futurefuel13ga-021610.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(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 13d-2(b)
(AMENDMENT
NO.2)*
FutureFuel
Corp.
(Name
of Issuer)
Common Stock, par value
$.0001
(Title
of Class of Securities)
U36297106
(CUSIP
Number)
December 31,
2009
(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 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 the Following Pages)
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Burlingame
Equity Investors, LP
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
1,706,735
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
1,706,735
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
1,706,735
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
5.8%
12.TYPE OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Burlingame
Equity Investors II, LP
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
210,195
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
210,195
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
210,195
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.7%
12.TYPE OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Burlingame
Special Opportunities III, LP
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
72,504
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
72,504
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
72,504
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.3%
12.TYPE OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Burlingame
Equity Investors (Offshore) Ltd.
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
550,416
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
550,416
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
550,416
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
1.9%
12.TYPE OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Burlingame
Asset Management, LLC
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
2,539,850
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
2,539,850
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
2,539,850
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
8.4%
12.TYPE OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
2,539,850
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
2,539,850
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
2,539,850
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
8.4%
12.TYPE OF REPORTING PERSON*
IN, HC
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
This
Amendment is filed with respect to the shares of the common stock, having $.0001
par value per share (the "Common Stock"), of FutureFuel
Corp. (“Issuer”), beneficially owned by the Reporting Persons (as defined
below) as of December 31, 2009 and amends and supplements the Schedule 13G filed
on May 30, 2008, as previously amended (collectively, the "Schedule
13G"). Except as set forth herein, the Schedule 13G is
unmodified.
ITEM
2(a). NAME OF PERSON
FILING:
The
names of the persons filing this statement on Schedule 13G are (collectively,
the “Reporting Persons”):
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-
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Burlingame
Equity Investors, LP (“Onshore
Fund”).
|
|
-
|
Burlingame
Equity Investors II, LP (“Onshore Fund
II”).
|
|
-
|
Burlingame
Special Opportunities III, LP (the “BSO III
Fund”).
|
|
-
|
Burlingame
Equity Investors (Offshore) Ltd. (“Offshore
Fund”).
|
|
-
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Burlingame
Asset Management, LLC (“BAM”).
|
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-
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Blair
E. Sanford (“Mr. Sanford”).
|
BAM
is the general partner of each of the Onshore Fund, Onshore Fund II and BSO III
Fund, and the investment manager of the Offshore Fund. Mr. Sanford is
the managing member of BAM. BAM and Mr. Sanford may each be deemed to
have voting and dispositive power with respect to the shares of Common Stock (as
defined below) held by the Onshore Fund, Onshore Fund II, BSO III Fund and the
Offshore Fund.
ITEM
2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE
OR, IF NONE, RESIDENCE:
The business address of each of the Onshore Fund, Onshore Fund II, BSO III Fund,
BAM and Mr. Sanford is One Market Street, Spear Street Tower, Suite 3750, San
Francisco, California 94105.
The
business address of the Offshore Fund is c/o Appleby Trust (Cayman) Ltd.,
Clifton House, 75 Fort Street, P.O. Box 1350 GT, George Town, Grand Cayman,
Cayman Islands.
ITEM
2(c). CITIZENSHIP:
Mr. Sanford is a citizen of the United
States.
BAM is a limited liability company
formed under the laws of the State of Delaware.
Each of the Onshore Fund, Onshore Fund
II and BSO III Fund is a limited partnership formed under the laws of the State
of Delaware.
The Offshore Fund is a company formed
under the laws of the Cayman Islands.
ITEM
4. OWNERSHIP.
Provide
the following information regarding the aggregate number and
percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount
beneficially owned:
(i)
The Onshore Fund individually beneficially owns 1,706,735 shares of Common
Stock, consisting of: (a) 376,067 shares of Common Stock and (b) warrants issued
by the Issuer (“Warrants”) exercisable for 1,330,668 shares of Common
Stock.
(ii)
The Onshore Fund II individually beneficially owns 210,195 shares of Common
Stock, consisting of: (a) 45,785 shares of Common Stock and (b) Warrants
exercisable for 164,410 shares of Common Stock.
(iii)
The BSO III
Fund individually beneficially owns 72,504 shares of Common
Stock.
(iv)
The Offshore Fund individually beneficially owns 550,416 shares of Common Stock,
consisting of: (a) 72,994 shares of Common Stock and (b) Warrants exercisable
for 477,422 shares of Common Stock.
(v)
BAM, as the general partner of the Onshore Fund, Onshore Fund II and BSO III
Fund, and the investment manager of the Offshore Fund, may be deemed to
beneficially own the 2,539,850 shares of Common Stock held by them.
(vi)
Mr. Sanford may be deemed to be the beneficial owner of the shares of Common
Stock beneficially owned by BAM.
(vii)
Collectively, the Reporting Persons beneficially own 2,539,850 shares of Common
Stock.
(i)
The Onshore Fund’s individual beneficial ownership of 1,706,735 shares of Common
Stock represents 5.8% of all of the outstanding shares of Common
Stock.
(ii)
The Onshore Fund II’s individual beneficial ownership of 210,195 shares of
Common Stock represents 0.7% of all of the outstanding shares of Common
Stock.
(iii)
The BSO III Fund’s individual beneficial ownership of 72,504 shares of Common
Stock represents 0.3% of all of the outstanding shares of Common
Stock.
(iv)
The Offshore Fund’s individual beneficial ownership of 550,416 shares of Common
Stock represents 1.9% of all of the outstanding shares of Common
Stock.
(v)
BAM’s and Mr. Sanford’s beneficial ownership of 2,539,850 shares of Common Stock
represents 8.4% of all of the outstanding shares of Common Stock.
(vi)
Collectively, the Reporting Persons’ beneficial ownership of 2,539,850 shares of
Common Stock represents 8.4% of all of the outstanding shares of Common
Stock.
(c) Number
of shares as to which such person has:
|
(i)
|
Sole
power to vote or to direct the vote
|
Not
applicable.
|
(ii)
|
Shared
power to vote or to direct the vote of shares of Common
Stock:
|
The
Onshore Fund, BAM and Mr. Sanford have shared power to vote or direct the vote
of the 1,706,735 shares of Common Stock individually beneficially owned by the
Onshore Fund.
The
Onshore Fund II, BAM and Mr. Sanford have shared power to vote or direct the
vote of the 210,195 shares of Common Stock individually beneficially owned by
the Onshore Fund II.
The
BSO III Fund, BAM and Mr. Sanford have shared power to vote or direct the vote
of the 72,504 shares of Common Stock individually beneficially owned by the BSO
III Fund.
The
Offshore Fund, BAM and Mr. Sanford have shared power to vote or direct the vote
of the 550,416 shares of Common Stock individually beneficially owned by the
Offshore Fund.
|
(iii)
|
Sole
power to dispose or to direct the disposition of shares of Common
Stock:
|
Not
applicable.
|
(iv)
|
Shared
power to dispose or to direct the disposition of shares of Common
Stock:
|
The
Onshore Fund, BAM and Mr. Sanford have shared power to dispose or direct the
disposition of the 1,706,735 shares of Common Stock individually beneficially
owned by the Onshore Fund.
The
Onshore Fund II, BAM and Mr. Sanford have shared power to dispose or direct the
disposition of the 210,195 shares of Common Stock individually beneficially
owned by the Onshore Fund II.
The
BSO III Fund, BAM and Mr. Sanford have shared power to dispose or direct the
disposition of the 72,504 shares of Common Stock individually beneficially owned
by the BSO III Fund.
The
Offshore Fund, BAM and Mr. Sanford have shared power to dispose or direct the
disposition of the 550,416 shares of Common Stock individually beneficially
owned by the Offshore Fund.
ITEM
8. IDENTIFICATION AND
CLASSIFICATION OF MEMBERS OF THE GROUP.
See
Exhibit B.
ITEM
10. CERTIFICATION.
By
signing below the undersigned certifies that, to the best of its or his
knowledge and belief, the securities referred to above 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.
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief,
each
of the undersigned certifies that the information set forth in this statement is
true, complete, and correct.
Dated: February
12, 2010
BURLINGAME
EQUITY INVESTORS, LP
By:
Burlingame Asset Management, LLC, as General Partner
By: /s/ Blair E. Sanford
Blair E.
Sanford, Managing Member
BURLINGAME
EQUITY INVESTORS II, LP
By:
Burlingame Asset Management, LLC, as General Partner
By: /s/ Blair E. Sanford
Blair E. Sanford, Managing Member
BURLINGAME
SPECIAL OPPORTUNITIES III, LP
By:
Burlingame Asset Management, LLC, as General Partner
By: /s/ Blair E. Sanford
Blair E. Sanford, Managing Member
BURLINGAME
EQUITY INVESTORS (OFFSHORE) LTD.
By:
/s/ Blair E.
Sanford
Blair E. Sanford,Director
BURLINGAME
ASSET MANAGEMENT, LLC
By:
/s/ Blair E.
Sanford
Blair E. Sanford, Managing
Member
/s/
Blair E. Sanford
Blair
E. Sanford
EXHIBIT
A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13G with respect to the
Common Stock of FutureFuel Corp. dated as of February 12, 2010 is, and any
further amendments thereto signed by each of the undersigned shall be, filed on
behalf of each of the undersigned pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended.
Dated: February
12, 2010
BURLINGAME
EQUITY INVESTORS, LP
By:
Burlingame Asset Management, LLC, as General Partner
By: /s/ Blair E. Sanford
Blair E.
Sanford, Managing Member
BURLINGAME
EQUITY INVESTORS II, LP
By:
Burlingame Asset Management, LLC, as General Partner
By: /s/ Blair E. Sanford
Blair E. Sanford, Managing Member
BURLINGAME
SPECIAL OPPORTUNITIES III, LP
By:
Burlingame Asset Management, LLC, as General Partner
By: /s/ Blair E. Sanford
Blair E. Sanford, Managing Member
BURLINGAME
EQUITY INVESTORS (OFFSHORE) LTD.
By:
/s/ Blair E.
Sanford
Blair E. Sanford,Director
BURLINGAME
ASSET MANAGEMENT, LLC
By:
/s/ Blair E.
Sanford
Blair E. Sanford, Managing
Member
/s/
Blair E. Sanford
Blair
E. Sanford
EXHIBIT
B
Burlingame
Equity Investors, LP
Burlingame
Equity Investors II, LP
Burlingame
Special Opportunities III, LP
Burlingame
Equity Investors (Offshore) Ltd.
Burlingame
Asset Management, LLC
Blair
E. Sanford