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. 1)
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)
April 11, 2006
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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 7 pages)
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CUSIP No. 23422P106 13D Page 2 of 7
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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
1,081,195
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(8) SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED 0
BY EACH REPORTING ----------------------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
1,081,195
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(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,081,195
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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)
8.2%
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(14) TYPE OF REPORTING PERSON (See Instructions)
IV
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CUSIP No. 23422P106 13D Page 3 of 7
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Item 1. Security and Issuer
This Amendment No. 1 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") 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-Rothchild 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 7
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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 of The Mexico Equity and
Purchase, NY 10577 Income Fund, Inc.; Director and
President of Innovative Clinical
Solutions, Ltd.
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Robert C. Knapp Millenco, L.P. USA Managing Director of Millennium
666 Fifth Avenue, 8th Floor Partners
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 the Reporting Person nor, to the best
knowledge of the Reporting Person, 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:
The total amount of funds used by MVC to acquire the shares reported in
Item 5(c) was $433,190.65. All shares of the Issuer's Common Stock acquired by
MVC have been acquired with corporate funds of MVC.
Item 4. Purpose of the Transaction.
Item 4 of the Original Schedule 13D is deleted and replaced with the following:
The Reporting Person purchased the shares of Common Stock based on its
belief that the Common Stock represents an attractive investment opportunity.
Consistent with its investment purpose, the Reporting Person 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. The Reporting
Person 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.
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CUSIP No. 23422P106 13D Page 5 of 7
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In connection with MVC's initial investment in the Issuer, the Issuer
agreed to appoint one designee of MVC to its board of directors, so long as MVC
beneficially owns 50% or more of the Common Stock acquired by MVC pursuant to
the Stock Purchase Agreement. MVC has named Michael T. Tokarz, the Chairman of
MVC, as its designee. In addition, so long as MVC beneficially owns 50% or more
of the Common Stock acquired pursuant to the 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, the Issuer and
MVC Financial Services, Inc., an affiliate of MVC ("MVC Financial"), entered
into a written consulting agreement (the "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, the Reporting Person 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. The Reporting Person 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 the Reporting Person and other factors. Accordingly, the Reporting
Person 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, the Reporting Person may, subject to the
restrictions contained in the securities laws, at any time and from time to time
acquire additional shares of the Issuer's Common Stock or securities convertible
or exchangeable for the Common Stock in public or private transactions, dispose
of Shares of the Common Stock or other securities in public or private
transactions. Any such transactions may be effected at any time and from time to
time, and on such terms as the Reporting Person may deem advisable.
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) The aggregate percentage of the Common Stock reported owned by the
Reporting Person named herein is based upon 13,169,382 shares of Common Stock
outstanding as of March 17, 2006 (as set forth in the Issuer's most recent Form
10-Q filed on March 17, 2006).
As of the close of business on April 13, 2006, the Reporting Person owns
1,081,195 shares of Common Stock, constituting approximately 8.2% of the shares
of Common Stock outstanding.
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CUSIP No. 23422P106 13D Page 6 of 7
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(b) The Reporting Person has the sole power to vote and the sole power
to dispose or to direct the disposition of the Common Stock reported for it in
this Schedule 13D.
(c) During the past 60 days, the Reporting Person has made purchases of
87,288 shares of Common Stock in private transactions as set forth below:
Date Transaction Number of Shares Price per Share
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04/11/2006 Purchase 2,555 $4.75
04/11/2006 Purchase 1,018 $4.95
04/11/2006 Purchase 4,241 $5.00
04/11/2006 Purchase 6,686 $5.05
04/11/2006 Purchase 18,000 $5.50
04/11/2006 Purchase 5,000 $5.00
04/11/2006 Purchase 5,000 $5.10
04/11/2006 Purchase 20,000 $5.00
03/24/2006 Purchase 24,788 $4.50
Except as set forth above, no other transactions in the Common Stock were
effected during the past sixty days by the Reporting Person or the Covered
Persons.
(d) No other person is known by the Reporting Person 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 the Reporting Person or
any Covered Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Response unchanged.
Item 7. Material to be filed as Exhibits.
Response unchanged.
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CUSIP No. 23422P106 13D Page 7 of 7
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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: April 14, 2006
MVC Capital, Inc.
/s/ Michael T. Tokarz
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Name: Michael T. Tokarz
Title: Chairman