cal_13da2.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
CALUMET
SPECIALTY PRODUCTS PARTNERS, L.P.
(Name of
Issuer)
|
Common
Units representing limited partner
interests
|
(Title of
Class of Securities)
131476103
(CUSIP
Number)
|
The
Heritage Group
Attention: John
Vercruysse, Controller
5400
W. 86th
Street
Indianapolis,
Indiana 46268-0123
(317)
228-8314
|
Copy
to:
John
W. Boyd, Esq.
Barnes
& Thornburg LLP
11
S. Meridian Street
Indianapolis,
Indiana 46204
(317)
236-1313
|
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
May
22, 2008
(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 which 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 Rule 13d-7 for other parties to whom copies are to
be sent.
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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1
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NAME
OF REPORTING PERSON
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The
Heritage Group
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|
2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (1)
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(a) o
(b) o
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3
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SEC
USE ONLY
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|
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4
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SOURCE
OF FUNDS
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WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
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o
|
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Indiana
|
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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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3,525,033
Common Units
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8
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SHARED
VOTING POWER
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270,907
Common Units (2)
|
|
9
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SOLE
DISPOSITIVE POWER
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3,525,033
Common Units
|
|
10
|
SHARED
DISPOSITIVE POWER
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270,907
Common Units (2)
|
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,795,940
Common Units
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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19.8%
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14
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TYPE
OF REPORTING PERSON
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HC,
PN
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(1) The
Reporting Person is a member of a 13(d) group that filed an initial Schedule 13D
with the Securities and Exchange Commission (“SEC”) on May 14, 2008, an
Amendment No. 1 to Schedule 13D on May 20, 2008, and an Amendment No. 2 to
Schedule 13D on May 23, 2008. The Reporting Person does not share voting or
dispositive power over Common Units of the Issuer with any other member of that
reporting group, which group was formed in order to coordinate acquisition
activities for a limited time period, intending to comply with the Rule 10b-18
safe harbor.
(2) These
units are owned by Calumet, Incorporated (“Inc.”). The Reporting Person
is an indirect shareholder of Inc., and these units represent the Reporting
Person’s proportionate interest in Inc.’s units. The Reporting Person disclaims
beneficial ownership of the units of the Issuer owned by Inc. except to the
extent of the Reporting Person’s pecuniary interest therein.
Item
1. Security
and Issuer.
The class
of equity securities to which this statement relates is the class of Common
Units representing limited partner interests (the “Common Units”), of Calumet
Specialty Products Partners, L.P. (the “Issuer”), a Delaware limited
partnership having its principal office at 2780 Waterfront Parkway E. Drive,
Suite 200, Indianapolis, Indiana 46214.
Item
2. Identity
and Background.
Reporting
Person
The
Reporting Person filing this statement is The Heritage Group, a general
partnership formed under the laws of the State of Indiana. The Heritage Group is
engaged in the business of managing a diverse set of companies involved in the
highway construction, environmental services and oil refining and marketing
industries. The principal business address and principal office address of The
Heritage Group is 5400 W. 86th Street,
Indianapolis, Indiana 46268-0123.
During
the last five years, the Reporting Person has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
During
the last five years, the Reporting Person has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which the Reporting Person 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.
General
Partners
Thirty
grantor trusts own all of the outstanding general partner interests in the
Reporting Person. Certain information regarding these grantor trusts is provided
in Exhibit A filed with this Schedule 13D and incorporated herein by this
reference. Six trustees, acting on behalf of the trusts, have the duty and have
been empowered to carry out the purposes of the general partnership pursuant to
the Articles of Partnership. The six trustees are Fred M. Fehsenfeld, Jr. (the
Partnership Manager), James C. Fehsenfeld, Nicholas J. Rutigliano, William S.
Fehsenfeld, Nancy A. Smith and Amy M. Schumacher (the “General Partner
Trustees”).
Fred M.
Fehsenfeld, Jr. serves as the Chairman of the Board of Directors of Calumet GP,
LLC, the general partner of the Issuer, in addition to serving as the
Partnership Manager for the Reporting Person. His business address is 5400 W.
86th
Street, Indianapolis, Indiana 46268-0123.
James C.
Fehsenfeld serves as President of U.S.
Aggregates, Inc. located at 5400 W. 86th Street,
Indianapolis, Indiana 46268-0123, which is Mr. Fehsenfeld’s principal business
address.
Nicholas
J. Rutigliano serves as the President of Tobias Insurance Group located at 9247
N. Meridian, Suite 3, Indianapolis, Indiana 46260, which is Mr. Rutigliano’s
principal business address.
William
S. Fehsenfeld serves as the Vice President and Secretary of Schuler Books and
Music, Inc., an independent bookstore company located at 2660 28th Street
SE, Grand Rapids, Michigan 49512, which is Mr. Fehsenfeld’s principal business
address.
Nancy A.
Smith serves as the President of Plymouth Healing Communities, a nonprofit
501(c)(3) company located at 1217 Sixth Avenue, Seattle, Washington 98101, which
is Mrs. Smith’s principal business address.
Amy M.
Schumacher is a Sloan Fellow at the Massachusetts Institute of Technology. Her
home address is 85 Saint Botolph #4, Boston, Massachusetts 02116.
During
the last five years, neither a General Partner Trustee nor any of the grantor
trusts have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During
the last five years, neither a General Partner Trustee nor any of the grantor
trusts have been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which the Reporting Person 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.
All
General Partner Trustees are citizens of the United States. All
grantor trusts were formed under the laws of the State of Indiana.
Item
3. Source
and Amount of Funds or Other Consideration.
The
Common Units originally acquired by the Reporting Person were obtained from the
Issuer as consideration for the assets and liabilities that the Reporting Person
contributed to the capital of the Issuer in connection with the Issuer’s initial
public offering, as registered with the SEC under the Securities Act of 1933, as
amended. Subsequently, the Reporting Person has used its working capital to
acquire Common Units in the open market. The Common Units owned directly by any
of the grantor trusts were acquired by the grantor trusts with available cash of
that particular trust.
Item
4. Purpose
of Transaction.
The
Reporting Person has recently acquired additional Common Units of the Issuer for
purposes of increasing its investment in the Issuer. Additional details
regarding the Reporting Person’s participation in a group, for purposes of
coordinating acquisition activities intending to comply with the Rule 10b-18
safe harbor, are available in the group’s Schedule 13D filed with the SEC on May
14, 2008, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on
May 20, 2008, and by Amendment No. 2 to Schedule 13D filed with the SEC on May
23, 2008.
Other
than the specific understanding with respect to the 13(d) group described above,
or the exceptions noted in the items below, neither the Reporting Person nor any
other person named in Item 2 above has any plans or proposals that relate to or
would result in any of the following:
(a) the
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer, except that the Reporting Person
anticipates that (i) it will make additional purchases of Common Units in the
open market and in privately negotiated off-market transactions and that it will
transfer some of its owned Common Units to subsidiaries and affiliates from time
to time, and (ii) from time to time, the other persons named in Item 2 may
acquire or dispose of Common Units in the open market and in privately
negotiated off-market transactions and may make or receive gifts or
distributions of Common Units;
(b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries;
(d) any
change in the present Board of Directors or management of the Issuer, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the Board;
(e) any
material change in the present capitalization or dividend policy of the
Issuer;
(f) any other
material change in the Issuer’s business or corporate structure;
(g) changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by any
person;
(h) causing a
class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) a class
of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or
(j) any
action similar to any of those enumerated above.
Item
5. Interest
in Securities of the Issuer.
According
to the Issuer’s Quarterly Report on Form 10-Q, there were 19,166,000 Common
Units and 13,066,000 subordinated units convertible into Common Units
outstanding at May 9, 2008. The percentages herein were derived from those
numbers. The subordinated units discussed in this Item refer to units
issued by the Issuer that may be converted into Common Units on a one-for-one
basis upon the termination of the subordination period under certain
circumstances, but in no event before December 31, 2010. For more
information on the subordinated units, see the First Amended and Restated
Agreement of Limited Partnership of Calumet Specialty Products Partners, L.P.
which is attached as Exhibit B to this Schedule 13D.
(a) and
(b) The Heritage Group beneficially owns 3,525,033 Common Units
directly and with sole voting and dispositive power, representing 18.39% of all
Common Units. The Heritage Group also may be deemed to beneficially own 270,907
Common Units owned by Calumet, Incorporated, a corporation in which the
Reporting Person has an indirect interest, and over which units The Heritage
Group could be deemed to have shared voting and dispositive power. Together,
these interests represent 19.81% of all Common Units. The Reporting Person also
owns 7,414,176 subordinated units that with time, and upon financial conditions,
may become Common Units. In addition, The Heritage Group may be deemed to
beneficially own 614,417 of the subordinated units owned by Calumet,
Incorporated. Together, these subordinated interests represent 61.45% of all
subordinated units. Collectively, The Heritage Group’s interests represent
36.69% of the total Common Units and subordinated units of the
Issuer.
In
addition to the Common Units owned by The Heritage Group, the following trusts
own the following number of Common Units directly:
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Trust
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Number
of Units
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Maggie
Fehsenfeld Trust No. 106, dated December 30, 1974 (for the benefit of Fred
Mehlert Fehsenfeld Jr. and his issue)
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333,077 Common
648,825
Subordinated
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| |
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Irrevocable
Intervivos Trust for the Benefit of Fred Mehlert Fehsenfeld, Jr. and his
issue, dated December 27, 1973
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333,077
Common
648,825
Subordinated
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Maggie
Fehsenfeld Trust No. 108, dated December 30, 1974 (for the benefit of Jan
Marie Dillow and her issue)
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5,800
Common
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Irrevocable
Intervivos Trust for the Benefit of Jan Marie Dillow and her issue, dated
December 27, 1973
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5,800
Common
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Maggie
Fehsenfeld Trust No. 104, dated December 30, 1974 (for the benefit of John
Michael Fehsenfeld and his issue
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5,800
Common
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Irrevocable
Intervivos Trust for the Benefit of John Michael Fehsenfeld and his issue,
dated December 27, 1973
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5,800
Common
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Each
trust that owns Units, each of which acts through the majority vote of the
General Partner Trustees identified in Item 2, has sole power to vote or to
direct the vote of the securities, and the sole power to dispose or to direct
the disposition of the securities.
(c) During
the past sixty days, neither the Reporting Person nor any other person named in
Item 2 above has engaged in any transactions in the Common Units, except as
described in Exhibit C filed with this Schedule 13D and incorporated herein by
this reference.
(d) The
beneficiaries of the grantor trusts described in Item 2, for whose benefit the
General Partner Trustees manage the Reporting Person, are entitled to receive
any dividends or proceeds from the securities.
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
As
described in Item 2, Fred M. Fehsenfeld, Jr. serves as Chairman of the Board of
Directors of Calumet GP, LLC, the general partner of the Issuer. He
also serves on the Compensation Committee of the Issuer. He is
related to all the other Trustees who manage the Reporting Person in the manner
described below.
William
S. Fehsenfeld is a Director of the Issuer and is the first cousin of Fred M.
Fehsenfeld, Jr. and James C. Fehsenfeld.
Nicholas
J. Rutigliano is a Director of the Issuer and is the brother-in-law of Fred M.
Fehsenfeld, Jr. and James C. Fehsenfeld.
James C.
Fehsenfeld and Fred M. Fehsenfeld, Jr. are brothers.
Nancy A.
Smith is William S. Fehsenfeld’s sister and is the first cousin of Fred M.
Fehsenfeld, Jr. and James C. Fehsenfeld.
Amy M.
Schumacher is the daughter of Fred M. Fehsenfeld, Jr. and the niece of James C.
Fehsenfeld and Nicholas J. Rutigliano.
The
Reporting Person and certain of the Trustees who manage the Reporting Person
engage in various business relationships with the Issuer, as described more
fully in Item 13 of the Issuer’s Form 10-K filed March 4, 2008, but they do not
have any other contracts, arrangements, understandings or relationships between
themselves or with any other person with respect to the Common Units, except for
the specific understanding described above in Item 4 with respect to the
activities of a 13(d) reporting group.
Item
7. Material
to be Filed as Exhibits.
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Exhibit
A
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The
Heritage Group General Partner Trusts (filed herewith)
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Exhibit
B
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First
Amended and Restated Agreement of Limited Partnership of Calumet Specialty
Products Partners, L.P. (incorporated by reference to Issuer's Current
Report on Form 8-K filed February 13, 2006)
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|
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Exhibit
C
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Description
of Transactions (filed
herewith)
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Signatures
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.
Dated:
May 23, 2008
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THE
HERITAGE GROUP
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By
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/s/
John
P. Vercruysse |
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John
P. Vercruysse
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Chief
Financial Officer
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