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)
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.
Riverview at Purchase
287 Bowman Avenue, 3rd Floor
Purchase, NY 10577
(212) 687-8080
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)
July 30, 2004
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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 8 pages)
CUSIP No. 23422P106 13D Page 2 of 8
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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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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 909,091
PERSON WITH
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(8) SHARED VOTING POWER
0
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(9) SOLE DISPOSITIVE POWER
909,091
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(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
909,091
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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)
6.9%
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(14) TYPE OF REPORTING PERSON (SEE Instructions)
IV
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CUSIP NO. 23422P106 13D PAGE 3 OF 8
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ITEM 1. SECURITY AND ISSUER
This initial statement on Schedule 13D (this "Schedule 13D") relates 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"). The
Issuer's principal executive offices are located at One Pasta Avenue,
Carrington, North Dakota 58421.
ITEM 2. IDENTITY AND BACKGROUND
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 Riverview at Purchase, 287 Bowman
Avenue, 3rd 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").
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CURRENT BUSINESS OR PRESENT PRINCIPAL
NAME RESIDENCE ADDRESS CITIZENSHIP OCCUPATION OR EMPLOYMENT
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Michael T. Tokarz MVC Capital, Inc. USA Chairman and
Riverview at Portfolio Manager
Purchase
287 Bowman Avenue,
3rd Floor
Purchase, NY 10577
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Bruce W. Shewmaker MVC Capital, Inc. USA Managing Director
Riverview at
Purchase
287 Bowman Avenue,
3rd Floor
Purchase, NY 10577
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Frances Rebecca MVC Capital, Inc. Great Principal Financial
Spark Riverview at Britain Officer
Purchase
287 Bowman Avenue,
3rd Floor
Purchase, NY 10577
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Jaclyn Lauren MVC Capital, Inc. USA Secretary
Shapiro Riverview at
Purchase
287 Bowman Avenue,
3rd Floor
Purchase, NY 10577
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Emilio A. MVC Capital, Inc. USA Retired Partner of,
Dominianni Riverview at and Consultant to
Purchase Coudert Brothers LLP;
287 Bowman Avenue, Consultant to Air
3rd Floor Liquide America Corp.
Purchase, NY 10577
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CUSIP NO. 23422P106 13D PAGE 4 OF 8
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Gerald Hellerman MVC Capital, Inc. USA Principal of
Riverview at Hellerman Associates;
Purchase President of The
287 Bowman Avenue, Mexico Equity and
3rd Floor Income Fund, Inc.
Purchase, NY 10577
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Robert C. Knapp Millenco, L.P. USA Managing Director of
666 Fifth Avenue, Millennium Partners
8th Floor
New York, NY 10103
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Robert S. Everett Everett & Solsvig, USA Managing Director of
Inc. Everett & Solsvig,
10 Rockefeller Plaza Inc.; Chief
Suite 815 Restructuring Officer
New York, NY 10020 of Cornerstone
Propane Partners, L.P.
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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
Pursuant to the Stock Purchase Agreement, dated July 30, 2004, between the
Issuer and MVC (the "Stock Purchase Agreement"), MVC purchased 909,091 shares of
Common Stock for an aggregate purchase price of $5,000,000. The shares were
acquired with corporate funds of MVC.
ITEM 4. PURPOSE OF THE TRANSACTION.
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.
In connection with MVC's 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 at all meetings of
the Issuer's board of directors and is entitled to receive all written materials
in connection with such meetings.
CUSIP NO. 23422P106 13D PAGE 5 OF 8
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Concurrently with MVC's investment, 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.
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 July 30, 2004 (as provided by the Issuer and, including the
909,091 shares of Common Stock to which this Schedule 13D relates).
As of the close of business on July 30, 2004, the Reporting Person owns
909,091 shares of Common Stock, constituting approximately 6.9% of the shares of
Common Stock outstanding.
(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.
CUSIP NO. 23422P106 13D PAGE 6 OF 8
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(c) During the past 60 days, the Reporting Person purchased 909,091 shares
of Common Stock in private transactions as set forth below:
DATE NUMBER OF SHARES PRICE PER SHARE
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07/30/04 909,091 $5.50
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
In connection with the investment, the Issuer and MVC entered into a
Registration Rights Agreement, dated July 30, 2004 (the "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, a
registration statement (the "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 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 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 Registration Statement,
and (2) the date on which all such shares may be resold without restriction or
limitation. All fees and expenses of such registration will be borne by the
Issuer. MVC will be entitled to customary indemnification from the Issuer
against certain liabilities.
The foregoing summary of the Registration Rights Agreement is qualified in
its entirety by reference to the Registration Rights Agreement, a copy of which
is included as an exhibit hereto and incorporated herein by reference.
Pursuant to the 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 subordinated debt or equity
funding that the Company may propose to issue, subject to certain existing
rights and arrangements.
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 the Reporting Person
nor, to the best knowledge of the Reporting Person, any Covered Persons
presently has any other material contracts, arrangements, understandings or
relationships (legal or otherwise) with respect to any securities of the Issuer.
CUSIP NO. 23422P106 13D PAGE 7 OF 8
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Stock Purchase Agreement, dated as of July 30, 2004, between the
Issuer and MVC (filed as Exhibit 99.2 to the Issuer's Form 8-K filed
on August 6, 2004, and incorporated herein by this reference)
Exhibit 2 Registration Rights Agreement, dated as of July 30, 2004, between
the Issuer and MVC (filed as Exhibit 99.3 to the Issuer's Form 8-K
filed on August 6, 2004, and incorporated herein by this reference)
Exhibit 3 Consulting Agreement, dated as of July 30, 2004, between the
Issuer and MVC Financial Services, Inc. (filed as Exhibit 99.4 to
the Issuer's Form 8-K filed on August 6, 2004, and incorporated
herein by this reference)
CUSIP NO. 23422P106 13D PAGE 8 OF 8
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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: August 6, 2004
MVC Capital, Inc.
/s/ Michael T. Tokarz
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Name: Michael T. Tokarz
Title: Chairman