Amended Statement of Beneficial Ownership (sc 13d/a)
January 05 2021 - 9:13AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
January 4, 2021
(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.
|
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Sole Voting Power
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8.
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Shared Voting Power
2,187,942
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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. 3 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” or “Huttig”), 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, and as amended by Amendment No. 2 to Schedule 13D with respect to the Common Stock filed by the Reporting Persons on
October 14, 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 third and fourth paragraphs:
We are disappointed that, despite our willingness to significantly improve our most recent proposal on October 14th, we have reached the
conclusion that constructive discussions are not possible and therefore we must terminate our proposal to acquire 100% of the outstanding shares of Huttig. While we continue to believe that Huttig and its shareholders would benefit from a
take-private transaction at a substantial premium, as one of the Issuer’s largest shareholders we are hopeful that Huttig’s reported financial results and public share price will significantly improve in the near-term so that shareholder
value destruction can be avoided.
2. 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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January 5, 2021
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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, 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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