UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Greektown Superholdings, Inc.
(Name of Issuer)
Preferred Stock, par value $0.01 per share
(Title of Class of Securities)
392485207
(CUSIP Number)
Athens Acquisition LLC
Attention: Matthew Cullen
1086 Woodward Avenue
Detroit, Michigan 48226
(313) 373-3700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
N/A
(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-l(e), 240.13d-l(f) or 240.13d-l(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 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, as amended (“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).
| CUSIP No. 392485207 |
| 1. | Names of Reporting Persons.
Athens Acquisition LLC 46-1560955 | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check 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
80,000 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
80,000 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
80,000 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
x | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
4.9% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Based upon 1,625,790 shares of Preferred Stock of the Issuer outstanding as of September 30, 2012 as disclosed in the Form 10-Q filed on November 13, 2012 by the Issuer with the U.S. Securities and Exchange Commission. Subject to regulatory approval as provided in the Issuer’s Certificate of Incorporation, the Issuer’s Preferred Stock is convertible into shares of the Issuer’s Common Stock. |
| CUSIP No. 392485207 |
| 1. | Names of Reporting Persons.
Daniel Gilbert | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
PF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨ | |||||
| 6. | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
80,000 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
80,000 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
80,000 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
x | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
4.9% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Based upon 1,625,790 shares of Preferred Stock of the Issuer outstanding as of September 30, 2012 as disclosed in the Form 10-Q filed on November 13, 2012 by the Issuer with the U.S. Securities and Exchange Commission. Subject to regulatory approval as provided in the Issuer’s Certificate of Incorporation, the Issuer’s Preferred Stock is convertible into shares of the Issuer’s Common Stock. |
EXPLANATORY NOTE
This Amendment No. 2 amends and supplements the Statement of Beneficial Ownership on Schedule 13D previously filed jointly by Athens Acquisition LLC, a Delaware limited liability company (“Athens Acquisition”), and Daniel Gilbert with the Securities and Exchange Commission on February 8, 2013 (the “Original Schedule 13D”) as amended by Amendment No. 1, filed on March 11, 2013 (with the Original Schedule 13D, the “Schedule 13D”). This Amendment No. 2 has been filed on a voluntary basis.
Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended to add the following information:
On March 18, 2013, Athens Acquisition and the Issuer entered into a Minority Rights Term Sheet (the “Term Sheet”) regarding various so-called “minority shareholder” protections for the Issuer’s remaining equity holders. The Term Sheet is attached hereto as Exhibit 99.8 and hereby incorporated by reference. While the Term Sheet sets forth the basic terms of the parties’ agreement, definitive documentation may contain additional or different provisions and is expected to supersede the Term Sheet. No assurance can be given as to when or if definitive documentation will be executed by Athens Acquisition and the Issuer.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended to add the following information:
The following exhibits are filed as exhibits hereto:
Exhibit | Description of Exhibit | |
| 99.8 | Minority Rights Term Sheet, dated March 18, 2013 | |
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.
| Date: March 20, 2013 | ATHENS ACQUISITION LLC | |||
| By: | /s/ Daniel Gilbert | |||
| Name: | Daniel Gilbert | |||
| Title: | Chief Executive Officer | |||
| /s/ Daniel Gilbert | ||||
| DANIEL GILBERT | ||||
EXHIBIT INDEX
Exhibit | Description of Exhibit | |
| 99.8 | Minority Rights Term Sheet, dated March 18, 2013 | |
