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CUSIP No. 095306106

13D

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CUSIP No. 095306106

13D

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CUSIP No. 095306106

13D

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CUSIP No. 095306106

13D

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CUSIP No. 095306106

13D

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CUSIP No. 095306106

13D

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CUSIP No. 095306106

13D

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EXPLANATORY NOTE

Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, this Schedule 13D/A (this “Amendment No. 2”) amends the Schedule 13D/A filed on June 20, 2016 ( “Amendment No.1”), which amended the Schedule 13D filed on June 10, 2016 (the “Original Schedule 13D” and, together with Amendment No. 1 and this Amendment No. 2, the “Schedule 13D”). This Amendment No. 2 relates to the common stock, par value $0.0001 per share, of Blue Bird Corporation, a Delaware corporation (the “Company” or the “Issuer”).

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of Schedule 13D is hereby supplemented to incorporate by reference Item 4 of this Amendment No. 2.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented to include the following:

On September 19, 2016, American Securities LLC (“American Securities”) submitted a letter (the “Letter”) to the special committee of the board of directors of the Company (the “Special Committee”) to formally withdraw the non-binding indication of interest letter submitted to the Special Committee on July 20, 2016 for the acquisition by ASP BB Holdings LLC (“Holdings”) of all of the outstanding fully-diluted equity of the Company not currently owned by Holdings and its affiliates. A copy of the Letter is attached hereto as Exhibit 99.1, and the information in that Letter is incorporated by reference herein.

Item 4 of the Schedule 13D is hereby further supplemented by amending and restating the final paragraph of Item 4 as follows:

The Reporting Persons acquired the Transaction Shares pursuant to the Initial Closing and the Second Closing. As indicated in the Letter, the Reporting Persons may, from time to time, consider acquisitions (in addition to the 12,000,000 Transaction Shares already acquired) of additional shares of Common Stock, or other securities of Blue Bird, or instruments convertible into or exercisable for any such securities (collectively, “Company Securities”), or sales of Company Securities. The Reporting Persons will consider effecting such acquisitions or dispositions in market or private transactions or through derivatives subject to market conditions and legal and regulatory requirements. The Reporting Persons make no commitment in terms of completing any acquisitions or dispositions or the timing of any such transactions, which will depend on market conditions including the price of Company Securities, and on such other factors considered relevant to the Reporting Persons. Except as described in this Statement, the Reporting Persons currently have no plans or proposals which relate to or would result in any of the actions enumerated in paragraphs (a) through (j) of item 4 of the form of Schedule 13D promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, each of the Reporting Persons reserves the right to change its plans at any time, as it deems appropriate, in light of its ongoing evaluation of (a) its business and liquidity objectives, (b) Blue Bird’s financial condition, business, operations, competitive position, prospects and/or share price, (c) industry, economic and/or securities markets conditions, (d) alternative investment opportunities, and (e) other relevant factors. Without limiting the generality of the preceding sentence, subject to complying with the terms of the Letter Agreement, each of the Reporting Persons reserves the right (in each case, subject to any applicable restrictions under law) to at any time or from time to time (i) purchase or otherwise acquire Company Securities, in the open market, in privately negotiated transactions, in transactions negotiated with Blue Bird or otherwise, (ii) sell, transfer or otherwise dispose of Company Securities in public or private transactions, (iii) cause Company Securities to be distributed in kind to its investors, (iv) acquire or write options contracts, or enter into derivatives or hedging transactions, relating to Company Securities and/or (v) enter into agreements with a broker intended to comply with the requirements of Rule 10b5-1(c)(1)(i) under the Exchange Act.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby supplemented by amending and restating the second sentence of the first paragraph as follows:

 

As of September 19, 2016, Holdings was the direct record owner of, and had the power to vote and to dispose or direct the disposition of, 12,000,000 shares of Common Stock, representing 53.73% of the issued and outstanding shares of Common Stock based on 22,334,378 shares of Common Stock outstanding as of August 15, 2016, as reported in Blue Bird’s Quarterly Report on Form 10-Q filed with the SEC on August 16, 2016.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information provided or incorporated by reference in Item 4 is hereby incorporated by reference herein.

 

Item 7.

Material to be Filed as Exhibits.

 

* Previously Filed

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Pursuant to Rule 13d-1(k)(1), each of the undersigned agrees that this statement is filed on behalf of each of us.

	ASP BB HOLDINGS LLC
	By:	/s/ Eric L. Schondorf
	Name:	Eric L. Schondorf
	Title:	Vice President and Secretary
	Date:	September 19, 2016
	ASP BB INVESTCO LP
	By: ASP Manager Corp., its general partner
	By:	/s/ Eric L. Schondorf
	Name:	Eric L. Schondorf
	Title:	Vice President and Secretary
	Date:	September 19, 2016
	AMERICAN SECURITIES PARTNERS VII, L.P.
	By: American Securities Associates VII, LLC, its general partner
	By:	/s/ Michael G. Fisch
	Name:	Michael G. Fisch
	Title:	Managing Member
	Date:	September 19, 2016
	AMERICAN SECURITIES PARTNERS VII(B), L.P.
	By: American Securities Associates VII, LLC, its general partner
	By:	/s/ Michael G. Fisch
	Name:	Michael G. Fisch
	Title:	Managing Member
	Date:	September 19, 2016

	AMERICAN SECURITIES PARTNERS VII(C), L.P.
	By: American Securities Associates VII, LLC, its general partner
	By:	/s/ Michael G. Fisch
	Name:	Michael G. Fisch
	Title:	Managing Member
	Date:	September 19, 2016
	AMERICAN SECURITIES ASSOCIATES VII, LLC
	By:	/s/ Michael G. Fisch
	Name:	Michael G. Fisch
	Title:	Managing Member
	Date:	September 19, 2016
	AMERICAN SECURITIES LLC
	By:	/s/ Michael G. Fisch
	Name:	Michael G. Fisch
	Title:	President and Chief Executive Officer
	Date:	September 19, 2016