Amended Statement of Beneficial Ownership (sc 13d/a)
October 14 2020 - 4:56PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Huttig
Building Products, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
448451104
(CUSIP Number)
Mill Road Capital II, L.P.
Attn: Thomas E. Lynch
382 Greenwich Avenue
Suite One
Greenwich, CT
06830
203-987-3500
With a copy to:
Peter M. Rosenblum, Esq.
Foley Hoag LLP
155
Seaport Blvd.
Boston, MA 02210
617-832-1151
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 14, 2020
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for
other parties to whom copies are sent.
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*
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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.
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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).
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CUSIP No. 448451104
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13D
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Page
2
of 6 Pages
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1.
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Names of Reporting Persons.
Mill Road Capital II, L.P.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
WC
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
2,187,942
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8.
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Shared Voting Power
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9.
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Sole Dispositive Power
2,187,942
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10.
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Shared Dispositive Power
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,187,942
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class
Represented by Amount in Row (11)
8.1%
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14.
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Type of Reporting Person
(See Instructions)
PN
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CUSIP No. 448451104
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13D
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Page
3
of 6 Pages
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1.
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Names of Reporting Persons.
Mill Road Capital II GP LLC
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
AF
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
2,187,942
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8.
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Shared Voting Power
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9.
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Sole Dispositive Power
2,187,942
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10.
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Shared Dispositive Power
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,187,942
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class
Represented by Amount in Row (11)
8.1%
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14.
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Type of Reporting Person
(See Instructions)
OO
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CUSIP No. 448451104
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13D
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Page
4
of 6 Pages
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1.
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Names of Reporting Persons.
Thomas E. Lynch
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
AF
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7.
|
|
Sole Voting Power
|
|
|
8.
|
|
Shared Voting Power
2,187,942
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|
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9.
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Sole Dispositive Power
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10.
|
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Shared Dispositive Power
2,187,942
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,187,942
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|
12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class
Represented by Amount in Row (11)
8.1%
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14.
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Type of Reporting Person
(See Instructions)
IN
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CUSIP No. 448451104
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Page
5
of 6 Pages
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This Amendment No. 2 to the joint statement on Schedule 13D with respect to the common
stock, par value $0.01 per share (the “Common Stock”), of Huttig Building Products, Inc., a Delaware corporation (the “Issuer”), filed by Mill Road Capital II, L.P., a Delaware limited partnership (the
“Fund”), Mill Road Capital II GP LLC, a Delaware limited liability company (the “GP”), and Thomas E. Lynch (collectively, the “Reporting Persons”) on March 18, 2019, as amended by Amendment
No. 1 to Schedule 13D with respect to the Common Stock filed by the Reporting Persons on August 6, 2020 (such joint statement, as so amended and as amended herein, the “Schedule 13D”), amends the Schedule 13D as follows:
1. Item 4 of the Schedule 13D shall hereby be amended by inserting the following paragraph between the second and third paragraphs:
On October 14, 2020, the Management Company sent the letter attached hereto as Exhibit 6, which is incorporated herein by
reference, to the chairman of the Issuer’s board of directors proposing to acquire all outstanding shares of the Issuer at a price of $4.00 per share.
2. Item 7 of the Schedule 13D shall hereby be amended by adding the following Exhibit:
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Exhibit 6
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Letter from Mill Road Capital Management LLC to the Chairman of the Board of Directors of Huttig Building
Products, Inc. dated October 14, 2020.
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3. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in
full force and effect.
[signature pages follow]
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CUSIP No. 448451104
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Page
6
of 6 Pages
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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.
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DATE:
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October 14, 2020
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MILL ROAD CAPITAL II, L.P.
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By:
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Mill Road Capital II GP LLC,
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its General Partner
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By:
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/s/ Justin C. Jacobs
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Justin C. Jacobs
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Management Committee Director
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MILL ROAD CAPITAL II GP LLC
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By:
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/s/ Justin C. Jacobs
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Justin C. Jacobs
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Management Committee Director
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THOMAS E. LYNCH
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/s/ Justin C. Jacobs
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Justin C. Jacobs, attorney-in-fact
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