SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. ___)*
Global Power Equipment Group Inc.
----------------------------------
(Name of Issuer)
Common Stock, par value $.01
--------------------------------
(Title of Class of Securities)
37941P108
------------
(CUSIP Number)
Eric S. Wagner, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
(212) 986-6000
-----------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 4, 2006
-----------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) 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).
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Black Horse Capital LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX 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
0
8. SHARED VOTING POWER
1,948,613
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,948,613
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,948,613
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Black Horse Capital (QP) LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX 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
0
8. SHARED VOTING POWER
583,230
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
583,230
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
583,230
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Black Horse Capital Offshore Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
467,623
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
467,623
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
467,623
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Black Horse Capital Management LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX 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
0
8. SHARED VOTING POWER
2,531,843
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,531,843
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,531,843
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Black Horse Capital Advisors LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX 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
0
8. SHARED VOTING POWER
467,623
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
467,623
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
467,623
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dale Chappell
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
2,999,466
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,999,466
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,999,466
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14. TYPE OF REPORTING PERSON*
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brian Sheehy
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
2,999,466
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,999,466
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,999,466
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14. TYPE OF REPORTING PERSON*
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. Security and Issuer.
This statement relates to the shares of common stock, $.01 par value,
("Common Stock") of Global Power Equipment Group Inc. (the "Issuer"). The
Issuer's principal executive office is located at 6120 S. Yale, Suite 1480,
Tulsa, Oklahoma 74136.
ITEM 2. Identity and Background.
(a)-(c) and (f) The names of the persons filing this statement on Schedule
13D (the "Reporting Persons") are:
- Black Horse Capital LP, a Delaware limited partnership ("Domestic
Fund"),
- Black Horse Capital (QP) LP, a Delaware limited partnership ("QP
Fund"),
- Black Horse Capital Offshore Ltd., a Cayman Islands exempt company
("Offshore Fund"),
- Black Horse Capital Management LLC , a Delaware limited liability
company ("BH Management"),
- Black Horse Capital Advisors LLC, a Delaware limited liability company
("BH Advisors"),
- Dale Chappell, a United States citizen ("Mr. Chappell") and
- Brian Sheehy, a United States citizen ("Mr. Sheehy").
BH Management is the managing general partner of each of Domestic Fund and
QP Fund. BH Advisors is the investment manager of the Offshore Fund. The
controlling persons of each of BH Management and BH Advisors are Mr. Chappell
and Mr. Sheehy.
The principal business address for each of the Domestic Fund, QP Fund, BH
Management, BH Advisors, Mr. Chappell and Mr. Sheehy is 45 Rockefeller Plaza,
20th Floor, New York, New York 10111.
The principal business address of the Offshore Fund is c/o M&C Corporate
Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George
Town, Grand Cayman, Cayman Islands.
The principal business of each of the Domestic Fund, QP Fund and Offshore
Fund is that of a private investment fund engaged in the purchase and sale of
securities for its own account.
The principal business of BH Advisors is providing investment management
services.
The principal business of BH Management is serving as the managing general
partner of the Domestic Fund and the QP Fund.
Mr. Chappell's principal occupation is serving as the managing member of
each of BH Advisors and BH Management.
Mr. Sheehy's principal occupation is serving as the managing member of each
of BH Advisors and BH Management.
The Directors and Executive Officers of the Offshore Fund are set forth on
Exhibit A attached hereto which is incorporated herein by reference.
(d) During the last five years, none of the Reporting Persons or, to the
knowledge of the Reporting Persons, any of the other individuals identified on
Exhibit A, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons or, to the
knowledge of the Reporting Persons, any of the other individuals identified on
Exhibit A, 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.
The source and amount of funds used by the Domestic Fund in making its
purchases of the shares of Common Stock beneficially owned it by the Reporting
Persons are set forth below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $1,078,061
The source and amount of funds used by the QP Fund in making its purchases
of the shares of Common Stock beneficially owned by it are set forth below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $322,643
The source and amount of funds used by the Offshore Fund in making its
purchases of the shares of Common Stock beneficially owned by it are set forth
below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $258,691
ITEM 4. Purpose of Transaction.
The Issuer is currently in a Chapter 11 Bankruptcy reorganization. Members
of the Reporting Persons plan to meet with management of the Issuer to discuss
options for the Issuer's reorganization. Although no decision has been made yet,
the Reporting Persons may also seek to file a motion in the Issuer's Chapter 11
Bankruptcy case to form an official equity committee.
All of the shares of Common Stock reported herein as being beneficially
owned by the Reporting Persons were acquired for investment purposes. Except as
set forth herein, none of the Reporting Persons or, to their knowledge, any of
the other persons identified in response to Item 2, has any plans or proposals
that related to or would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right to acquire, or cause to be
acquired, additional securities of the Issuer, to dispose of, or cause to be
disposed, such securities at any time or to formulate purposes, plans or
proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons, market conditions or other factors. The Reporting Persons may in the
future meet with and/or send correspondence to the Issuer's management and Board
of Directors to discuss any such purposes, plans or proposals.
ITEM 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own:
(i) The Onshore Fund owns 1,948,613 shares of Common Stock
representing 4.1% of all of the outstanding shares of Common Stock.
(ii) The QP Fund owns 583,230 shares of Common Stock representing
1.2% of all of the outstanding shares of Common Stock.
(iii) The Offshore Fund owns 467,623 shares of Common Stock
representing 1.0% of all of the outstanding shares of Common Stock.
(iv) BH Management may be deemed to be the beneficial owner of
the 2,531,843 shares of Common Stock held by the Onshore Fund and the
QP Fund representing 5.4% of all the outstanding shares of Common
Stock.
(v) BH Advisors may be deemed to be the beneficial owner of the
shares of Common Stock held by the Offshore Fund.
(vi) Messrs. Chappell and Sheehy may each be deemed to be the
beneficial owner of the 2,999,466 shares of Common Stock beneficially
owned by BH Management and BH Advisors representing 6.4% of all the
outstanding shares of Common Stock.
(vii) Collectively, the Reporting Persons beneficially own
2,999,466 shares of Common Stock representing 6.4% of all of the
outstanding shares of Common Stock.
(b) The Onshore Fund, BH Management and Messrs. Chappell and Sheehy have
shared power to vote or direct the vote of the 1,948,613 shares of Common Stock
held by the Onshore Fund.
The QP Fund, BH Management and Messrs. Chappell and Sheehy have shared
power to vote or direct the vote of the 583,230 shares of Common Stock held by
the QP Fund.
The Offshore Fund, BH Advisors and Messrs. Chappell and Sheehy have shared
power to vote or direct the vote of the 467,623 shares of Common Stock held by
the Offshore Fund.
The Onshore Fund, BH Management and Messrs. Chappell and Sheehy have shared
power to dispose or direct the disposition of the 1,948,613 shares of Common
Stock held by the Onshore Fund.
The QP Fund, BH Management and Messrs. Chappell and Sheehy have shared
power to dispose or direct the disposition of the 583,230 shares of Common Stock
held by the QP Fund.
The Offshore Fund, BH Advisors and Messrs. Chappell and Sheehy have shared
power to dispose or direct the disposition of the 467,623 shares of Common Stock
held by the Offshore Fund.
(c) The following transactions were effected by the Onshore Fund during the
past sixty (60) days:
Approx. Price per
Amount of Shs. Share (excl. of
Date Security Bought (Sold) commissions)
10/2/2006 Common 164,036 $0.3626
10/2/2006 Common 717,751 $0.4491
10/2/2006 Common 45,493 $0.4631
10/3/2006 Common 159,335 $0.5084
10/3/2006 Common 162,475 $0.5035
10/3/2006 Common 32,495 $0.6020
10/4/2006 Common 321,701 $0.7652
10/4/2006 Common 64,990 $0.7150
10/4/2006 Common 162,475 $0.8600
10/5/2006 Common 4,522 $0.5900
10/6/2006 Common 8,074 $0.5600
10/10/2006 Common 66,518 $0.4900
10/11/2006 Common 38,748 $0.5330
The following transactions were effected by the QP Fund during the past
sixty (60) days:
Approx. Price per
Amount of Shs. Share (excl. of
Date Security Bought (Sold) commissions)
10/2/2006 Common 49,041 $0.3626
10/2/2006 Common 214,584 $0.4491
10/2/2006 Common 13,601 $0.4631
10/3/2006 Common 47,635 $0.5084
10/3/2006 Common 48,575 $0.5035
10/3/2006 Common 9,715 $0.6020
10/4/2006 Common 96,178 $0.7652
10/4/2006 Common 19,430 $0.7150
10/4/2006 Common 48,575 $0.8600
10/5/2006 Common 1,376 $0.5900
10/6/2006 Common 2,458 $0.5600
10/10/2006 Common 20,260 $0.4900
10/11/2006 Common 11,802 $0.5330
The following transactions were effected by the Offshore Fund during the
past sixty (60) days:
Approx. Price per
Amount of Shs. Share (excl. of
Date Security Bought (Sold) commissions)
10/2/2006 Common 39,323 $0.3626
10/2/2006 Common 172,065 $0.4491
10/2/2006 Common 10,906 $0.4631
10/3/2006 Common 38,196 $0.5084
10/3/2006 Common 38,950 $0.5035
10/3/2006 Common 7,790 $0.6020
10/4/2006 Common 77,121 $0.7652
10/4/2006 Common 15,580 $0.7150
10/4/2006 Common 38,950 $0.8600
10/5/2006 Common 1,102 $0.5900
10/6/2006 Common 1,968 $0.5600
10/10/2006 Common 16,222 $0.4900
10/11/2006 Common 9,450 $0.5330
The above transactions were effected on the open market.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Not applicable.
ITEM 7. Material to be Filed as Exhibits.
Exhibit A - Directors and Executive Officers of the Offshore Fund
Exhibit B - Joint Filing Agreement
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned each certifies that the information with respect to it set forth in
this statement is true, complete and correct.
Dated: October 16, 2006 BLACK HORSE CAPITAL LP
By: Black Horse Capital Management LLC,
As General Partner
By: /s/ Dale Chappell
-------------------------------
Dale Chappell, Managing Member
BLACK HORSE CAPITAL (QP) LP
By: Black Horse Capital Management LLC,
As General Partner
By: /s/ Dale Chappell
-------------------------------
Dale Chappell, Managing Member
Black Horse Capital Offshore Ltd.
By: /s/ Dale Chappell
-----------------------------------
Dale Chappell, Director
BLACK HORSE CAPITAL MANAGEMENT LLC
By: /s/ Dale Chappell
-----------------------------------
Dale Chappell, Managing Member
BLACK HORSE CAPITAL ADVISORS LLC
By: /s/ Dale Chappell
-----------------------------------
Dale Chappell, Managing Member
/s/ Dale Chappell
---------------------------------
Dale Chappell
/s/ Brian Sheehy
---------------------------------
Brian Sheehy
EXHIBIT A
DIRECTORS AND EXECUTIVE OFFICERS OF BLACK HORSE CAPITAL OFFSHORE LTD.
1. Jim Matheson (Director)
Flagship Ventures
One Memorial Drive, 7th Floor
Cambridge, Massachusetts 02142
Jim Matheson is a General Partner with Flagship Ventures in Cambridge,
Massachusetts. Flagship Ventures is a leading early-stage venture capital
firm with over $800M in capital under management.
2. Dale Chappell (Director - See Item 2)
3. Brian Sheehy (Director - See Item 2)
The Offshore Fund has no executive officers.
EXHIBIT B
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Global Power Equipment Group Inc. dated as of
October 16, 2006 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: October 16, 2006 BLACK HORSE CAPITAL LP
By: Black Horse Capital Management LLC,
As General Partner
By: /s/ Dale Chappell
-------------------------------
Dale Chappell, Managing Member
BLACK HORSE CAPITAL (QP) LP
By: Black Horse Capital Management LLC,
As General Partner
By: /s/ Dale Chappell
-------------------------------
Dale Chappell, Managing Member
Black Horse Capital Offshore Ltd.
By: /s/ Dale Chappell
-----------------------------------
Dale Chappell, Director
BLACK HORSE CAPITAL MANAGEMENT LLC
By: /s/ Dale Chappell
-----------------------------------
Dale Chappell, Managing Member
BLACK HORSE CAPITAL ADVISORS LLC
By: /s/ Dale Chappell
-----------------------------------
Dale Chappell, Managing Member
/s/ Dale Chappell
---------------------------------
Dale Chappell
/s/ Brian Sheehy
---------------------------------
Brian Sheehy