UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Sterling Chemicals, Inc.
(NAME OF ISSUER)
Common Stock
(TITLE OF CLASS OF SECURITIES)
859166100
(CUSIP NUMBER)
November 14, 2007
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
{square} Rule 13d-1(b)
* Rule 13d-1(c)
{square} 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 the
disclosures provided in a prior cover page.
The information required in 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).
CUSIP NO. 859166100
13G
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Avenue Capital Management II, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) { }
(b) {checked-box}
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
None.
6. SHARED VOTING POWER
432,070
7. SOLE DISPOSITIVE POWER
None.
8. SHARED DISPOSITIVE POWER
432,070
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
432,070
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
{square}
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.1%
14. TYPE OF REPORTING PERSON
IA
CUSIP NO. 859166100
13G
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Avenue Capital Management II GenPar, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) { }
(b) {checked-box}
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
None.
6. SHARED VOTING POWER
432,070
7. SOLE DISPOSITIVE POWER
None.
8. SHARED DISPOSITIVE POWER
432,070
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
432,070
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
{square}
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.1%
14. TYPE OF REPORTING PERSON
OO
CUSIP NO. 859166100
13G
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Marc Lasry
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) { }
(b) {checked-box}
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
None.
6. SHARED VOTING POWER
432,070
7. SOLE DISPOSITIVE POWER
None.
8. SHARED DISPOSITIVE POWER
432,070
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
432,070
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
{square}
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.1%
14. TYPE OF REPORTING PERSON
IN
CUSIP NO. 859166100
13G
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Avenue Special Situations Fund V, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) { }
(b) {checked-box}
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
None.
6. SHARED VOTING POWER
190,689
7. SOLE DISPOSITIVE POWER
None.
8. SHARED DISPOSITIVE POWER
190,689
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
190,689
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
{square}
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
14. TYPE OF REPORTING PERSON
PN
CUSIP NO. 859166100
13G
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Avenue Capital Partners V, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) { }
(b) {checked-box}
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
None.
6. SHARED VOTING POWER
190,689
7. SOLE DISPOSITIVE POWER
None.
8. SHARED DISPOSITIVE POWER
190,689
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
190,689
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
{square}
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
14. TYPE OF REPORTING PERSON
OO
CUSIP NO. 859166100
13G
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
GL Partners V, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) { }
(b) {checked-box}
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
None.
6. SHARED VOTING POWER
190,689
7. SOLE DISPOSITIVE POWER
None.
8. SHARED DISPOSITIVE POWER
190,689
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
190,689
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
{square}
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
14. TYPE OF REPORTING PERSON
OO
ITEM 1.
(A) NAME OF ISSUER: Sterling Chemicals, Inc.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
333 Clay Street, Suite 3600
Houston, Texas 77002-4109
ITEM 2.
(A) NAMES OF PERSONS FILING: See Cover Pages, Item 1.
(B) ADDRESS OR PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
c/o Avenue Capital Management II, L.P.
535 Madison Avenue, 15th Floor
New York, NY 10022
(C) CITIZENSHIP: See Cover Pages, Item 4.
(D) TITLE OF CLASS OF SECURITIES: Common Stock (including securities which
represent a right to acquire Common Stock pursuant to Rule 13d-3(d)(1), if
any)
(E) CUSIP NO.: 859166100
ITEM 3. STATEMENT FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B) OR (C):
Not applicable.
ITEM 4. OWNERSHIP
See Cover Pages, Items 5 through 11.
The approximate percentages of shares of Common Stock reported as
beneficially owned by the Reporting Persons (as defined below) are based
upon 2,828,460 shares of Common Stock outstanding, as reported by the
Issuer in its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2007.
Collectively, the securities reported in this Schedule 13G are held by
Avenue Investments, L.P., a Delaware limited partnership, Avenue Special
Situations Fund V, L.P., a Delaware limited partnership, Avenue Special
Situations Fund IV, L.P., a Delaware limited partnership, Avenue Special
Situations Fund II, L.P., a Delaware limited partnership, Avenue-CDP
Global Opportunities Fund, L.P. a Cayman Islands exempted limited
partnership, and Avenue International Master, L.P., a Cayman Islands
exempted limited partnership (collectively, the "Avenue Entities").
Avenue Special Situations Fund V, L.P. is the only one of the Avenue
Entities that holds more than 5% of the Common Stock. Avenue Capital
Partners V, LLC is the General Partner of Avenue Special Situations Fund
V, L.P. GL Partners V, LLC is the Managing Member of Avenue Capital
Partners V, LLC and Marc Lasry is the Managing Member of GL Partners V,
LLC. Avenue Capital Management II, L.P. is an investment adviser to each
of the Avenue Entities. Avenue Capital Management II GenPar, LLC is the
General Partner of Avenue Capital Management II, L.P. and Marc Lasry is
the Managing Member of Avenue Capital Management II GenPar, LLC. Avenue
Capital Management II, L.P., Avenue Capital Management II GenPar, LLC,
Avenue Special Situations Fund V, L.P. and Marc Lasry are collectively
referred to as the "Reporting Persons" in this Schedule 13G.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
The Avenue Entities have the right to receive dividends in connection with
their ownership of, and the proceeds of the sale of, the subject
securities of Issuer as owned by such entities. None of the Avenue
Entities beneficially owns more than five percent (5%) of the class except
Avenue Special Situations Fund V, L.P.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
By signing below, each of the undersigned certifies that, to the best of
his or its individual knowledge and belief, the securities referred to
above (i) were acquired, and are held, in the ordinary course of business,
(ii) were not acquired, and are not held, for the purpose, or with the
effect, of changing or influencing the control of the issuer of the
securities, and (iii) were not acquired, and are not held, by the
undersigned in connection with, or as a participant in, any transaction
having the purpose or effect provided in the preceding subsection (ii).
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, each of the undersigned certifies that the information set forth in
this statement with respect to such entity or individual is true, complete and
correct.
Dated: November 26, 2007
AVENUE CAPITAL MANAGEMENT II, L.P.
By: Avenue Capital Management II
GenPar,
LLC, its General Partner
/s/ Marc Lasry
By: Marc Lasry
Its: Managing Member
AVENUE CAPITAL MANAGEMENT II GENPAR,
LLC
/s/ Marc Lasry
By: Marc Lasry
Its: Managing Member
s/ Marc Lasry
Name: Marc Lasry
Capacity: Individually
AVENUE SPECIAL SITUATIONS FUND V,
L.P.
By: Avenue Capital Partners V, LLC,
its General Partner
By: GL Partners V, LLC,
its Managing Member
/s/Marc Lasry
By: Marc Lasry
Its: Managing Member
AVENUE CAPITAL PARTNERS V, LLC
By: GL Partners V, LLC,
its Managing Member
/s/Marc Lasry
By: Marc Lasry
Its: Managing Member
GL PARTNERS V, LLC
/s/Marc Lasry
By: Marc Lasry
Its: Managing Member
INDEX TO EXHIBITS
EXHIBIT A Agreement of Reporting Persons
EXHIBIT A
AGREEMENT OF REPORTING PERSONS
Each of the undersigned hereby agrees that Amendment No. 1 to the Schedule
13G filed on the date hereof with respect to the shares of Common Stock of
Sterling Chemicals has been filed on behalf of the undersigned.
Dated:November 26, 2007
AVENUE CAPITAL MANAGEMENT II, L.P.
By: Avenue Capital Management II
GenPar,
LLC, its General Partner
/s/ Marc Lasry
By: Marc Lasry
Its: Managing Member
AVENUE CAPITAL MANAGEMENT II GENPAR,
LLC
/s/ Marc Lasry
By: Marc Lasry
Its: Managing Member
s/ Marc Lasry
Name: Marc Lasry
Capacity: Individually
AVENUE SPECIAL SITUATIONS FUND V,
L.P.
By: Avenue Capital Partners V, LLC,
its General Partner
By: GL Partners V, LLC,
its Managing Member
/s/Marc Lasry
By: Marc Lasry
Its: Managing Member
AVENUE CAPITAL PARTNERS V, LLC
By: GL Partners V, LLC,
its Managing Member
/s/Marc Lasry
By: Marc Lasry
Its: Managing Member
GL PARTNERS V, LLC
/s/Marc Lasry
By: Marc Lasry
Its: Managing Member