SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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. 2)
Dakota Growers Pasta Company, Inc.
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(Name of Issuer)
Common Stock (Par Value $0.01 Per Share)
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(Title of Class of Securities)
23422P106
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(CUSIP Number)
Michael Tokarz
Chairman
MVC Capital, Inc.
287 Bowman Avenue, 2nd Floor
Purchase, NY 10577
(914) 701-0310
With a copy to:
John L. Eisel, Esq.
Wildman, Harrold, Allen & Dixon
225 West Wacker Drive, Suite 2800
Chicago, Illinois 60606-1229
(312) 201-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 9, 2007
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(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
(Continued on following pages)
(Page 1 of 9 pages)
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CUSIP No. 23422P106 13D Page 2 of 9
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(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MVC Capital, Inc.
I.R.S. Identification No. 94-3346760
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (See Instructions)
WC
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(7) SOLE VOTING POWER
1,016,195
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(8) SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED 0
BY EACH REPORTING ----------------------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
1,016,195
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(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,016,195
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.97%
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(14) TYPE OF REPORTING PERSON (See Instructions)
IV
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CUSIP No. 23422P106 13D Page 3 of 9
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Item 1. Security and Issuer
This Amendment No. 2 amends and supplements the initial statement on
Schedule 13D filed August 6, 2004 (the "Original Schedule 13D") by MVC Capital,
Inc., a Delaware corporation ("MVC") as amended by Amendement No. 1 filed by MVC
April 14, 2006 with respect to the Common Stock, Par Value $0.01 Per Share (the
"Common Stock") of Dakota Growers Pasta Company, Inc., a North Dakota
corporation (the "Issuer"). All capitalized terms used but not defined herein
have the meanings ascribed them in the Original Schedule 13D. The Issuer's
principal executive offices are located at One Pasta Avenue, Carrington, North
Dakota 58421.
Item 2. Identity and Background
Item 2 of the Original Schedule 13D is deleted and replaced with the following:
This Schedule 13D is being filed by MVC Capital, Inc., a Delaware
corporation, hereafter referred to as the "Reporting Person" or "MVC." MVC's
principal executive offices are located at 287 Bowman Avenue, 2nd Floor,
Purchase, New York 10577. MVC is a closed-end investment company registered as a
business development company that seeks to provide long-term debt and equity
investment capital to fund growth, acquisitions and recapitalizations of
companies in a variety of industries.
The following table sets forth the name, address, citizenship and present
principal occupation or employment of each executive officer and director of MVC
(collectively the "Covered Persons").
Current Business or Present Principal
Name Residence Address Citizenship Occupation or Employment
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Michael T. Tokarz MVC Capital, Inc. USA Director, Chairman and Portfolio
287 Bowman Avenue, 2nd Floor Manager
Purchase, NY 10577
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Bruce W. Shewmaker MVC Capital, Inc. USA Managing Director
287 Bowman Avenue, 2nd Floor
Purchase, NY 10577
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Peter Seidenberg MVC Capital, Inc. USA Chief Financial Officer
287 Bowman Avenue, 2nd Floor
Purchase, NY 10577
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Scott Schuenke MVC Capital, Inc. USA Chief Compliance Officer
287 Bowman Avenue, 2nd Floor
Purchase, NY 10577
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Jaclyn Shapiro MVC Capital, Inc. USA Vice President and Secretary
287 Bowman Avenue, 2nd Floor
Purchase, NY 10577
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CUSIP No. 23422P106 13D Page 4 of 9
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Emilio A. Dominianni MVC Capital, Inc. USA Retired Partner of, and Special
287 Bowman Avenue, 2nd Floor Counsel to Coudert Brothers LLP;
Purchase, NY 10577 Consultant to Air Liquide America
Corp.
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Gerald Hellerman MVC Capital, Inc. USA Principal of Hellerman Associates;
287 Bowman Avenue, 2nd Floor President, CFO and CCC of The Mexico Equity
Purchase, NY 10577 and Income Fund, Inc.; Director and
President of Innovative Clinical
Solutions, Ltd.; Director of FNC Realty
Corporation; Director of Brantley Capital
Corporation; Director of the Old Mutual
2100 fund complex (consisting of six funds)
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Warren E. Holtsberg MVC Capital, Inc. Director; Co-head of Portfolio Management
287 Bowman Avenue, 2nd Floor of the Tokarz Group Advisers LLC, the
Purchase, NY 10577 investment advisor of MVC
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Robert C. Knapp Millenco, L.P. USA Managing Director of Ironside
666 Fifth Avenue, 8th Floor Partners LLC
New York, NY 10103
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William E. Taylor MVC Capital, Inc. USA Certified Public Accountant
287 Bowman Avenue, 2nd Floor
Purchase, NY 10577
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During the last five years, neither MVC nor, to the best knowledge of MVC,
any of the Covered Persons, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been 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.
Item 3 of the Original Schedule 13D is supplemented with the following:
On May 8, 2007, MVC acquired 65,000 shares of the Series F Convertible
Preferred Stock of the Issuer (the "Series F Preferred Stock"), by converting
65,000 shares of the Common Stock into 65,000 shares of the Series F Preferred
Stock, for no consideration, pursuant to MVC's right to convert shares of the
Common Stock into an equal number of shares of the Series F Preferred Stock
under the terms of the Stock Purchase Agreement dated as of February 9, 2007,
among the Issuer, MVC and La Bella Holdings, LLC (the "2007 Stock Purchase
Agreement").
On May 9, 2007, pursuant to the terms of the 2007 Stock Purchase
Agreement, MVC acquired 1,000,000 shares of the Series F Preferred Stock. The
total amount of funds used by MVC to acquire such shares of the Series F
Preferred Stock was $10,000,000. The funds used were corporate funds of MVC.
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CUSIP No. 23422P106 13D Page 5 of 9
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Item 4. Purpose of the Transaction.
Item 4 of the Original Schedule 13D is deleted and replaced with the following:
MVC purchased the shares of Common Stock and Series F Preferred Stock
based on its belief that such securities represent an attractive investment
opportunity. In addition, MVC's purchase of the Series F Preferred Stock was to
help fund the Issuer's repurchase of tendered Common Stock on May 11, 2007 in
connection with a tender offer by the Issuer.
Consistent with its investment purpose, MVC may engage in communications
with one or more officers, directors, representatives or shareholders of the
Issuer regarding the Issuer, including but not limited to its operations and its
business, financial, and strategic plans. MVC may discuss ideas that, if
effected, may result in one or more of the events described in clauses (a)
through (j) of the instructions to Item 4 of Schedule 13D.
Pursuant to the Stock Purchase Agreement dated July 30, 2004 between the
Issuer and MVC (the "2004 Stock Purchase Agreement"), the Issuer agreed to
appoint one designee of MVC to serve on its board of directors, so long as MVC
beneficially owns 50% or more of the Common Stock acquired by MVC pursuant to
the 2004 Stock Purchase Agreement. MVC has named Michael T. Tokarz, the Chairman
and Portfolio Manager of MVC, as its designee. In addition, so long as MVC
beneficially owns 50% or more of the Common Stock acquired by MVC pursuant to
the 2004 Stock Purchase Agreement, a representative designated by MVC may
attend, as an observer, all meetings of the Issuer's board of directors and is
entitled to receive all written materials in connection with such meetings.
Concurrently with MVC's initial investment in the Issuer pursuant to the
2004 Stock Purchase Agreement, the Issuer and MVC Financial Services, Inc., a
wholly-owned subsidiary of MVC ("MVC Financial"), entered into a written
consulting agreement, pursuant to which MVC Financial provides certain advisory
and consulting services to the Issuer. As compensation for such services, MVC
Financial receives an annual consulting fee of $75,000 and is reimbursed by the
Issuer for all reasonable out-of-pocket expenses.
Except as disclosed in this Item 4, MVC does not have any current plans or
proposals which relate to or would result in any of the events described in
clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. MVC
expects to evaluate on an ongoing basis, subsequent developments affecting the
Issuer, the Issuer's financial condition, business operations and prospects,
conditions in the securities market generally, general economic and industry
conditions, other investment and business opportunities available to MVC and
other factors. Accordingly, MVC reserves the right to change its plans and
intentions at any time, as it deems appropriate, and to consider and take
various possible alternative courses of action with respect to the Issuer as it
considers desirable in light of the circumstances then prevailing, including
those which may result in one or more of the events set forth in clauses (a)
through (j) of the instructions to Item 4 of Schedule 13D. In particular, MVC
may, subject to the restrictions contained in the securities laws, at any time
and from time to time acquire additional shares of the Common Stock or Series F
Preferred Stock, or securities convertible or exchangeable for the Common Stock
or Series F Preferred Stock, in public or private transactions, and/or dispose
of shares of the Common Stock or Series F Preferred Stock or other securities of
the Issuer, in public or private transactions. Any such transactions may be
effected at any time and from time to time, and on such terms as MVC may deem
advisable.
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CUSIP No. 23422P106 13D Page 6 of 9
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Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13D is deleted and replaced with the following:
The information set forth, or incorporated by reference, in Items 4 and 6
is hereby incorporated by reference.
(a) As of May 11, 2007, MVC owned 1,016,195 shares of Common Stock,
constituting approximately 9.97% of the shares of Common Stock outstanding. The
aggregate percentage of the Common Stock reported owned by MVC is based upon
10,189,932 shares of Common Stock outstanding as of the close of business on May
11, 2007 (based on information provided to MVC by the Issuer).
(b) MVC has the sole power to vote the Common Stock and the sole power to
dispose or to direct the disposition of the Common Stock reported for it in this
Schedule 13D.
(c) On May 8, 2007, MVC converted 65,000 shares of the Common Stock owned
by it into 65,000 shares of the Series F Preferred Stock. This conversion was
effected pursuant to MVC's right under the 2007 Stock Purchase Agreement to
convert, at any time and from time to time, any number of the shares of Common
Stock owned by it into an equal number of shares of the Series F Preferred
Stock, for no consideration. Except for the foregoing, no other transactions in
the Common Stock were effected during the past sixty days by MVC or the Covered
Persons.
(d) No other person is known by MVC to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock beneficially owned by MVC or any Covered Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Item 6 of the Original Schedule 13D is deleted and replaced with the following:
Pursuant to the 2007 Stock Purchase Agreement, MVC has the right to
convert, at any time and from time to time, any number of the shares of Common
Stock held by it into an equal number of shares of the Series F Preferred Stock,
for no consideration.
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CUSIP No. 23422P106 13D Page 7 of 9
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Pursuant to the terms of the Certificate of Designation of the Series F
Preferred Stock (the "Certificate of Designation"), which was filed with the
Secretary of State of North Dakota on May 3, 2007 under the terms of the 2007
Stock Purchase Agreement, each holder of Series F Preferred Stock has the right,
exercisable at any time upon 65 days' written notice to the Issuer to convert
any number of shares of the Series F Preferred Stock into an equal number of
shares of the Common Stock. In addition, the Certificate of Designation provides
that each holder of Series F Preferred Stock has the option of converting the
holder's shares of the Series F Preferred Stock into an equal number of shares
of the Common Stock upon (i) a "Change of Control," as defined in the
Certificate of Designation, (ii) any transaction, however structured, pursuant
to which the holder substantially exits its equity investment in the Issuer, or
(iii) any default by the Issuer under any material agreement. The Series F
Preferred Stock does not carry the right to vote. Except with respect to the
foregoing rights related to conversion and with respect to voting rights, the
rights of the Series F Preferred Stock are identical to those of the Common
Stock.
Pursuant to the 2004 Stock Purchase Agreement, as long as MVC beneficially
owns at least 50% of the shares of the Common Stock purchased thereunder, MVC
has a first right to fund all or any portion of any additional non-convertible
subordinated debt that the Issuer may propose to issue, subject to certain
existing rights and arrangements.
Pursuant to the 2007 Stock Purchase Agreement, each of MVC and La Bella
Holdings, LLC ("LBH") has the right to fund its pro rata share of any additional
convertible debt or equity funding that the Issuer may propose to issue, subject
to certain existing rights and arrangements, so long as it beneficially owns at
least 50% of the shares of the Common Stock or Series F Preferred Stock
purchased by it under the 2007 Stock Purchase Agreement. "Pro rata share" means
the quotient obtained by dividing the number of shares of Common Stock or Series
F Preferred Stock held by MVC or LBH, respectively, by the aggregate number of
shares of Common Stock and Series F Preferred Stock held by both MVC and LBH.
In connection with the 2004 Stock Purchase Agreement, the Issuer and MVC
entered into a Registration Rights Agreement dated July 30, 2004 (the "2004
Registration Rights Agreement"), pursuant to which the Issuer agreed, among
other things, to (i) file, as soon as practicable following the closing of the
investment in the Common Stock, a Registration Statement (the "2004 Registration
Statement") with the SEC to register resales under the Securities Act of 1933 of
the Common Stock, (ii) use its best efforts to cause the 2004 Registration
Statement to become effective as soon as practicable (and in no event later than
3 months) after such filing, and (iii) use its reasonable best efforts to cause
the 2004 Registration Statement to remain continuously effective until the
earlier of (1) the date on which all shares of Common Stock purchased by MVC
have been resold under the 2004 Registration Statement, and (2) the date on
which all such shares may be resold without restriction or limitation. The 2004
Registration Rights Agreement provided that all fees and expenses of such
registration would be borne by the Issuer and that MVC would be entitled to
customary indemnification from the Issuer against certain liabilities.
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CUSIP No. 23422P106 13D Page 8 of 9
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In connection with the 2007 Stock Purchase Agreement, the Issuer and MVC
entered into a Registration Rights Agreement dated May 9, 2007 (the "2007
Registration Rights Agreement") pursuant to which the Issuer agreed, among other
things, to (i) file, as soon as practicable upon the receipt of notice from MVC,
a Registration Statement (the "Second Registration Statement") with the SEC to
register resales under the Securities Act of 1933 of MVC's Series F Preferred
Stock or securities issued as a dividend or other distribution with respect to,
or in exchange for or in replacement of MVC's Series F Preferred Stock, (ii) use
its best efforts to cause the Second Registration Statement to become effective
as soon as practicable (and in no event later than 3 months) after such filing,
and (iii) use its reasonable best efforts to cause the Second Registration
Statement to remain continuously effective until the earlier of (1) the date on
which all shares of Series F Preferred Stock purchased by MVC have been resold
under the Second Registration Statement, and (2) the date on which all of MVC's
Series F Preferred Stock or securities issued as a dividend or other
distribution with respect to, or in exchange for or in replacement of MVC's
Series F Preferred Stock, may be resold without restriction or limitation. The
2007 Registration Rights Agreement provides that all fees and expenses of such
registration will be borne by the Issuer and that MVC will be entitled to
customary indemnification from the Issuer against certain liabilities.
The foregoing summaries of MVC's rights under the 2004 Stock Purchase
Agreement, the 2007 Stock Purchase Agreement, the 2004 Registration Rights
Agreement and the 2007 Registration Rights Agreement are qualified in their
entirety by reference to such documents, copies of which are included as
exhibits hereto and incorporated herein by reference. The foregoing summary of
MVC's rights under the Certificate of Designation is qualified in its entirety
by reference to the form of the Certificate of Designation that is included as
Exhibit A to the 2007 Stock Purchase Agreement.
The information set forth, or incorporated by reference, in Items 4 and 5
is also hereby incorporated by reference.
Except as described in this Schedule 13D, neither MVC nor, to the best
knowledge of MVC, any Covered Persons, presently has any other material
contracts, arrangements, understandings or relationships (legal or otherwise)
with respect to any securities of the Issuer.
Item 7. Material to be filed as Exhibits.
Items 7 of the Original Schedule 13D is supplemented with the following:
Exhibit 4 Stock Purchase Agreement, dated as of February 9, 2007, among the
Issuer, MVC and LBH (filed as Exhibit 10.1 to the Issuer's Form 8-K
filed on February 15, 2007, and incorporated herein by this
reference)
Exhibit 5 Registration Rights Agreement, dated as of May 9, 2007, between the
Issuer and MVC
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CUSIP No. 23422P106 13D Page 9 of 9
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SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: May 11, 2007
MVC Capital, Inc.
/s/ Michael T. Tokarz
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Name: Michael T. Tokarz
Title: Chairman