-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jk9fugJYB3xFAE7cOYcM+JPCh2VwiJUxSqNjI6Dw5zBJTEx49iqPWYfsOmX5wld0 zI+83ijgDCDAHrK5uq43+A== 0000950136-06-000214.txt : 20060117 0000950136-06-000214.hdr.sgml : 20060116 20060117060326 ACCESSION NUMBER: 0000950136-06-000214 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060117 DATE AS OF CHANGE: 20060117 GROUP MEMBERS: CD CAPITAL MANAGEMENT LLC GROUP MEMBERS: EGI-NP INVESTMENTS, L.L.C. GROUP MEMBERS: JOHN D. ZIEGELMAN GROUP MEMBERS: MAGNETAR FINANCIAL LLC GROUP MEMBERS: NEW WORLD OPPORTUNITY PARTNERS II, LLC GROUP MEMBERS: NWFP I LLC GROUP MEMBERS: THE JAY PRITZKER FOUNDATION GROUP MEMBERS: ZIEGELMAN PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUNTERRA CORP CENTRAL INDEX KEY: 0001016577 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT) [6532] IRS NUMBER: 954582157 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47333 FILM NUMBER: 06531202 BUSINESS ADDRESS: STREET 1: 3865 W CHEYENNE AVENUE STREET 2: BUILDING NO. 5 CITY: NORTH LAS VEGAS STATE: NV ZIP: 89032 BUSINESS PHONE: 702-804-8600 MAIL ADDRESS: STREET 1: 3865 W CHEYENNE AVENUE STREET 2: BUILDING NO. 5 CITY: NORTH LAS VEGAS STATE: NV ZIP: 89032 FORMER COMPANY: FORMER CONFORMED NAME: SIGNATURE RESORTS INC DATE OF NAME CHANGE: 19980722 FORMER COMPANY: FORMER CONFORMED NAME: KGK RESORTS INC DATE OF NAME CHANGE: 19960611 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CD CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001271084 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2 N RIVERSIDE PLAZA SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124663239 MAIL ADDRESS: STREET 1: 2 N RIVERSIDE PLAZA SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 file001.htm AMENDMENT NO. 1 TO SCHEDULE 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*


SUNTERRA CORPORATION
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
86787D 20 8
(CUSIP Number of Class of Securities)
CD Capital Management LLC 2 North Riverside Plaza, Suite 720 Chicago, Illinois 60606 Attention: John Ziegelman Telephone: (312) 466-3226
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with copies to:


Greenberg Traurig, LLP The Metlife Building 200 Park Avenue New York, NY 10166 Attention: Clifford E. Neimeth, Esq. Telephone: (212) 801-9200				Greenberg Traurig, LLP 77 West Wacker Drive Chicago, Illinois 60601 Attention: Peter H. Lieberman, Esq. Telephone: (312) 456-8400


January 13, 2005
(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.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) 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).

(Continued on following pages)

(Page 1 of 11 Pages)


CUSIP No. 86787D 20 8	SCHEDULE 13D/A	Page 2 of 11 Pages


1.	NAME OF REPORTING PERSON: CD Capital Management LLC

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
31-1816593


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)


3.	SEC USE ONLY


4.	SOURCE OF FUNDS


5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)


6.	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

953,006


12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.9% OF COMMON STOCK⁽¹⁾


14.	TYPE OF REPORTING PERSON

IA, OO


(1)	Based on 19,472,534 shares of Common Stock of Sunterra Corporation outstanding on December 9, 2005.

(Page 2 of 11 Pages)


CUSIP No. 86787D 20 8	SCHEDULE 13D/A	Page 3 of 11 Pages


1.	NAME OF REPORTING PERSON: John D. Ziegelman

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)


3.	SEC USE ONLY


4.	SOURCE OF FUNDS


5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)


6.	CITIZENSHIP OR PLACE OF ORGANIZATION

United States


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

978,006


12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.0% OF COMMON STOCK⁽¹⁾


14.	TYPE OF REPORTING PERSON


(1)	Based on 19,472,534 shares of Common Stock of Sunterra Corporation outstanding on December 9, 2005.

(Page 3 of 11 Pages)


CUSIP No. 86787D 20 8	SCHEDULE 13D/A	Page 4 of 11 Pages


1.	NAME OF REPORTING PERSON: Magnetar Financial LLC

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
04-3818748


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)


3.	SEC USE ONLY


4.	SOURCE OF FUNDS


5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)


6.	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

782,000


12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.0% OF COMMON STOCK⁽¹⁾


14.	TYPE OF REPORTING PERSON


(1)	Based on 19,472,534 shares of Common Stock of Sunterra Corporation outstanding on December 9, 2005.

(Page 4 of 11 Pages)


CUSIP No. 86787D 20 8	SCHEDULE 13D/A	Page 5 of 11 Pages


1.	NAME OF REPORTING PERSON: New World Opportunity Partners II, LLC

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
42-1681457


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)


3.	SEC USE ONLY


4.	SOURCE OF FUNDS


5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)


6.	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

290,122


12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.5% OF COMMON STOCK⁽¹⁾


14.	TYPE OF REPORTING PERSON


(1)	Based on 19,472,534 shares of Common Stock of Sunterra Corporation outstanding on December 9, 2005.

(Page 5 of 11 Pages)


CUSIP No. 86787D 20 8	SCHEDULE 13D/A	Page 6 of 11 Pages


1.	NAME OF REPORTING PERSON: NWFP I LLC

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
20-3708673


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)


3.	SEC USE ONLY


4.	SOURCE OF FUNDS


5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)


6.	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

171,312


12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.9% OF COMMON STOCK⁽¹⁾


14.	TYPE OF REPORTING PERSON


(1)	Based on 19,472,534 shares of Common Stock of Sunterra Corporation outstanding on December 9, 2005.

(Page 6 of 11 Pages)


CUSIP No. 86787D 20 8	SCHEDULE 13D/A	Page 7 of 11 Pages


1.	NAME OF REPORTING PERSON: EGI-NP Investments, L.L.C.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
32-0091068


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)


3.	SEC USE ONLY


4.	SOURCE OF FUNDS

WC, OO


5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)


6.	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

135,000


12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.7% OF COMMON STOCK⁽¹⁾


14.	TYPE OF REPORTING PERSON


(1)	Based on 19,472,534 shares of Common Stock of Sunterra Corporation outstanding on December 9, 2005.

(Page 7 of 11 Pages)


CUSIP No. 86787D 20 8	SCHEDULE 13D/A	Page 8 of 11 Pages


1.	NAME OF REPORTING PERSON: The Jay Pritzker Foundation

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
02-0550210


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)


3.	SEC USE ONLY


4.	SOURCE OF FUNDS


5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)


6.	CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

41,487


12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2% OF COMMON STOCK⁽¹⁾


14.	TYPE OF REPORTING PERSON


(1)	Based on 19,472,534 shares of Common Stock of Sunterra Corporation outstanding on December 9, 2005.

(Page 8 of 11 Pages)


CUSIP No. 86787D 20 8	SCHEDULE 13D/A	Page 9 of 11 Pages


1.	NAME OF REPORTING PERSON: Ziegelman Partners, L.P.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
36-4337005


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)


3.	SEC USE ONLY


4.	SOURCE OF FUNDS


5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)


6.	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

25,000


12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.1% OF COMMON STOCK⁽¹⁾


14.	TYPE OF REPORTING PERSON


(1)	Based on 19,472,534 shares of Common Stock of Sunterra Corporation outstanding on December 9, 2005.

(Page 9 of 11 Pages)

SCHEDULE 13D/A

This Amendment No. 1 relates to the Statement of Beneficial Ownership on Schedule 13D filed jointly by CD Capital Management LLC, a Delaware limited liability company (‘‘CD Capital’’), John D. Ziegelman (‘‘Mr. Ziegelman’’), Magnetar Financial LLC, a Delaware limited liability company (‘‘Magnetar’’), New World Opportunity Partners II, LLC, a Delaware limited liability company (‘‘NWOP II’’), NWFP I LLC, a Delaware limited liability company (‘‘NWFP’’), EGI-NP Investments, L.L.C., a Delaware limited liability company (‘‘EGI-NP’’), The Jay Pritzker Foundation, an Illinois private foundation (‘‘JPF’’), and Ziegelman Partners, L.P., a Delaware limited partnership (‘‘ZP-LP’’ and collectively with CD Capital, Mr. Ziegelman, Magnetar, NWOP II, NWFP, EGI-NP and JPF, the ‘‘Reporting Persons’’), with the Securities and Exchange Commission (the ‘‘Commission’’) on December 19, 2005 (the ‘‘Schedule 13D’’). Item 4 of the Schedule 13D is amended as set forth below, and all other Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Schedule 13D.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 is hereby amended to add the following supplemental information:

On January 10, 2006, Messrs. Ziegelman, Benson and Gubbay met in New York City to discuss the Reporting Persons' strong desire for the Nominee to serve all of the Issuer's stockholders as a member of the Board, and to discuss Mr. Ziegelman's views regarding the Issuer's Common Stock price; operating strategies, performance and expenses; cost structure; marketing programs; and corporate governance and stockholder communication practices.

At that meeting, Messrs. Gubbay and Benson indicated that notwithstanding its previously expressed position, the Board is now receptive to and, in fact, had recently been discussing the prospect of increasing the size of the Board.

Messrs. Gubbay and Benson further indicated their willingness, subject to Board authorization, to commence a formal process to review and consider the director candidacy of the Nominee and other qualified persons submitted by the Reporting Persons and the Issuer's other stockholders.

Mr. Ziegelman believes that as a matter of proper corporate governance and deference to stockholder voting rights the Issuer should temporarily delay convening the Annual Meeting until late-March 2006 (i) to allow the Board to fully and fairly assess the Nominee's qualifications and make a well-considered determination regarding his candidacy and (ii) if the Issuer's incumbent directors determine to appoint the Nominee to the Board following the completion of such review process, to enable at this year's Annual Meeting all of the Issuer's stockholders to consider and properly exercise their right to vote on the election of the Nominee and each of the incumbent directors.

On January 12, 2006, Mr. Benson advised Mr. Ziegelman that the Board was apprised of the matters discussed at the January 10^th meeting and that the Issuer was prepared to initiate a process for consideration of the Nominee's director candidacy and the candidacy of any other qualified persons presented to the Board by the Reporting Persons and the Issuer's other stockholders.

Mr. Benson further advised that the Issuer had no present intention of delaying the Annual Meeting timetable.

On January 13, 2006, Mr. Benson contacted Mr. Ziegelman and offered to arrange a meeting between himself and the Nominee as an initial due diligence matter and to determine whether there exists mutual interest to pursue a subsequent Committee and Board review process of the Nominee's qualifications and candidacy.

As a matter of sound corporate governance, and consistent with the Issuer's published policies and procedures regarding the consideration and review of director candidates, Mr. Ziegelman believes that the Nominee should meet directly with the Committee and with all of the Issuer's independent directors, as a whole, without delay.

(Page 10 of 11 Pages)

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: January 13, 2006

CD CAPITAL MANAGEMENT LLC

By: ZP II LP, its Managing Member

By: C3 Management Inc., its General Partner

BY: /s/ John D. Ziegelman
Name: John D. Ziegelman
Title: President

MAGNETAR FINANCIAL LLC

By: /s/ Paul Smith
Name: Paul Smith
Title: General Counsel

NEW WORLD OPPORTUNITY PARTNERS II, LLC

By: /s/ Michael Brodsky
Name: Michael Brodsky
Title: Managing Member

NWFP I LLC

By: /s/ Michael Brodksy
Name: Michael Brodsky
Title: Manager

EGI-NP INVESTMENTS, L.L.C.

By: /s/ Philip G. Tinkler
Name: Philip G. Tinkler
Title: Treasurer

THE JAY PRITZKER FOUNDATION

By: /s/ Daniel F. Pritzker
Name: Daniel F. Pritzker
Title: President

ZIEGELMAN PARTNERS, L.P.

By: /s/ John D. Ziegelman
Name: John D. Ziegelman
Title: Managing Agent

/s/ John D. Ziegelman
JOHN D. ZIEGELMAN

(Page 11 of 11 Pages)

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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH

7. SOLE VOTING POWER
315,085 (see Item 5)

8. SHARED VOTING POWER
461,434 (see Item 5)

9. SOLE DISPOSITIVE POWER
953,006 (see Item 5)

10. SHARED DISPOSITIVE POWER
-0- (see Item 5)