benefit of its clients.
HW Fund: The Board of Trustees of the HW Fund can direct the disposition of
dividends received by such fund and can dispose of such securities.
HWCM disclaims beneficial ownership of all securities owned for the benefit
of its clients.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings Or
------ -------------------------------------------
Relationships With Respect To Securities Of The Issuer
------------------------------------------------------
Not applicable.
Item 7. Materials To Be Filed As Exhibits
---------------------------------
Not applicable.
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SIGNATURES
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.
Date: May 8, 2013
Hotchkis and Wiley Capital Management, LLC
By: /s/ Anna Marie Lopez
Name: Anna Marie Lopez
Title: Chief Operating Officer
|
Hotchkis and Wiley Small Cap Value Fund
By: /s/ Anna Marie Lopez
Name: Anna Marie Lopez
Title: President
|
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