greatamerican13da-072514.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 4)*
Great American Group, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
38984G 203
(CUSIP Number)
Stephen M. Schultz, Esq..
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 15, 2014
(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 which 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 [ ].
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 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).
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| |
|
| |
The Liverpool Limited Partnership
|
| |
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
| |
|
| |
(a) [x]
|
| |
(b) [ ]
|
| |
|
|
3.
|
SEC USE ONLY
|
| |
|
|
4.
|
SOURCE OF FUNDS
|
| |
|
| |
AF
|
| |
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
| |
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
| |
|
| |
Bermuda
|
| |
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
| |
|
|
7.
|
SOLE VOTING POWER
|
| |
|
| |
807,180
|
| |
|
|
8.
|
SHARED VOTING POWER
|
| |
|
| |
0
|
| |
|
|
9.
|
SOLE DISPOSITIVE POWER
|
| |
|
| |
807,180
|
| |
|
|
10.
|
SHARED DISPOSITIVE POWER
|
| |
|
| |
0
|
| |
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| |
|
| |
807,180
|
| |
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
| |
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| |
|
| |
5.1%
|
| |
|
|
14.
|
TYPE OF REPORTING PERSON
|
| |
|
| |
PN
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| |
|
| |
Middleton International Limited
|
| |
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
| |
|
| |
(a) [x]
|
| |
(b) [ ]
|
| |
|
|
3.
|
SEC USE ONLY
|
| |
|
|
4.
|
SOURCE OF FUNDS
|
| |
|
| |
AF
|
| |
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
| |
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
| |
|
| |
Cayman Islands,
|
| |
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
| |
|
|
7.
|
SOLE VOTING POWER
|
| |
|
| |
0
|
| |
|
|
8.
|
SHARED VOTING POWER
|
| |
|
| |
1,499,270
|
| |
|
|
9.
|
SOLE DISPOSITIVE POWER
|
| |
|
| |
0
|
| |
|
|
10.
|
SHARED DISPOSITIVE POWER
|
| |
|
| |
1,499,270
|
| |
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| |
|
| |
1,499,270
|
| |
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
| |
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| |
|
| |
9.4%
|
| |
|
|
14.
|
TYPE OF REPORTING PERSON
|
| |
|
| |
CO
|
The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 is being filed to report a change in the form of beneficial ownership of the Issuer’s securities owned by Elliott Associates, L.P. and Elliott International, L.P. as a result of the contribution of such securities to wholly-owned subsidiaries. This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
|
Item 2.
|
Identity and Background.
|
Item 2 is hereby amended and restated to read as follows:
(a)-(c) This statement is being filed by The Liverpool Limited Partnership, a limited partnership organized and existing under the laws of Bermuda (“Liverpool”), and wholly-owned subsidiary of Elliott Associates, L.P., a Delaware limited partnership (“Elliott”), and Middleton International Limited, a Cayman Islands exempted company (“Middleton” and, together with Liverpool, the “Reporting Persons”) and wholly-owned subsidiary of Elliott International, L.P., a Cayman Islands limited partnership (“Elliott International”). Elliott International Capital Advisors Inc., a Delaware corporation (“EICA”) is the investment manager for Elliott International. Paul E. Singer (“Singer”), Elliott Capital Advisors, L.P., a Delaware limited partnership (“Capital Advisors”), which is controlled by Singer, and Elliott Special GP, LLC, a Delaware limited liability company (“Special GP”), which is controlled by Singer, are the general partners of Elliott. Hambledon, Inc., a Cayman Islands corporation (“Hambledon”), which is also controlled by Singer, is the sole general partner of Elliott International.
LIVERPOOL
The business address of Liverpool is c/o Elliott Management Corporation, 40 West 57th Street, New York, New York 10019.
The principal business of Liverpool is to purchase, sell, trade and invest in securities. Liverpool is a wholly-owned subsidiary of Elliott.
MIDDLETON
The business address of Middleton is c/o Elliott Management Corporation, 40 West 57th Street, New York, New York 10019.
The principal business of Middleton is to purchase, sell, trade and invest in securities. Middleton is a wholly-owned subsidiary of Elliott International.
ELLIOTT
The business address of Elliott is 40 West 57th Street, New York, New York 10019.
The principal business of Elliott is to purchase, sell, trade and invest in securities.
SINGER
Singer's business address is 40 West 57th Street, New York, New York 10019.
Singer’s principal business is to serve as a general partner of Elliott and Capital Advisors, as the president of EICA, and as a managing member of Special GP.
CAPITAL ADVISORS
The business address of Capital Advisors is 40 West 57th Street, New York, New York 10019.
The principal business of Capital Advisors is the furnishing of investment advisory services. Capital Advisors also serves as a managing member of Special GP.
The names, business addresses, and present principal occupation or employment of the general partners of Capital Advisors are as follows:
|
NAME
|
ADDRESS
|
OCCUPATION
|
|
Paul E. Singer
|
40 West 57th St.
New York, New York 10019
|
General partner of Elliott and Capital Advisors; President of EICA; and a managing member of Special GP
|
| |
|
|
|
Braxton Associates, Inc.
|
40 West 57th St.
New York, New York 10019
|
The principal business of Braxton Associates, Inc. is serving as general partner of Capital Advisors
|
| |
|
|
|
Elliott Asset Management LLC
|
40 West 57th St.
New York, New York 10019
|
General Partner of Capital Advisors
|
The name, business address, and present principal occupation or employment of the sole director and executive officer of Braxton Associates, Inc. are as follows:
|
NAME
|
ADDRESS
|
OCCUPATION
|
|
Paul E. Singer
|
40 West 57th St.
New York, New York 10019
|
General partner of Elliott and Capital Advisors and President of EICA
|
ELLIOTT SPECIAL GP, LLC
The business address of Special GP is 40 West 57th Street, New York, New York 10019.
The principal business of Special GP is serving as a general partner of Elliott.
The names, business address, and present principal occupation or employment of the managing members of Special GP are as follows:
|
NAME
|
ADDRESS
|
OCCUPATION
|
|
Paul E. Singer
|
40 West 57th St.
New York, New York 10019
|
General partner of Elliott and Capital Advisors; President of EICA; and a managing member of Special GP
|
| |
|
|
|
Braxton Associates, Inc.
|
40 West 57th St.
New York, New York 10019
|
The principal business of Braxton Associates, Inc. is serving as general partner of Capital Advisors
|
| |
|
|
|
Elliott Asset Management LLC
|
40 West 57th St.
New York, New York 10019
|
General Partner of Capital Advisors
|
ELLIOTT INTERNATIONAL
The business address of Elliott International is c/o Maples & Calder, P.O. Box 309, Ugland House, South Church Street, George Town, Cayman Islands, British West Indies.
The principal business of Elliott International is to purchase, sell, trade and invest in securities.
The name, business address, and present principal occupation or employment of the general partner of Elliott International is as follows:
|
NAME
|
ADDRESS
|
OCCUPATION
|
|
Hambledon, Inc.
|
c/o Maples & Calder
P.O. Box 309
Ugland House
South Church Street George Town, Cayman Islands
British West Indies
|
General partner of Elliott International
|
HAMBLEDON
The name, business address, and present principal occupation or employment of the sole director and executive officer of Hambledon are as follows:
|
NAME
|
ADDRESS
|
OCCUPATION
|
|
Paul E. Singer
|
40 West 57th St.
New York, New York 10019
|
General partner of Elliott and Capital Advisors and President of EICA; and a managing member of Special GP
|
EICA
The business address of EICA is 40 West 57th Street New York, New York 10019.
The principal business of EICA is to act as investment manager for Elliott International.
The name, business address, and present principal occupation or employment of the sole director and executive officer of EICA is as follows:
|
NAME
|
ADDRESS
|
OCCUPATION
|
|
Paul E. Singer
|
40 West 57th St.
New York, New York 10019
|
General partner of Elliott and Capital Advisors and President of EICA; and a managing member of Special GP
|
(d) and (e) During the last five years, none of the persons or entities listed above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Singer is a citizen of the United States of America.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended and restated to read as follows:
|
Liverpool
|
$3,991,469
|
|
| |
|
|
|
Middleton
|
$10,227,612
|
|
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5 is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 15,980,919 shares of Common Stock outstanding as of the date hereof, which is the total number of Shares outstanding as of the date hereof as provided to the Reporting Persons by the Issuer.
As of the date hereof, the Reporting Persons collectively beneficially owned an aggregate of 2,306,450 shares of Common Stock, constituting approximately 14.4% of all of the outstanding shares of Common Stock.
As of the date hereof, Liverpool owned directly 807,180 shares of Common Stock, constituting approximately 5.1% of the shares of Common Stock outstanding.
As of the date hereof, Middleton owned directly 1,499,270 shares of Common Stock, constituting approximately 9.4% of the shares of Common Stock outstanding.
(b) Liverpool has the power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned directly by it.
Middleton has the power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned directly by it.
(c) Effective July 15, 2014, Elliott contributed to Liverpool, its wholly-owned subsidiary, 807,180 shares of Common Stock, and Elliott International contributed to Middleton, its wholly-owned subsidiary, 1,499,270 shares of Common Stock.
(d) No person other than Liverpool has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock directly owned by Liverpool.
No person other than Middleton has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock directly owned by Middleton.
(e) Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 6 is hereby amended to add the following:
None of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer..
|
Item 7.
|
Material to be Filed as Exhibits.
|
Item 7 is hereby amended to add the following exhibit:
Exhibit 99.1 - Joint Filing Agreement
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
|
THE LIVERPOOL LIMITED PARTNERSHIP
|
|
By: Liverpool Associates, Ltd., as General Partner
|
| |
|
|
|
| |
By:
|
/s/ Elliot Greenberg
|
|
| |
|
Elliot Greenberg,
|
|
| |
|
Vice President
|
|
| |
|
|
|
| |
|
|
|
|
MIDDLETON INTERNATIONAL LIMITED
|
| |
|
|
By:
|
|
|
| |
/s/ Elliot Greenberg
|
|
| |
Elliot Greenberg,
|
|
| |
Vice President
|
|
EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, par value $0.0001 per share, of Great American Group, Inc. dated July 25, 2014 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(f) under the Securities Exchange Act of 1934, as amended.
|
THE LIVERPOOL LIMITED PARTNERSHIP
|
|
By: Liverpool Associates, Ltd., as General Partner
|
| |
|
|
|
| |
By:
|
/s/ Elliot Greenberg
|
|
| |
|
Elliot Greenberg,
|
|
| |
|
Vice President
|
|
| |
|
|
|
| |
|
|
|
|
MIDDLETON INTERNATIONAL LIMITED
|
| |
|
|
By:
|
|
|
| |
/s/ Elliot Greenberg
|
|
| |
Elliot Greenberg,
|
|
| |
Vice President
|
|