0001011438-12-000080.txt : 20120210 0001011438-12-000080.hdr.sgml : 20120210 20120210153201 ACCESSION NUMBER: 0001011438-12-000080 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120210 DATE AS OF CHANGE: 20120210 GROUP MEMBERS: HALCYON OFFSHORE ASSET MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STRATEGIC HOTELS & RESORTS, INC CENTRAL INDEX KEY: 0001057436 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 331082757 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79938 FILM NUMBER: 12592530 BUSINESS ADDRESS: STREET 1: 200 WEST MADISON STREET STREET 2: SUITE 1700 CITY: CHICAGO STATE: IL ZIP: 60606-3415 BUSINESS PHONE: 3126585000 MAIL ADDRESS: STREET 1: 200 WEST MADISON STREET STREET 2: SUITE 1700 CITY: CHICAGO STATE: IL ZIP: 60606-3415 FORMER COMPANY: FORMER CONFORMED NAME: STRATEGIC HOTEL CAPITAL INC DATE OF NAME CHANGE: 19980310 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HALCYON ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001007024 IRS NUMBER: 133093794 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 477 MADISON AVE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123039400 MAIL ADDRESS: STREET 1: 477 MADISON AVE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: HALCYON MANAGEMENT CO LLC DATE OF NAME CHANGE: 20040707 FORMER COMPANY: FORMER CONFORMED NAME: HALCYON SLIFKA ALAN B MANAGEMENT CO LLC DATE OF NAME CHANGE: 19960201 SC 13G 1 form_sc13g-strategic.htm form_sc13g-strategic.htm

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

SCHEDULE 13G

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

STRATEGIC HOTELS & RESORTS, INC.
(Name of Issuer)

Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share
Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share
Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share
(Title of Class of Securities)

Series A: 86272T304
Series B: 86272T403
Series C: 86272T502
(CUSIP Number)

December 31, 2011
(Date of Event which Requires Filing
of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


[X]
 Rule 13d-1(b)
[   ]
 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 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 9 Pages
Exhibit Index: Page 8

 
 
 

CUSIP NO.  86272T304, 86272T403, 86272T502
Page 2 of 9 Pages


1.
 
Names of Reporting Persons

HALCYON ASSET MANAGEMENT LLC


2.
Check the Appropriate Box If a Member of a Group (See Instructions)
a.  
[   ]
b.  
[X]

3.
SEC Use Only

4.
Citizenship or Place of Organization

DELAWARE

 
5.
Sole Voting Power
Number of
Shares
  
1,115,4571
Beneficially
Owned By
Each
6.
Shared Voting Power
0
Reporting
Person
With
7.
Sole Dispositive Power
1,115,4571
 
8.
Shared Dispositive Power
   
0

9.
Aggregate Amount Beneficially Owned by Each Reporting Person

1,115,4571

10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11.
Percent of Class Represented By Amount in Row (9)

9.62%

12.
Type of Reporting Person (See Instructions)

IA

_________________________ 
1 The shares described herein are held as follows: 401,926 Series A Shares, 336,992 Series B Shares, and 376,539 Series C Shares (each as defined herein).

 
 
 

CUSIP NO.  86272T304, 86272T403, 86272T502
Page 3 of 9 Pages


1.
Names of Reporting Persons

HALCYON OFFSHORE ASSET MANAGEMENT LLC


2.
Check the Appropriate Box If a Member of a Group (See Instructions)
a.  
[   ]
b.  
[X]

3.
SEC Use Only

4.
Citizenship or Place of Organization

DELAWARE

 
5.
Sole Voting Power
Number of
Shares
  
1,115,4572
Beneficially
Owned By
Each
6.
Shared Voting Power
0
Reporting
Person
With
7.
Sole Dispositive Power
1,115,4572
 
8.
Shared Dispositive Power
   
0


9.
Aggregate Amount Beneficially Owned by Each Reporting Person

1,115,4572

10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11.
Percent of Class Represented By Amount in Row (9)

9.62%

12.
Type of Reporting Person (See Instructions)

IA

_________________________ 
2 The shares described herein are held as follows: 401,926 Series A Shares, 336,992 Series B Shares, and 376,539 Series C Shares (each as defined herein).

 
 
 

CUSIP NO.  86272T304, 86272T403, 86272T502
Page 4 of 9 Pages


Item 1(a).
Name of Issuer:
   
 
Strategic Hotels & Resorts, Inc. (the "Issuer").
   
Item 1(b).
Address of the Issuer's Principal Executive Offices:
   
 
200 West Madison Street, Suite 1700
 
Chicago, Illinois 60606
   
Item 2(a).
Name of Person Filing
   
 
The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

i)  
Halcyon Asset Management LLC; and

ii)  
Halcyon Offshore Asset Management LLC.
   

Item 2(b).
Address of Principal Business Office or, if None, Residence:
   
 
The address of the principal business office of each of the Reporting Persons is 477 Madison Avenue, New York, NY 10022.

Item 2(c).
Citizenship:


i)  
Halcyon Asset Management LLC is a Delaware limited liability company; and

ii)  
Halcyon Offshore Asset Management LLC is a Delaware limited liability company.

Item 2(d).
Title of Class of Securities:
 
 
Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series A Shares”).
 
Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series B Shares”).
Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series C Shares”, and together with Series A Shares and Series B Shares, the “Shares”).
   
   
Item 2(e).
CUSIP Number:
   
 
Series A: 86272T304
Series B: 86272T403
 
Series C: 86272T502
   

 
 
 

CUSIP NO.  86272T304, 86272T403, 86272T502
Page 5 of 9 Pages


Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
 
(a) [   ] Broker or dealer registered under Section 15 of the Act;
 
(b) [   ] Bank as defined in Section 3(a)(6) of the Act;
 
(c) [   ] Insurance Company as defined in Section 3(a)(19) of the Act;
 
(d) [   ] Investment Company registered under Section 8 of the Investment Company Act of 1940;
 
(e) [X] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
(f) [   ] Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b)(1)(ii)(F);
 
(g) [   ] Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
(h) [   ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
(i) [   ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the 
           Investment Company Act of 1940;
 
(j) [X] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
   
Item 4.
Ownership:
   
Item 4(a).
Amount Beneficially Owned:
   
 
As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 1,115,457 Shares, which consist of 401,926 Series A Shares, 336,992 Series B Shares, and 376,539 Series C Shares.
   
Item 4(b).
Percent of Class:
   
 
As of December 20, 2011, the number of Shares outstanding was 11,591,243 according to the Issuer’s Schedule TO filed on December 20, 2011. As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 9.62% of the total number of Shares outstanding.
 
Item 4(c).
Number of shares as to which such person has:
 
 
Halcyon Asset Management LLC
 
(i)
Sole power to vote or direct the vote
1,115,457
 
(ii)
Shared power to vote or to direct the vote
0
 
(iii)
Sole power to dispose or to direct the disposition of
1,115,457
 
(iv)
Shared power to dispose or to direct the disposition of
0
 
 
Halcyon Offshore Asset Management LLC
 
(i)
Sole power to vote or direct the vote
1,115,457
 
(ii)
Shared power to vote or to direct the vote
0
 
(iii)
Sole power to dispose or to direct the disposition of
1,115,457
 
(iv)
Shared power to dispose or to direct the disposition of
0

 
 
 

CUSIP NO.  86272T304, 86272T403, 86272T502
Page 6 of 9 Pages


Item 5.
Ownership of Five Percent or Less of a Class:
   
 
This Item 5 is not applicable.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
   
 
This Item 6 is not applicable.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
   
 
This Item 7 is not applicable.
   
Item 8.
Identification and Classification of Members of the Group:
   
 
The Reporting Persons listed in Item 2(a), both of which are registered as investment advisers under Section 203 of the Investment Advisers Act of 1940, may be deemed to be a group. The Reporting Persons share common ownership and management.
   
Item 9.
Notice of Dissolution of Group:
   
 
This Item 9 is not applicable.
   
Item 10.
Certification:

 
By signing below each of the Reporting Persons certifies that, to the best of such person's 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 such purpose or effect.


 
 
 

CUSIP NO.  86272T304, 86272T403, 86272T502
Page 7 of 9 Pages


SIGNATURES

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


Date:  February 9, 2012
HALCYON ASSET MANAGEMENT LLC
   
 
By:          /s/ Thomas Hirschfeld
 
Name: Thomas Hirschfeld
 
Title:   Chief Operating Officer
   

Date:  February 9, 2012
HALCYON OFFSHORE ASSET MANAGEMENT LLC
   
 
By:          /s/ Thomas Hirschfeld
 
Name: Thomas Hirschfeld
 
Title:    Chief Operating Officer
   



 

 
 
 

CUSIP NO.  86272T304, 86272T403, 86272T502
Page 8 of 9 Pages


EXHIBIT INDEX

Page No.

A.
Joint Filing Agreement, dated as of February 9, 2012, by and among Halcyon Asset Management LLC and Halcyon Offshore Asset Management LLC
13




 
 
 

CUSIP NO.  86272T304, 86272T403, 86272T502
Page 9 of 9 Pages


EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share, and Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of Strategic Hotels & Resorts, Inc. dated as of February 9, 2012, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.


Date:  February 9, 2012
HALCYON ASSET MANAGEMENT LLC
   
 
By:          /s/ Thomas Hirschfeld
 
Name: Thomas Hirschfeld
 
Title:   Chief Operating Officer
   

Date:  February 9, 2012
HALCYON OFFSHORE ASSET MANAGEMENT LLC
   
 
By:          /s/ Thomas Hirschfeld
 
Name: Thomas Hirschfeld
 
Title:   Chief Operating Officer