UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
Information to be included in statements filed pursuant
to Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant to 13d-2(b)
(AMENDMENT NO.1)*
Constar International Inc.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
21036U107
(CUSIP Number)
December 31, 2006
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 ("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).
(Continued on the Following Pages)
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TCM Spectrum Fund LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
91,525
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
91,525
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,525
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TCM Spectrum Fund (QP) LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TCM Crossways Fund LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
17,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
17,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TCM Spectrum Fund (Offshore) Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
566,274
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
566,274
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
566,274
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.5%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TCM Spectrum Fund (Offshore) II Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TCM Select Opportunities Master Fund Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
200,727
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
200,727
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,727
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TCM Select Opportunities Fund (Offshore) Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
200,727
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
200,727
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,727
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Coast Fund L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Partners Group Alternative Strategies PCC Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Channel Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
274,869
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
274,869
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
274,869
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.2%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Troob Capital Management LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
108,525
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
108,525
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,525
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Troob Capital Management (Offshore) LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
767,001
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
767,001
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
767,001
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Troob Capital Advisors LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
274,869
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
274,869
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
274,869
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.2%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Douglas M. Troob
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,150,395
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,150,395
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,150,395
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
12. TYPE OF REPORTING PERSON*
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter J. Troob
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,150,395
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,150,395
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,150,395
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
12. TYPE OF REPORTING PERSON*
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 1 is filed with respect to the shares of Common Stock, par
value $0.01 (the "Common Stock") of Constar International Inc. (the "Issuer")
beneficially owned by the Reporting Persons (as defined below) as of December
31, 2006, and amends and supplements the Schedule 13G filed on April 24, 2006
(collectively, the "Schedule 13G"). Except as set forth herein, the Schedule 13G
is unmodified.
The names of the persons filing this statement on Schedule 13G are:
o TCM Spectrum Fund LP ("Domestic Fund"), o TCM Spectrum Fund (QP) LP
("QP Fund"),
o TCM Crossways Fund LP ("Crossways Fund"),
o TCM Spectrum Fund (Offshore) Ltd. ("Spectrum Offshore Fund"),
o TCM Spectrum Fund (Offshore) II Ltd. ("Spectrum Offshore Fund II"),
o TCM Select Opportunities Fund (Offshore) Ltd. ("Select Offshore Fund"),
o TCM Select Opportunities Master Fund Ltd. ("Select Master Fund"),
o The Coast Fund L.P. ("Coast"),
o Partners Group Alternative Strategies PCC Limited ("Partners Group"),
o Troob Capital Management LLC ("Management LLC"),
o Troob Capital Management (Offshore) LLC ("Offshore Management LLC"),
o Troob Capital Advisors LLC ("Advisors LLC"),
o Douglas M. Troob and
o Peter J. Troob.
The Domestic Fund, QP Fund, Crossways Fund, Spectrum Offshore Fund,
Spectrum Offshore Fund II, Select Offshore Fund, Select Master Fund, Coast,
Partners Group, Management LLC, Offshore Management LLC, Advisors LLC, Douglas
Troob and Peter Troob shall be collectively referred to herein as the "Reporting
Persons."
ITEM 2(a). NAME OF PERSON FILING:
The names of the persons filing this statement on Schedule 13G are:
o TCM Spectrum Fund LP,
o TCM Crossways Fund LP,
o TCM Spectrum Fund (Offshore) Ltd.,
o TCM Select Opportunities Fund (Offshore) Ltd.,
o TCM Select Opportunities Master Fund Ltd.,
o Partners Group Alternative Strategies PCC Limited,
o Troob Capital Management LLC,
o Troob Capital Management (Offshore) LLC,
o Troob Capital Advisors LLC,
o Douglas M. Troob and
o Peter J. Troob.
Management LLC is the managing general partner of each of Domestic Fund and
Crossways Fund. Offshore Management LLC is the investment manager of each of the
Spectrum Offshore Fund, Select Offshore Fund and the Select Master Fund.
Advisors LLC is the manager of the Issuer's shares of Common Stock owned by
Partners Group. Douglas Troob and Peter Troob are the managing members of each
of Management LLC, Offshore Management LLC and Advisors LLC.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business address for each of the Domestic Fund, Crossways
Fund, Management LLC, Offshore Management LLC, Advisors LLC, Douglas Troob and
Peter Troob is 777 Westchester Avenue, Suite 203, White Plains, New York 10604.
The principal business address of each of the Spectrum Offshore Fund,
Select Offshore Fund and Master Fund is Bank of Butterfield International
(Cayman) Ltd., Butterfield House, 68 Fort Street, George Town, Grand Cayman,
Cayman Islands.
The principal business address of Partners Group is c/o Partners Group
(Guernsey) Limited, Elizabeth House, Les Ruettes Braye, St Peter Port, Guernsey,
Channel Islands.
ITEM 2(c). CITIZENSHIP:
Each of the Domestic Fund and Crossways Fund is a Delaware limited
partnership.
Each of the Spectrum Offshore Fund, Select Offshore Fund and Select Master
Fund is a Cayman Islands exempted company.
Each of Management LLC, Offshore Management LLC and Advisors LLC is a
Delaware limited liability company.
Partners Group is a company formed in the Channel Islands.
Each of Douglas Troob and Peter Troob is a citizen of the United States.
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
The Domestic Fund owns 91,525 shares of Common Stock.
The QP Fund owns no shares of Common Stock.
The Crossways Fund owns 17,000 shares of Common Stock.
The Spectrum Offshore Fund owns 566,274 shares of Common Stock.
The Spectrum Offshore Fund II owns no shares of Common Stock.
The Select Offshore Fund beneficially owns 200,727 shares of Common
Stock.
The Select Master Fund owns 200,727 shares of Common Stock.
Coast owns no shares of Common Stock.
Partners Group owns 274,869 shares of Common Stock.
Management LLC is deemed to beneficially own the shares of Common
Stock beneficially owned by the Domestic Fund and Crossways Fund.
Offshore Management LLC is deemed to beneficially own the shares of
Common Stock beneficially owned by the Spectrum Offshore Fund, Select
Offshore Fund and the Select Master Fund.
Advisors LLC is deemed to beneficially own the shares of Common Stock
beneficially owned by the accounts it manages, which includes the
shares of Common Stock held by Partners Group.
Douglas Troob and Peter Troob are deemed to beneficially own the
shares of Common Stock beneficially owned by Management LLC, Offshore
Management LLC and Advisors LLC.
Collectively, the Reporting Persons beneficially own 1,150,395 shares
of Common Stock.
(b) Percent of Class:
The Domestic Fund's ownership of 91,525 shares of Common Stock
represents 0.7% of all the outstanding shares of Common Stock.
The Crossways Fund's ownership of 17,000 shares of Common Stock
represents 0.1% of all the outstanding shares of Common Stock.
The Spectrum Offshore Fund's ownership of 566,274 shares of Common
Stock represents 4.5% of all the outstanding shares of Common Stock.
The Select Offshore Fund's beneficial ownership (through the Select
Master Fund) of 200,727 shares of Common Stock represents 1.6% of all
outstanding shares of Common Stock.
The Select Master Fund's ownership of 200,727 shares of Common Stock
represents 1.6% of all the outstanding shares of Common Stock.
Partners Group's ownership of 274,869 shares of Common Stock
represents 2.2% of all the outstanding shares of Common Stock.
Management LLC's beneficial ownership of 108,525 shares of Common
Stock represents 0.9% of all the outstanding shares of Common Stock.
Offshore Management LLC's beneficial ownership of 767,001 shares of
Common Stock represents 6.1% of all the outstanding shares of Common
Stock.
Advisors LLC's beneficial ownership of 274,869 shares of Common Stock
represents 2.2% of all the outstanding shares of Common Stock.
Each of Douglas Troob's and Peter Troob's beneficial ownership of
1,150,395 shares of Common Stock represents 9.1% of the outstanding
shares of Common Stock.
Collectively, the Reporting Persons' beneficial ownership of 1,150,395
shares of Common Stock represents 9.1% of the outstanding shares of
Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Not applicable.
(ii) Shared power to vote or to direct the vote of shares of Common
Stock:
The Domestic Fund, Management LLC, Douglas Troob and
Peter Troob have the shared power to vote or direct
the vote of 91,525 shares of Common Stock owned by
the Domestic Fund.
The Crossways Fund, Management LLC, Douglas Troob and
Peter Troob have the shared power to vote or direct
the vote of 17,000 shares of Common Stock owned by
the Crossways Fund.
The Spectrum Offshore Fund, Offshore Management LLC,
Douglas Troob and Peter Troob have the shared power
to vote or direct the vote of 566,274 shares of
Common Stock beneficially owned by the Spectrum
Offshore Fund.
The Select Master Fund, Select Offshore Fund,
Offshore Management LLC, Douglas Troob and Peter
Troob have the shared power to vote or direct the
vote of 200,727 shares of Common Stock owned by the
Select Master Fund.
Partners Group, Advisors LLC, Douglas Troob and Peter
Troob have the shared power to vote or direct the
vote of the 274,869 shares of Common Stock held in an
account for the Partners Group.
(iii) Sole power to dispose or to direct the disposition of shares of
Common Stock:
Not applicable.
(iv) Shared power to dispose or to direct the disposition of shares
of Common Stock:
The Domestic Fund, Management LLC, Douglas Troob and
Peter Troob have the shared power to dispose or to
direct the disposition of the 91,525 shares of Common
Stock owned by the Domestic Fund.
The Crossways Fund, Management LLC, Douglas Troob and
Peter Troob have the shared power to dispose or to
direct the disposition of the 17,000 shares of Common
Stock owned by the Crossways Fund.
The Spectrum Offshore Fund, Offshore Management LLC,
Douglas Troob and Peter Troob have the shared power
to dispose or to direct the disposition of the
566,274 shares of Common Stock owned by the Spectrum
Offshore Fund.
The Select Master Fund, Select Offshore Fund,
Offshore Management LLC, Douglas Troob and Peter
Troob have the shared power to dispose or to direct
the disposition of the 200,727 shares of Common Stock
owned by the Master Fund.
Partners Group, Advisors LLC, Douglas Troob and Peter
Troob have the shared power to dispose or to direct
the disposition of the 274,869 shares of Common Stock
held in an account for Partners Group.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Exhibit B attached hereto.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
The QP Fund, Spectrum Offshore Fund II and Coast no longer own shares of
Common Stock, and therefore are no longer members of the group of Reporting
Persons.
ITEM 10. CERTIFICATION.
By signing below the undersigned certifies that, to the best of its or his
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Dated: February 13, 2007
TCM SPECTRUM FUND LP
By: Troob Capital Management LLC
As General Partner
By: /s/ Peter Troob
--------------------------------
Peter Troob, Managing Member
TCM SPECTRUM FUND (QP) LP
By: Troob Capital Management LLC
As General Partner
By: /s/ Peter Troob
--------------------------------
Peter Troob, Managing Member
TCM CROSSWAYS FUND LP
By: Troob Capital Management LLC
As General Partner
By: /s/ Peter Troob
--------------------------------
Peter Troob, Managing Member
TCM SPECTRUM FUND (OFFSHORE) LTD.
By: /s/ Peter Troob
-------------------------
Peter Troob, Director
TCM SELECT OPPORTUNITIES FUND (OFFSHORE) LTD.
By: /s/ Peter Troob
-------------------------
Peter Troob, Director
TCM SELECT OPPORTUNITIES FUND (OFFSHORE) II LTD.
By: /s/ Peter Troob
-------------------------
Peter Troob, Director
TCM SELECT OPPORTUNITIES MASTER FUND LTD.
By: /s/ Peter Troob
-------------------------
Peter Troob, Director
THE COAST FUND L.P.
By: Coast Offshore Management (Cayman), Ltd.,
Its Managing General Partner
By: /s/ Troy Spencer
-------------------------
Troy Spencer, Chief Administrative
Officer
TROOB CAPITAL MANAGEMENT LLC
By: /s/ Peter Troob
--------------------------------
Peter Troob, Managing Member
TROOB CAPITAL MANAGEMENT (OFFSHORE) LLC
By: /s/ Peter Troob
--------------------------------
Peter Troob, Managing Member
TROOB CAPITAL ADVISORS LLC
By: /s/ Peter Troob
--------------------------------
Peter Troob, Managing Member
/s/ Douglas M. Troob
--------------------
Douglas M. Troob
/s/ Peter J. Troob
-----------------
Peter J. Troob
PARTNERS GROUP ALTERNATIVE STRATEGIES PCC LIMITED
By: Troob Capital Advisors LLC,
As Trading Advisor
By: /s/ Peter Troob
--------------------------------
Peter Troob, Managing Member
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Constar International Inc. dated as of February
13, 2007 is, and any further amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of the undersigned pursuant to and
in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
Dated: February 13, 2007
TCM SPECTRUM FUND LP
By: Troob Capital Management LLC
As General Partner
By: /s/ Peter Troob
--------------------------------
Peter Troob, Managing Member
TCM SPECTRUM FUND (QP) LP
By: Troob Capital Management LLC
As General Partner
By: /s/ Peter Troob
--------------------------------
Peter Troob, Managing Member
TCM CROSSWAYS FUND LP
By: Troob Capital 13Management LLC
As General Partner
By: /s/ Peter Troob
--------------------------------
Peter Troob, Managing Member
TCM SPECTRUM FUND (OFFSHORE) LTD.
By: /s/ Peter Troob
-------------------------
Peter Troob, Director
TCM SELECT OPPORTUNITIES FUND (OFFSHORE) LTD.
By: /s/ Peter Troob
-------------------------
Peter Troob, Director
TCM SELECT OPPORTUNITIES FUND (OFFSHORE) II LTD.
By: /s/ Peter Troob
-------------------------
Peter Troob, Director
TCM SELECT OPPORTUNITIES MASTER FUND LTD.
By: /s/ Peter Troob
-------------------------
Peter Troob, Director
THE COAST FUND L.P.
By: Coast Offshore Management (Cayman), Ltd.,
Its Managing General Partner
By: /s/ Troy Spencer
-------------------------
Troy Spencer, Chief Administrative
Officer
TROOB CAPITAL MANAGEMENT LLC
By: /s/ Peter Troob
--------------------------------
Peter Troob, Managing Member
TROOB CAPITAL MANAGEMENT (OFFSHORE) LLC
By: /s/ Peter Troob
--------------------------------
Peter Troob, Managing Member
TROOB CAPITAL ADVISORS LLC
By: /s/ Peter Troob
--------------------------------
Peter Troob, Managing Member
/s/ Douglas M. Troob
--------------------
Douglas M. Troob
/s/ Peter J. Troob
-----------------
Peter J. Troob
PARTNERS GROUP ALTERNATIVE STRATEGIES PCC LIMITED
By: Troob Capital Advisors LLC,
As Trading Advisor
By: /s/ Peter Troob
--------------------------------
Peter Troob, Managing Member
EXHIBIT B
IDENTIFICATION OF MEMBERS OF THE GROUP
TCM Spectrum Fund LP
TCM Crossways Fund LP
TCM Spectrum Fund (Offshore) Ltd.
TCM Select Opportunities Fund (Offshore) Ltd.
TCM Select Opportunities Master Fund Ltd.
Partners Group Alternative Strategies PCC Limited
Troob Capital Management LLC
Troob Capital Management (Offshore) LLC
Troob Capital Advisors LLC
Douglas M. Troob
Peter J. Troob