|
* 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.
|
CUSIP No.
98416J118
|
Page 2 of 13
Pages
|
1
|
NAME
OF REPORTING PERSONS
AS
INVESTORS, LLC (See Item 2)
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
x
(b)
o
|
||||
3
|
SEC
USE ONLY
|
||||
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
||||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o | |||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
(See Item 5)
|
|||
8
|
SHARED
VOTING POWER
2,050,464
(See Item 5)
|
||||
9
|
SOLE
DISPOSITIVE POWER
0
(See Item 5)
|
||||
10
|
SHARED
DISPOSITIVE POWER
2,050,464
(See Item 5)
|
||||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,050,464
(See Item 5)
|
||||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o | |||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
(See Item 5)
|
||||
14
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No.
98416J118
|
Page 3 of 13
Pages
|
1
|
NAME
OF REPORTING PERSONS
AMERICAN
SECURITIES PARTNERS V, L.P. (See Item 2)
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
x
(b)
o
|
||||
3
|
SEC
USE ONLY
|
||||
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
||||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o | |||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
(See Item 5)
|
|||
8
|
SHARED
VOTING POWER
2,050,464
(See Item 5)
|
||||
9
|
SOLE
DISPOSITIVE POWER
0
(See Item 5)
|
||||
10
|
SHARED
DISPOSITIVE POWER
2,050,464
(See Item 5)
|
||||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,050,464
(See Item 5)
|
||||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o | |||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
(See Item 5)
|
||||
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No.
98416J118
|
Page 4 of 13
Pages
|
1
|
NAME
OF REPORTING PERSONS
AMERICAN
SECURITIES PARTNERS V(B), L.P. (See Item 2)
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
x
(b)
o
|
||||
3
|
SEC
USE ONLY
|
||||
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
||||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o | |||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
(See Item 5)
|
|||
8
|
SHARED
VOTING POWER
2,050,464
(See Item 5)
|
||||
9
|
SOLE
DISPOSITIVE POWER
0
(See Item 5)
|
||||
10
|
SHARED
DISPOSITIVE POWER
2,050,464
(See Item 5)
|
||||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,050,464
(See Item 5)
|
||||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o | |||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
(See Item 5)
|
||||
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No.
98416J118
|
Page 5 of 13
Pages
|
1
|
NAME
OF REPORTING PERSONS
AMERICAN
SECURITIES PARTNERS V(C), L.P. (See Item 2)
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
x
(b)
o
|
||||
3
|
SEC
USE ONLY
|
||||
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
||||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o | |||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
(See Item 5)
|
|||
8
|
SHARED
VOTING POWER
2,050,464
(See Item 5)
|
||||
9
|
SOLE
DISPOSITIVE POWER
0
(See Item 5)
|
||||
10
|
SHARED
DISPOSITIVE POWER
2,050,464
(See Item 5)
|
||||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,050,464
(See Item 5)
|
||||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o | |||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
(See Item 5)
|
||||
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No.
98416J118
|
Page 6 of 13
Pages
|
1
|
NAME
OF REPORTING PERSONS
AMERICAN
SECURITIES ASSOCIATES V, LLC (See Item 2)
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
x
(b)
o
|
||||
3
|
SEC
USE ONLY
|
||||
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
||||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o | |||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
(See Item 5)
|
|||
8
|
SHARED
VOTING POWER
2,050,464
(See Item 5)
|
||||
9
|
SOLE
DISPOSITIVE POWER
0
(See Item 5)
|
||||
10
|
SHARED
DISPOSITIVE POWER
2,050,464 (See
Item 5)
|
||||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,050,464
(See Item 5)
|
||||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o | |||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
(See Item 5)
|
||||
14
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No.
98416J118
|
Page 7
of 13 Pages
|
1
|
NAME
OF REPORTING PERSONS
AMERICAN
SECURITIES LLC (See Item 2)
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
x
(b)
o
|
||||
3
|
SEC
USE ONLY
|
||||
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
||||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o | |||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
(See Item 5)
|
|||
8
|
SHARED
VOTING POWER
2,050,464 (See
Item 5)
|
||||
9
|
SOLE
DISPOSITIVE POWER
0
(See Item 5)
|
||||
10
|
SHARED
DISPOSITIVE POWER
2,050,464
(See Item 5)
|
||||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,050,464
(See Item 5)
|
||||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o | |||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
(See Item 5)
|
||||
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IA
|
|
(a) with
100% of the net cash proceeds received by Xerium from any sale of any
assets exceeding $250,000 outside the ordinary course of business (subject
to certain exceptions regarding discontinued manufacturing facilities and
exempting the first $3,000,000 if invested in other
assets);
|
|
(b)
with 100% of insurance and condemnation award payments, subject to certain
exemptions;
|
|
(c)
with cash proceeds from debt issuances, other than certain exemptions;
and
|
|
(d) with
50% of Xerium’s excess cash after the end of each fiscal year; that is,
Adjusted EBITDA plus a working capital adjustment, minus consolidated
interest expense, cash income tax expense, consolidated capital
expenditures (subject to certain exceptions), consolidated restructuring
costs, cash payments of withholding taxes from proceeds of the repurchase,
redemption or retention of common stock and the aggregate amount of
scheduled and voluntary payments made during the past fiscal
year.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
1.
|
Joint
Filing Agreement, dated June 3, 2010, by and among AS Investors, LLC,
American Securities Partners V, L.P., American Securities Partners V(B),
L.P., American Securities Partners V(C), L.P., American Securities
Associates V, LLC and American Securities LLC.*
|
2.
|
Director
Nomination Agreement, dated May 25, 2010, by and among Xerium
Technologies, Inc. and AS Investors, LLC (incorporated by reference to
Exhibit 10.5 to Xerium’s Current Report on Form 8-K under the Securities
Exchange Act of 1934 filed on May 28, 2010).
|
3.
|
Registration
Rights Agreement, dated May 25, 2010, by and among Xerium Technologies,
Inc., Apax WW Nominees Ltd, Apax-Xerium Apia L.P., AS Investors, LLC, Carl
Marks Strategic Investments, L.P. and Carl Marks Strategic Opportunities
Fund, L.P. (incorporated by reference to Exhibit 10.4 to Xerium’s Current
Report on Form 8-K under the Securities Exchange Act of 1934 filed on May
28, 2010).
|
AS
INVESTORS, LLC
|
|
By: /s/
Marc Saiontz
|
|
Name: Marc
Saiontz
|
|
Title: Vice
President
|
|
Date: June
3, 2010
|
|
AMERICAN
SECURITIES PARTNERS V, L.P.
By: American
Securities Associates V, LLC, its general partner
|
|
By: /s/
Michael G. Fisch
|
|
Name: Michael
G. Fisch
|
|
Title: Managing
Member
|
|
Date: June
3, 2010
|
|
AMERICAN
SECURITIES PARTNERS V(B), L.P.
By: American
Securities Associates V, LLC, its general partner
|
|
By: /s/
Michael G. Fisch
|
|
Name: Michael
G. Fisch
|
|
Title: Managing
Member
|
|
Date: June
3, 2010
|
|
AMERICAN
SECURITIES PARTNERS V(C), L.P.
By: American
Securities Associates V, LLC, its general partner
|
|
By: /s/
Michael G. Fisch
|
|
Name: Michael
G. Fisch
|
|
Title: Managing
Member
|
|
Date: June
3, 2010
|
|
AMERICAN
SECURITIES ASSOCIATES V, LLC
|
|
By: /s/
Michael G. Fisch
|
|
Name: Michael
G. Fisch
|
|
Title: Managing
Member
|
|
Date: June
3, 2010
|
|
AMERICAN
SECURITIES LLC
|
|
By: /s/
Michael G. Fisch
|
|
Name: Michael
G. Fisch
|
|
Title: President
and Chief Executive Officer
|
|
Date: June
3, 2010
|
Name
|
Business
Address
|
Present
Principal Occupation or Employment and
Name
and Principal Address of Corporation in which Employment is
Conducted
|
Michael
G. Fisch
|
c/o
American Securities LLC
666
Third Avenue
New
York, NY 10017
|
President
American
Securities LLC
666
Third Avenue
New
York, NY 10017
|
David
L. Horing
|
c/o
American Securities LLC
666
Third Avenue
New
York, NY 10017
|
Managing
Director
American
Securities LLC
666
Third Avenue
New
York, NY 10017
|
Marc
Saiontz
|
c/o
American Securities LLC
666
Third Avenue
New
York, NY 10017
|
Managing
Director
American
Securities LLC
666
Third Avenue
New
York, NY 10017
|
Name
|
Business
Address
|
Present
Principal Occupation or Employment and
Name
and Principal Address of Corporation in which Employment is
Conducted
|
Michael
G. Fisch
President
|
c/o
American Securities LLC
666
Third Avenue
New
York, NY 10017
|
President
American
Securities LLC
666
Third Avenue
New
York, NY 10017
|
David
L. Horing
Vice
President and Treasurer
|
c/o
American Securities LLC
666
Third Avenue
New
York, NY 10017
|
Managing
Director
American
Securities LLC
666
Third Avenue
New
York, NY 10017
|
Marc
Saiontz
Vice
President and Secretary
|
c/o
American Securities LLC
666
Third Avenue
New
York, NY 10017
|
Managing
Director
American
Securities LLC
666
Third Avenue
New
York, NY 10017
|
Name
|
Business
Address
|
Present
Principal Occupation or Employment and
Name
and Principal Address of Corporation in which Employment is
Conducted
|
Charles
D. Klein
Managing
Member
|
c/o
American Securities LLC
666
Third Avenue
New
York, NY 10017
|
Managing
Director
American
Securities LLC
666
Third Avenue
New
York, NY 10017
|
Michael
G. Fisch
Managing
Member
|
c/o
American Securities LLC
666
Third Avenue
New
York, NY 10017
|
President
American
Securities LLC
666
Third Avenue
New
York, NY 10017
|
David
L. Horing
Managing
Member
|
c/o
American Securities LLC
666
Third Avenue
New
York, NY 10017
|
Managing
Director
American
Securities LLC
666
Third Avenue
New
York, NY 10017
|