-----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, Akamyy+MMj2511CAhE3VT8QnUQ/dHWiu91fACOMGObXsdPSyWcKnepNUdxqveqZi JgXlCtAspyrlRdufxPj8Fg== 0001144204-07-001344.txt : 20070111 0001144204-07-001344.hdr.sgml : 20070111 20070110190137 ACCESSION NUMBER: 0001144204-07-001344 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070111 DATE AS OF CHANGE: 20070110 GROUP MEMBERS: BC ADVISORS, LLC GROUP MEMBERS: G. STACY SMITH GROUP MEMBERS: REID S. WALKER GROUP MEMBERS: SRB MANAGEMENT, L.P. GROUP MEMBERS: STEVE BECKER GROUP MEMBERS: WS CAPITAL MANAGEMENT, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORGI INTERNATIONAL LTD CENTRAL INDEX KEY: 0001028637 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50935 FILM NUMBER: 07524288 BUSINESS ADDRESS: STREET 1: UNIT 10, 16/F, WAH WAI CENTRE STREET 2: 38-40 AU PUI WAN STREET CITY: FOTAN, NEW TERRITORIES STATE: K3 ZIP: 00000 BUSINESS PHONE: 01185222566000 MAIL ADDRESS: STREET 1: UNIT 10, 16/F, WAH WAI CENTRE STREET 2: 38-40 AU PUI WAN STREET CITY: FOTAN, NEW TERRITORIES STATE: K3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: ZINDART LTD DATE OF NAME CHANGE: 19971017 FORMER COMPANY: FORMER CONFORMED NAME: ZINDART INDUSTRIAL CO LTD DATE OF NAME CHANGE: 19961209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WS CAPITAL LLC CENTRAL INDEX KEY: 0001123407 IRS NUMBER: 752681594 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147566055 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G/A 1 v062291_sc13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G
(Amendment No. 2)*


Under the Securities Exchange Act of 1934


CORGI INTERNATIONAL LIMITED
(Name of Issuer)
 
American Depositary Shares (Representing Ordinary Shares)
(Title of Class of Securities)
 
21872Q103
(CUSIP Number)
 
December 31, 2006
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
[   ]    Rule 13d-1(b)
[X]    Rule 13d-1(c)
[   ]    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. 21872Q103   
     
1 
NAME OF REPORTING PERSON: WS Capital, L.L.C. 
     
  I.R.S. Identification Nos. of above persons (entities only): 
     
2 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
  (a) [   ]   
 
(b) [X] 
 
     
3 
SEC USE ONLY 
     
4 
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas 
     
NUMBER OF 
SHARES
5 
SOLE VOTING POWER: 404,589 
BENEFICIALLY
OWNED BY 
6 
SHARED VOTING POWER: 0 
EACH
REPORTING 
7 
SOLE DISPOSITIVE POWER: 404,589 
PERSON 
8 
SHARED DISPOSITIVE POWER: 0 
     
9 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
404,589
     
10 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
 
[ ] 
 
     
11 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 
2.6%*
     
12 
TYPE OF REPORTING PERSON 
HC/OO
 
*Based on information provided by the issuer, there were 10,176,943 shares of common stock issued and outstanding as of December 20, 2006.
 

 
CUSIP No. 21872Q103   
     
1 
NAME OF REPORTING PERSON: WS Capital Management, L.P.
     
  I.R.S. Identification Nos. of above persons (entities only): 
     
2 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
  (a) [   ]   
 
(b) [X] 
 
     
3 
SEC USE ONLY 
     
4 
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas 
     
NUMBER OF 
SHARES
5 
SOLE VOTING POWER: 404,589 
BENEFICIALLY
OWNED BY 
6 
SHARED VOTING POWER: 0 
EACH
REPORTING 
7 
SOLE DISPOSITIVE POWER: 404,589 
PERSON 
8 
SHARED DISPOSITIVE POWER: 0 
     
9 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
404,589
     
10 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
 
[ ] 
 
     
11 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 
2.6%*
     
12 
TYPE OF REPORTING PERSON 
IA/PN
 
*Based on information provided by the issuer, there were 10,176,943 shares of common stock issued and outstanding as of December 20, 2006.
 

 
CUSIP No. 21872Q103   
     
1 
NAME OF REPORTING PERSON: Reid S. Walker
     
  I.R.S. Identification Nos. of above persons (entities only): 
     
2 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
  (a) [   ]   
 
(b) [X] 
 
     
3 
SEC USE ONLY 
     
4 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
     
NUMBER OF 
SHARES
5 
SOLE VOTING POWER: 404,589 
BENEFICIALLY
OWNED BY 
6 
SHARED VOTING POWER: 0 
EACH
REPORTING 
7 
SOLE DISPOSITIVE POWER: 404,589 
PERSON 
8 
SHARED DISPOSITIVE POWER: 0 
     
9 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
404,589
     
10 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
 
[ ] 
 
     
11 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 
2.6%*
     
12 
TYPE OF REPORTING PERSON 
HC/IN
 
*Based on information provided by the issuer, there were 10,176,943 shares of common stock issued and outstanding as of December 20, 2006.
 

 
CUSIP No. 21872Q103   
     
1 
NAME OF REPORTING PERSON: G. Stacy Smith
     
  I.R.S. Identification Nos. of above persons (entities only): 
     
2 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
  (a) [   ]   
 
(b) [X] 
 
     
3 
SEC USE ONLY 
     
4 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
     
NUMBER OF 
SHARES
5 
SOLE VOTING POWER: 404,589 
BENEFICIALLY
OWNED BY 
6 
SHARED VOTING POWER: 0 
EACH
REPORTING 
7 
SOLE DISPOSITIVE POWER: 404,589 
PERSON 
8 
SHARED DISPOSITIVE POWER: 0 
     
9 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
404,589
     
10 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
 
[ ] 
 
     
11 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 
2.6%*
     
12 
TYPE OF REPORTING PERSON 
HC/IN
 
*Based on information provided by the issuer, there were 10,176,943 shares of common stock issued and outstanding as of December 20, 2006.
 

 
CUSIP No. 21872Q103   
     
1 
NAME OF REPORTING PERSON: BC Advisors, LLC
     
  I.R.S. Identification Nos. of above persons (entities only): 
     
2 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
  (a) [   ]   
 
(b) [X] 
 
     
3 
SEC USE ONLY 
     
4 
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
     
NUMBER OF 
SHARES
5 
SOLE VOTING POWER: 441,368 
BENEFICIALLY
OWNED BY 
6 
SHARED VOTING POWER: 0 
EACH
REPORTING 
7 
SOLE DISPOSITIVE POWER: 441,368 
PERSON 
8 
SHARED DISPOSITIVE POWER: 0 
     
9 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
441,368
     
10 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
 
[ ] 
 
     
11 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 
2.8%*
     
12 
TYPE OF REPORTING PERSON 
HC/CO
 
*Based on information provided by the issuer, there were 10,176,943 shares of common stock issued and outstanding as of December 20, 2006.
 

 
CUSIP No. 21872Q103   
     
1 
NAME OF REPORTING PERSON: SRB Management, L.P.
     
  I.R.S. Identification Nos. of above persons (entities only): 
     
2 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
  (a) [   ]   
 
(b) [X] 
 
     
3 
SEC USE ONLY 
     
4 
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
     
NUMBER OF 
SHARES
5 
SOLE VOTING POWER: 441,368 
BENEFICIALLY
OWNED BY 
6 
SHARED VOTING POWER: 0 
EACH
REPORTING 
7 
SOLE DISPOSITIVE POWER: 441,368 
PERSON 
8 
SHARED DISPOSITIVE POWER: 0 
     
9 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
441,368
     
10 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
 
[ ] 
 
     
11 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 
2.8%*
     
12 
TYPE OF REPORTING PERSON 
IA/PN
 
*Based on information provided by the issuer, there were 10,176,943 shares of common stock issued and outstanding as of December 20, 2006.
 

 
CUSIP No. 21872Q103   
     
1 
NAME OF REPORTING PERSON: Steven R. Becker
     
  I.R.S. Identification Nos. of above persons (entities only): 
     
2 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
  (a) [   ]   
 
(b) [X] 
 
     
3 
SEC USE ONLY 
     
4 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
     
NUMBER OF 
SHARES
5 
SOLE VOTING POWER: 441,368 
BENEFICIALLY
OWNED BY 
6 
SHARED VOTING POWER: 0 
EACH
REPORTING 
7 
SOLE DISPOSITIVE POWER: 441,368 
PERSON 
8 
SHARED DISPOSITIVE POWER: 0 
     
9 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
441,368
     
10 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
 
[ ] 
 
     
11 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 
2.8%*
     
12 
TYPE OF REPORTING PERSON 
HC/IN
 
*Based on information provided by the issuer, there were 10,176,943 shares of common stock issued and outstanding as of December 20, 2006.
 

 
 
This Schedule 13G relates to the American Depositary Shares representing Ordinary Shares, par value HK$3.00 per share (the “Shares”), of Corgi International Limited acquired by (i) WS Capital, L.L.C., a Texas limited liability company (“WS Capital”), for the account of (1) Walker Smith Capital, L.P., a Texas limited partnership (“WSC”), (2) Walker Smith Capital (Q.P.), L.P., a Texas limited partnership (“WSCQP”), (3) Walker Smith International Fund, Ltd., a British Virgin Islands exempted company (“WS International”), and (4) HHMI Investments, L.P., a Delaware limited partnership (“HHMI”), and (ii) BC Advisors, LLC, a Texas limited liability company (“BCA”), for the account of (1) SRB Greenway Capital, L.P., a Texas limited partnership (“SRBGC”), (2) SRB Greenway Capital (Q.P.), L.P., a Texas limited partnership (“SRBQP”), and (3) SRB Greenway Offshore Operating Fund, L.P., a Cayman Islands limited partnership (“SRB Offshore”). WS Capital is the general partner of WS Capital Management, L.P., a Texas limited partnership (“WSC Management”), which is the general partner of WSC and WSCQP and the investment manager for WS International and the investment manager for HHMI. BCA is the general partner of SRB Management, L.P., a Texas limited partnership (“SRB Management”), which is the general partner of SRBGC, SRBQP and SRB Offshore. Steven R. Becker is the sole principal of BCA. Pursuant to a letter agreement, Steven R. Becker may collaborate with Reid S. Walker and G. Stacy Smith on investment strategies from time to time. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
 
Item 1(a).
Name of Issuer: CORGI INTERNATIONAL LIMITED
 
Item 1(b).
Address of Issuer's Principal Executive Offices:
Unit 10, 16/F, Wah Wai Centre,
38-40 Au Pui Wan Street, Fotan, New Territories
Hong Kong, S.A.R., China
 
Item 2(a).
Name of Person Filing:
 
See Item 1 of each cover page.
 
Item 2(b).
Address of Principal Business Office or if none, Residence:
 
300 Crescent Court, Suite 1111
Dallas, Texas 75201
 
Item 2(c).
Citizenship: See Item 4 of each cover page.
 
Item 2(d).
Title of Class of Securities: American Depositary Shares (representing Ordinary Shares)
 
Item 2(e).
CUSIP Number: 21872Q103
 

 
Item 3.
Not Applicable
 
Item 4.
Ownership:

(a)
Amount Beneficially Owned:
 
Reid S. Walker and G. Stacy Smith are the beneficial owners of 404,589 Shares, which includes (i) 311,222 Shares and (ii) warrants to purchase 93,366 Shares beneficially owned by WS Capital and WSC Management beneficially owned for the accounts of WSC, WSCQP, WS International and HHMI.

WS Capital and WSC Management are the beneficial owners of (i) 311,222 Shares and (ii) warrants to purchase 93,366 Shares beneficially owned for the accounts of WSC, WSCQP, WS International and HHMI.

Steven R. Becker is the beneficial owner of 441,368 Shares which includes (i) 348,002 Shares and (ii) warrants to purchase 93,367 Shares beneficially owned by BCA and SRB Management for the accounts of SRBGC, SRBQP and SRB Offshore.

BCA and SRB Management are the beneficial owners of (i) 348,002 Shares and (ii) warrants to purchase 93,367 Shares beneficially owned for the accounts of SRBGC, SRBQP and SRB Offshore.

(b)
Percent of Class: See Item 11 of each cover page.
     
(c)
Number of shares as to which such person has:
 
(i)
sole power to vote or to direct the vote: See Item 5 of each cover page.
 
(ii)
shared power to vote or to direct the vote: See Item 6 of each cover page.
 
(iii)
sole power to dispose or to direct the disposition of: See Item 7 of each cover page.  
 
(iv)
shared power to dispose or to direct the disposition of: See Item 8 of each cover page.
 

 
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: Not applicable.
 
Item 7.
Identification and Classification of Subsidiary Which Acquired the Securities:
 
WSC Management is an investment adviser registered with the State of Texas and, as such, has beneficial ownership of the Shares held by its clients, WSC, WSCQP, WS International and HHMI. WS Capital is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are the sole principals of WS Capital, and therefore exercise investment discretion and control with respect to the Shares owned by WSC Management’s clients.
 
SRB Management is an investment adviser registered with the State of Texas and, as such, has beneficial ownership of the securities held by its clients, SRBGC, SRBQP and SRB Offshore. BCA is the general partner of SRB Management. Steven R. Becker is the sole principal of BCA, and therefore exercises investment discretion and control with respect to the Shares beneficially owned by SRB Management’s clients.
 
Item 8.
Identification and Classification of Members of the Group: Not applicable.
 
Item 9.
Notice of Dissolution of Group: Not applicable.
 
Item 10.
Certification:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 

 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
WS CAPITAL, L.L.C.
   
 
By: /s/ Reid S. Walker 
 
Reid S. Walker, Member
   
 
WS CAPITAL MANAGEMENT, L.P.
   
 
By: WS Capital, L.L.C., its general partner
   
 
By: /s/ Reid S. Walker 
 
Reid S. Walker, Member
   
 
/s/ Reid S. Walker
 
REID S. WALKER
   
 
/s/ G. Stacy Smith
 
G. STACY SMITH
   
 
BC ADVISORS, LLC
   
 
By: /s/ Steven R. Becker
 
Steven R. Becker, Member
   
 
SRB MANAGEMENT, L.P.
   
 
By: BC Advisors, LLC, its general partner
   
 
By: /s/ Steven R. Becker
 
Steven R. Becker, Member
   
 
/s/ Steven R. Becker
 
Steven R. Becker
   
 
January 10, 2007
 


EXHIBIT 1

JOINT FILING AGREEMENT

 
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the American Depositary Shares (representing Ordinary Shares) of Corgi International Limited and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of January 10, 2007.

 
WS CAPITAL, L.L.C.
   
 
By: /s/ Reid S. Walker 
 
Reid S. Walker, Member
   
 
WS CAPITAL MANAGEMENT, L.P.
   
 
By: WS Capital, L.L.C., its general partner
   
 
By: /s/ Reid S. Walker 
 
Reid S. Walker, Member
   
 
/s/ Reid S. Walker
 
REID S. WALKER
   
 
/s/ G. Stacy Smith
 
G. STACY SMITH
   
 
BC ADVISORS, LLC
   
 
By: /s/ Steven R. Becker
 
Steven R. Becker, Member
   
 
SRB MANAGEMENT, L.P.
   
 
By: BC Advisors, LLC, its general partner
   
 
By: /s/ Steven R. Becker
 
Steven R. Becker, Member
   
 
/s/ Steven R. Becker
 
Steven R. Becker
   
 
January 10, 2007


 
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