SECURITIES AND EXCHANGE COMMISSION	 	
 	Washington, D.C. 20549	 	
 	 	 	
SCHEDULE 13D
(Rule 13d-101)
 
Amendment No. 2
Under the Securities Exchange Act of 1934

OCI Resources LP
(Name of Issuer)
 
Common Units Representing Limited Partner Interests
(Title of Class of Securities)
 
67081B 106
(CUSIP Number)
 
Kirk H. Milling
Five Concourse Parkway
Suite 2500
Atlanta, Georgia 30328
Telephone: (770) 375-2300
 
with a copy to:
 
David K. Cho
Dechert
27th Floor, Henley Building
5 Queen’s Road Central
Central, Hong Kong
Telephone: +852-3518-4700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
June 23, 2015
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
 
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 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).

 

CUSIP No.   67081B 106	
 	
 	1	Name of Reporting Person
 OCI Wyoming Holding Co.	
 	
 	2	Check the Appropriate Box if a Member of a Group	
 	 	(a)	  o	
 	 	(b)	  o	
 	
 	3	SEC Use Only	
 	
 	4	Source of Funds*
 OO (please see Item 3 of Amendment No. 1 to Schedule 13D filed by the Reporting Persons on February 14, 2014)	
 	
 	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*
 4,775,500 common units	
	 	
	8	Shared Voting Power 
0	
	 	
	9	Sole Dispositive Power* 
4,775,500 common units	
	 	
	10	Shared Dispositive Power 
0	
 	
 	11	Aggregate Amount Beneficially Owned by Each Reporting Person* 
4,775,500 common units	
 	
 	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o	
 	
 	13	Percent of Class Represented by Amount in Row 11 
Approximately 48.63%**	
 	
 	14	Type of Reporting Person 
CO	

* OCI Wyoming Holding Co. is the record owner of 4,775,500 common units and 9,775,500 subordinated units representing limited partner interests in OCI Resources LP (the “ Issuer ”). 4,025,500 common units of the Issuer were issued to OCI Wyoming Holding Co. on September 18, 2013, the closing date of the Issuer’s initial public offering, and an additional 750,000 common units of the Issuer were issued to OCI Wyoming Holding Co. on October 14, 2013, upon the expiration of the underwriters’ 30-day option to purchase additional common units after the underwriters chose not to exercise such option. Each subordinated unit will convert into one common unit at the expiration of the subordination period as set forth in the First Amended and Restated Agreement of Limited Partnership of the Issuer, which is incorporated herein by reference to Exhibit 3.1 to the Issuer’s current report on Form 8-K filed on September 18, 2013.
** Calculation of percentage is based on a total of 9,820,438 common units outstanding on May 1, 2015.
 
2 

 

CUSIP No.   67081B 106	
 	
 	1	Name of Reporting Person
 OCI Chemical Corporation	
 	
 	2	Check the Appropriate Box if a Member of a Group	
 	 	(a)	  o	
 	 	(b)	  o	
 	
 	3	SEC Use Only	
 	
 	4	Source of Funds
 OO (please see Item 3 of Amendment No. 1 to Schedule 13D filed by the Reporting Persons on February 14, 2014)	
 	
 	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*
 4,775,500 common units	
	 	
	8	Shared Voting Power 
0	
	 	
	9	Sole Dispositive Power* 
4,775,500 common units	
	 	
	10	Shared Dispositive Power 
0	
 	
 	11	Aggregate Amount Beneficially Owned by Each Reporting Person* 
4,775,500 common units	
 	
 	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o	
 	
 	13	Percent of Class Represented by Amount in Row 11 
Approximately 48.63%**	
 	
 	14	Type of Reporting Person 
CO	

*  OCI Chemical Corporation may be deemed to beneficially own the 4,775,500 common units and 9,775,500 subordinated units representing limited partner interests in the Issuer currently held by OCI Wyoming Holding Co. 4,025,500 common units of the Issuer were issued to OCI Wyoming Holding Co. on September 18, 2013, the closing date of the Issuer’s initial public offering, and an additional 750,000 common units of the Issuer were issued to OCI Wyoming Holding Co. on October 14, 2013,  upon the expiration of the underwriters’ 30-day option to purchase additional common units after the underwriters chose not to exercise such option. Each subordinated unit will convert into one common unit at the expiration of the subordination period as set forth in the First Amended and Restated Agreement of Limited Partnership of the Issuer, which is incorporated herein by reference to Exhibit 3.1 to the Issuer’s current report on Form 8-K filed on September 18, 2013.
** Calculation of percentage is based on a total of 9,820,438 common units outstanding on May 1, 2015.
 
3 

 

CUSIP No.   67081B 106	
 	
 	1	Name of Reporting Person
 OCI Enterprises Inc.	
 	
 	2	Check the Appropriate Box if a Member of a Group	
 	 	(a)	  o	
 	 	(b)	  o	
 	
 	3	SEC Use Only	
 	
 	4	Source of Funds
 OO (please see Item 3 of Amendment No. 1 to Schedule 13D filed by the Reporting Persons on February 14, 2014)	
 	
 	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*
 4,775,500 common units	
	 	
	8	Shared Voting Power 
0	
	 	
	9	Sole Dispositive Power* 
4,775,500 common units	
	 	
	10	Shared Dispositive Power 
0	
 	
 	11	Aggregate Amount Beneficially Owned by Each Reporting Person* 
4,775,500 common units	
 	
 	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o	
 	
 	13	Percent of Class Represented by Amount in Row 11 
Approximately 48.63%**	
 	
 	14	Type of Reporting Person 
CO	

* OCI Enterprises Inc. may be deemed to beneficially own the 4,775,500 common units and 9,775,500 subordinated units representing limited partner interests in the Issuer currently held by OCI Wyoming Holding Co. 4,025,500 common units of the Issuer were issued to OCI Wyoming Holding Co. on September 18, 2013, the closing date of the Issuer’s initial public offering, and an additional 750,000 common units of the Issuer were issued to OCI Wyoming Holding Co. on October 14, 2013, upon the expiration of the underwriters’ 30-day option to purchase additional common units after the underwriters chose not to exercise such option. Each subordinated unit will convert into one common unit at the expiration of the subordination period as set forth in the First Amended and Restated Agreement of Limited Partnership of the Issuer, which is incorporated herein by reference to Exhibit 3.1 to the Issuer’s current report on Form 8-K filed on September 18, 2013.
** Calculation of percentage is based on a total of 9,820,438 common units outstanding on May 1, 2015.
 
4 

 

CUSIP No.   67081B 106	
 	
 	1	Name of Reporting Person
 OCI Company Ltd.	
 	
 	2	Check the Appropriate Box if a Member of a Group	
 	 	(a)	  o	
 	 	(b)	  o	
 	
 	3	SEC Use Only	
 	
 	4	Source of Funds
 OO (please see Item 3 of Amendment No. 1 to Schedule 13D filed by the Reporting Persons on February 14, 2014)	
 	
 	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
 Republic of Korea	
 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With	7	Sole Voting Power*
 4,775,500 common units	
	 	
	8	Shared Voting Power 
0	
	 	
	9	Sole Dispositive Power* 
4,775,500 common units	
	 	
	10	Shared Dispositive Power 
0	
 	
 	11	Aggregate Amount Beneficially Owned by Each Reporting Person* 
4,775,500 common units	
 	
 	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o	
 	
 	13	Percent of Class Represented by Amount in Row 11 
Approximately 48.63%**	
 	
 	14	Type of Reporting Person 
CO	

* OCI Company Ltd. may be deemed to beneficially own the 4,775,500 common units and 9,775,500 subordinated units representing limited partner interests in the Issuer currently held by OCI Wyoming Holding Co. 4,025,500 common units of the Issuer were issued to OCI Wyoming Holding Co. on September 18, 2013, the closing date of the Issuer’s initial public offering, and an additional 750,000 common units of the Issuer were issued to OCI Wyoming Holding Co. on October 14, 2013, upon the expiration of the underwriters’ 30-day option to purchase additional common units after the underwriters chose not to exercise such option. Each subordinated unit will convert into one common unit at the expiration of the subordination period as set forth in the First Amended and Restated Agreement of Limited Partnership of the Issuer, which is incorporated herein by reference to Exhibit 3.1 to the Issuer’s current report on Form 8-K filed on September 18, 2013.
** Calculation of percentage is based on a total of 9,820,438 common units outstanding on May 1, 2015.
 
5 

 
This Amendment No.  2 to Schedule 13D (this “ Amendment No.2 ”) is filed by the Reporting Persons as an amendment to the Schedule 13D filed with the Securities and Exchange Commission on September 27, 2013 (as amended from time to time , the “ Schedule 13D ”). This Amendment No.  2 relates to common units representing limited partner interests of OCI Resources LP, a Delaware limited partnership (the “ Issuer ”). This Amendment No. 2 amends and supplements the Schedule 13D. Only those items hereby reported in this Amendment No. 2 are amended and all other items of the Schedule 13D remain unchanged.
 
Item 4 .                                                          Purpose of Transaction
 
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
 
On June 23, 2015, OCI Enterprises Inc. (“ OCIE ”) issued a press release (the “ Press Release ”) stating that OCIE is evaluating strategic alternatives for its stake in the Issuer.  The summary of the Press Release set forth in this Item 4 is qualified in its entirety by reference to the full text of the Press Release, a copy of which is attached hereto as Exhibit F and is incorporated by reference herein.
 
Item 7 .                                                          Material to be Filed as Exhibits
 
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following:
 
EXHIBIT  F                 Press Release, issued June 23, 2015.
 
6 

 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No.  2 is true, complete and correct.
 
Dated: June 25, 2015

 	OCI COMPANY LTD.	

 	By:	/s/ Su Mi Lee	
 	 	Name:	Su Mi Lee	
 	 	Title:	Vice President	
 
7 

 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No.  2 is true, complete and correct.
 
Dated: June 25, 2015

 	OCI ENTERPRISES INC.	

 	By:	/s/ Kirk H. Milling	
 	 	Name:	Kirk H. Milling	
 	 	Title:	President and Chief Executive Officer	
 
8 

 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No.  2 is true, complete and correct.
 
Dated: June 25, 2015

 	OCI CHEMICAL CORPORATION	

 	By:	/s/ Kirk H. Milling	
 	 	Name:	Kirk H. Milling	
 	 	Title:	President and Chief Executive Officer	
 
9 

 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No.  2 is true, complete and correct.
 
Dated: June 25 , 2015

 	OCI WYOMING HOLDING CO.	

 	By:	/s/ Kirk H. Milling	
 	 	Name:	Kirk H. Milling	
 	 	Title:	President and Chief Executive Officer	
 
10 

Exhibit F

 
OCI ENTERPRISES INC . EVALUATING STRATEGIC ALTERNATIVES
FOR ITS STAKE IN OCI RESOURCES LP
 
Atlanta, Ga. (June 23, 2015)- OCI Enterprises Inc., the North American subsidiary of OCI Company Ltd. of Seoul, Korea, announced today that it is evaluating strategic alternatives for its stake in OCI Resources LP (NYSE: OCIR).
 
###
 
ABOUT OCI ENTERPRISES INC.
 
OCI Enterprises Inc. is a chemical and green energy company headquartered in Atlanta, Ga. It is the North American subsidiary of OCI Company Ltd., of Seoul, Korea. OCI Enterprises Inc. is comprised of two divisions: Atlanta-based OCI Chemical Corporation and San Antonio-based OCI Energy LLC.
 
ABOUT OCI RESOURCES LP
 
OCI Resources LP, a master limited partnership, operates the trona ore mining and soda ash production business of OCI Wyoming LLC, (“OCI Wyoming”), one of the largest and lowest cost producers of natural soda ash in the world, serving a global market from its facility in the Green River Basin of Wyoming. The facility has been in operation for more than 50 years.
 
ABOUT OCI COMPANY LTD.
 
OCI Company Ltd. is a global leading green energy and chemical company founded in 1959 in South Korea. It has developed a diversified portfolio of products and solutions for a broad spectrum of industries in the renewable energy sector, namely polysilicon raw materials for solar cells, fumed silica vacuum insulation panel (product: ENERVAC), sapphire ingots for LEDs and solar photovoltaic power as well as chemical products for the petro and coal chemical sector and the inorganic chemical and specialty gases sector. For more information, visit www.oci.co.kr.

 
Media Relations :
Amy McCool
(770) 375-2321
amccool@ocienterprises.com
 
Investor Relations :
Scott Humphrey
(770) 375-2387
shumphrey@ocienterprises.com