Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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).
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Advisors, 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
0
|
|
6
|
|
SHARED VOTING POWER
193,772 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
193,772 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,772 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
2.3% (See item 4)
|
12
|
|
TYPE OF REPORTING PERSON*
IA
|
** SEE INSTRUCTION BEFORE
FILLING OUT **
SEC 1745 (2-02)
Page 2 of 16
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Multi-Strategy Advisors, 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
0
|
|
6
|
|
SHARED VOTING POWER
113,202 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
113,202 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,202 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
1.3% (See item 4)
|
12
|
|
TYPE OF REPORTING PERSON*
IA
|
** SEE INSTRUCTION BEFORE
FILLING OUT **
SEC 1745 (2-02)
Page 3 of 16
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Multi-Strategy Partners, 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
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
113,202 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
113,202 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,202 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
1.3% (See item 4)
|
12
|
|
TYPE OF REPORTING PERSON*
PN
|
** SEE INSTRUCTION BEFORE
FILLING OUT **
SEC 1745 (2-02)
Page 4 of 16
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Multi-Strategy Fund, 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
0
|
|
6
|
|
SHARED VOTING POWER
113,202 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
113,202 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,202 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
1.3% (See item 4)
|
12
|
|
TYPE OF REPORTING PERSON*
PN
|
** SEE INSTRUCTION BEFORE
FILLING OUT **
SEC 1745 (2-02)
Page 5 of 16
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Multi-Strategy Fund, Ltd.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
113,202 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
113,202 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,202 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
1.3% (See item 4)
|
12
|
|
TYPE OF REPORTING PERSON*
CO
|
** SEE INSTRUCTION BEFORE
FILLING OUT **
SEC 1745 (2-02)
Page 6 of 16
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Credit Arbitrage Advisors, 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
0
|
|
6
|
|
SHARED VOTING POWER
80,570 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
80,570 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,570 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
1.0% (See item 4)
|
12
|
|
TYPE OF REPORTING PERSON*
IA
|
** SEE INSTRUCTION BEFORE
FILLING OUT **
SEC 1745 (2-02)
Page 7 of 16
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Credit Arbitrage Partners, 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
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
80,570 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
80,570 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,570 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
1.0% (See item 4)
|
12
|
|
TYPE OF REPORTING PERSON*
PN
|
** SEE INSTRUCTION BEFORE
FILLING OUT **
SEC 1745 (2-02)
Page 8 of 16
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Credit Arbitrage Fund, 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
0
|
|
6
|
|
SHARED VOTING POWER
80,570 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
80,570 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,570 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
1.0% (See item 4)
|
12
|
|
TYPE OF REPORTING PERSON*
PN
|
** SEE INSTRUCTION BEFORE
FILLING OUT **
SEC 1745 (2-02)
Page 9 of 16
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Credit Arbitrage Fund, Ltd.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
80,570 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
80,570 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,570 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
1.0% (See item 4)
|
12
|
|
TYPE OF REPORTING PERSON*
CO
|
** SEE INSTRUCTION BEFORE
FILLING OUT **
SEC 1745 (2-02)
Page 10 of 16
Item 1.
|
|
Phosphate Holdings Incorporated
|
|
(b)
|
Address of Issuers Principal Executive Offices
|
|
|
100 Webster Circle, Suite 4
|
Item 2.
|
(a)
|
Name of Person Filing
|
|
|
This statement is filed by:
|
|
(i)
|
Whitebox Advisors, LLC, a Delaware limited liability company (WA);
|
|
(ii)
|
Whitebox Multi-Strategy Advisors, LLC, a Delaware limited liability company (WMSA);
|
|
(iii)
|
Whitebox Multi-Strategy Partners, L.P., a British Virgin Islands limited partnership (WMSP);
|
|
(iv)
|
Whitebox Multi-Strategy Fund, L.P., a Delaware limited partnership (WMSFLP);
|
|
(v)
|
Whitebox Multi-Strategy Fund, Ltd., a British Virgin Islands international business company (WMSFLTD);
|
|
(vi)
|
Whitebox Credit Arbitrage Advisors, LLC, a Delaware limited liability company (WCRAA);
|
|
(vii)
|
Whitebox Credit Arbitrage Partners, L.P., a British Virgin Islands limited partnership (WCRAP);
|
|
(viii)
|
Whitebox Credit Arbitrage Fund , L.P., a Delaware limited partnership (WCRAFLP);
|
|
(ix)
|
Whitebox Credit Arbitrage Fund, Ltd., a British Virgin Islands international business company (WCRAFLTD);
|
|
(b)
|
Address of Principal Business Office or, if none, Residence
|
|
|
The address of the business office of WA, WMSA, WMSFLP, WCRAA, and WCRAFLP is:
|
3033 Excelsior
Boulevard
Suite 300
Minneapolis, MN 55416
|
|
The address of the business office of WMSP, WMSFLTD, WCRAP, and WCRAFLTD is:
|
Appleby Corporate
Services (BVI) Limited
Jayla Place, P.O. Box 3190
Road Town, Tortola, British Virgin Islands
WA, WMSA, WMSFLP, WCRAA, and WCRAFLP are organized under the laws of the State of
Delaware; WMSP, WMSFLTD, WCRAP, and WCRAFLTD are organized under the laws of the British Virgin Islands.
|
(d)
|
Title of Class of Securities
|
** SEE INSTRUCTION BEFORE
FILLING OUT **
SEC 1745 (2-02)
Page 11 of 16
Common Stock
71922F102
Item 3.
|
If this statement is filed pursuant to §§ 240.23d-1(b) or 240.23d-2(b) or (c), check whether the person filing is a:
|
|
(a)
|
¨
Broker or dealer registered under section 15 of the Act.
|
|
(b)
|
¨
Bank as defined in section 3(a)(6) of the Act.
|
|
(c)
|
¨
Insurance company as defined in section 3(a)(19) of the Act.
|
|
(d)
|
¨
Investment company registered under section 8 of the Investment Company Act of 1940.
|
|
(e)
|
x
An investment adviser in accordance with § 240.23d-1(b)(1)(ii)(E).
|
|
(f)
|
¨
An employee benefit plan or endowment fund in accordance with § 240.23d-1(b)(1)(ii)(F).
|
|
(g)
|
¨
A parent holding company or control person in accordance with § 240.23d-1(b)(1)(ii)(G).
|
|
(h)
|
¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
(i)
|
¨
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
|
|
(j)
|
¨
Group, in accordance with § 240.23d-1(b)(1)(ii)(J).
|
|
(a)
|
Amount Beneficially Owned
|
WA, acting as an investment adviser to its client, is deemed
to be the beneficial owner of 193,772 shares of Common Stock of the Company.
WMSA, is deemed to beneficially own 113,202 Shares of Common
Stock of the company.
WMSP is deemed to beneficially own 113,202 shares of Common Stock as a result of its ownership of Common Stock of
the company
WMSFLP is deemed to beneficially own 113,202 shares of Common Stock as a result of its indirect ownership of Common Stock of
the company
WMSFLTD is deemed to beneficially own 113,202 shares of Common Stock as a result of its indirect ownership Of Common Stock of
the company
WCRAA, is deemed to beneficially own 80,570 Shares of Common Stock of the company.
WCRAP is deemed to beneficially own 80,570 shares of Common Stock as a result of its ownership of Common Stock of the company
WCRAFLP is deemed to beneficially own 80,570 shares of Common Stock as a result of its indirect ownership of Common Stock of the company
** SEE INSTRUCTION BEFORE
FILLING OUT **
SEC 1745 (2-02)
Page 12 of 16
WCRAFLTD is deemed to beneficially own 80,570 shares of Common Stock as a result of its
indirect ownership Of Common Stock of the company
As a result of the relationship described in this statement, each of WA, WMSA, WMSFLP,
WMSFLTD, WCRAA, WCRAFLP, and WCRAFLTD may be deemed to possess indirect beneficial ownership of the shares of Common Stock beneficially owned by each of WMSP and WCRAP.
WA, WMSA, WMSFLP, WMSFLTD, WCRAA, WCRAFLP, and WCRAFLTD each disclaim indirect beneficial ownership of the shares of Common Stock except to the
extent of their pecuniary interest in such shares.*
Based on the relationships described herein, these entities may be deemed to
constitute a group within the meaning Of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934. The filing of this statement shall not be construed as An admission that WA, WMSA, WMSP, WMSFLP, WMSFLTD, WCRAA, WCRAP, WCRAFLP, and
WCRAFLTD are a group, Or have agreed to act as a group.*
WA beneficially owns 2.3 % of the companys Common Stock.*
WMSA is deemed to beneficially own 1.3 % of the companys Common Stock
WMSP is deemed to beneficially own 1.3 % of the companys Common Stock
WMSFLP is deemed to beneficially own 1.3 % of the companys Common Stock
WMSFLTD is deemed to beneficially own 1.3 % of the companys Common Stock
WCRAA is deemed to beneficially own 1.0 % of the companys Common Stock
WCRAP is deemed to beneficially own 1.0 % of the companys Common Stock
WCRAFLP is deemed to beneficially own 1.0 % of the companys Common Stock
WCRAFLTD is deemed to beneficially own 1.0 % of the companys Common Stock
The percentage of Common Stock reportedly owned by each entity herein is based on 8,400,000 shares of outstanding Common Stock of the Company,
which is the total number of shares issued and outstanding On September 30, 2012.
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
0
|
(ii)
|
Shared power to vote or to direct the vote
|
** SEE INSTRUCTION BEFORE
FILLING OUT **
SEC 1745 (2-02)
Page 13 of 16
WA has shared voting power with respect to 193,772 shares of the Issuers Common Stock.
WMSA, WMSP, WMSFLP, and WMSFLTD, have shared voting power with respect to 113,202 Shares of the Companys Common Stock.
WCRAA, WCRAP, WCRAFLP, and WCRAFLTD have shared voting power with respect to 80,570 Shares of the Companys Common Stock.
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
WA has shared voting power with
respect to 193,772 shares of the Issuers Common Stock.
WMSA, WMSP, WMSFLP, and WMSFLTD have shared voting power with respect to
113,202 Shares of the Companys Common Stock.
WCRAA, WCRAP, WCRAFLP, and WCRAFLTD have shared voting power with respect to 80,570
Shares of the Companys Common Stock.
Instruction.
For computations regarding securities which represent a right to acquire an
underlying security
see
§240.23d3(d)(1).
Item 5.
|
Ownership of Five Percent or Less of a Class
|
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
x
*.
I
nstruction.
Dissolution of a group requires a response to this item.
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not Applicable.
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
Not Applicable
Item 8.
|
Identification and Classification of Members of the Group
|
See Item 2
Item 9.
|
Notice of Dissolution of Group
|
Not Applicable
** SEE INSTRUCTION BEFORE
FILLING OUT **
SEC 1745 (2-02)
Page 14 of 16
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary course of business and were not 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.
** SEE INSTRUCTION BEFORE
FILLING OUT **
SEC 1745 (2-02)
Page 15 of 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.
|
02/12/14
|
Date
/s/ Michael P. McCormick
|
Signature
Michael P. McCormick as Chief Financial Officer of Whitebox Advisors, LLC.
|
Name/Title
|
The original statement shall be signed by each person on whose behalf the statement is filed or his
authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representatives authority to sign on behalf
of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
NOTE
: Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits.
See
§ 240.23d-7 for other parties for whom copies are to be sent.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
fb.us.1260302.03
** SEE INSTRUCTION BEFORE
FILLING OUT **
SEC 1745 (2-02)
Page 16 of 16