-----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, Joyrs1Djzzt8w0mhZSvpqJHY55DhLlty/IfLXbIQrp/FcZSmj8Bhp18e6Q2zcMT0 4ZHIMVGD1KoMCV6uWH6N8w== 0001104659-08-009920.txt : 20080213 0001104659-08-009920.hdr.sgml : 20080213 20080213161014 ACCESSION NUMBER: 0001104659-08-009920 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080213 DATE AS OF CHANGE: 20080213 GROUP MEMBERS: LB I GROUP INC. GROUP MEMBERS: LEHMAN BROTHERS INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MRU HOLDINGS INC CENTRAL INDEX KEY: 0001145202 STANDARD INDUSTRIAL CLASSIFICATION: LOAN BROKERS [6163] IRS NUMBER: 330954381 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78288 FILM NUMBER: 08604852 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 398-1780 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC TECHNOLOGY INC DATE OF NAME CHANGE: 20030306 FORMER COMPANY: FORMER CONFORMED NAME: DR PROTEIN COM INC DATE OF NAME CHANGE: 20010718 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 SC 13G/A 1 a08-4900_25sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

MRU HOLDINGS INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

55348A102

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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. 55348A102

 

 

1.

Names of Reporting Persons
Lehman Brothers Holdings Inc.

 

 

 

 

 

S.S. or I.R.S. Identification No. of Above Person
13-3216325

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,580,945(1)

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
1,580,945(1)

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,580,945(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.9%(2)

 

 

12.

Type of Reporting Person (See Instructions)
HC/CO

 


(1) Consists of 382,200 shares of common stock, 421,239 shares of common stock issuable upon conversion of Series B Convertible Preferred Stock, and 39,000 shares of common stock issuable upon exercise of warrants. Also includes 738,506 shares of common stock issuable upon exercise of other warrants but excludes an additional 11,494 shares of common stock issuable upon exercise of these warrants because the terms of these warrants contain a limitation on acquiring shares of common stock if the  exercise would result in the holder beneficially owning more than 4.9% of the outstanding common stock.  Excludes Series B Preferred warrants to purchase 128,290 shares of common stock because the terms of the warrants contain a limitation on acquiring shares of common stock if the exercise would result in the holder beneficially owning more th an 4.9% of the outstanding common stock.

(2) Based on 31,179,793 shares outstanding as of November 12, 2007, as reported in the Form 10-Q for the period ended September 30, 2007, 421,239 shares of common stock issuable upon conversion of Series B Convertible Preferred Stock and 777,560 shares of common stock issuable upon exercise of warrants.

 

2



 

CUSIP No. 55348A102

 

 

1.

Names of Reporting Persons
Lehman Brothers Inc.

 

 

 

 

 

S.S. or I.R.S. Identification No. of Above Person
13-2518466

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,580,945(1)

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
1,580,945(1)

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,580,945(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.9%(2)

 

 

12.

Type of Reporting Person (See Instructions)
BD/CO

 


(1) Consists of 382,200 shares of common stock, 421,239 shares of common stock issuable upon conversion of Series B Convertible Preferred Stock, and 39,000 shares of common stock issuable upon exercise of warrants. Also includes 738,506 shares of common stock issuable upon exercise of other warrants but excludes an additional 11,494 shares of common stock issuable upon exercise of these warrants because the terms of these warrants contain a limitation on acquiring shares of common stock if the exercise would result in the holder beneficially owning more than 4.9% of the outstanding common stock.  Excludes Series B Preferred warrants to purchase 128,290 shares of common stock because the terms of the warrants contain a limitation on acquiring shares of common stock if the exercise would result in the holder beneficially owning more than 4.9 % of the outstanding common stock.

(2) Based on 31,179,793 shares outstanding as of November 12, 2007, as reported in the Form 10-Q for the period ended September 30, 2007, 421,239 shares of common stock issuable upon conversion of Series B Convertible Preferred Stock and 777,560 shares of common stock issuable upon exercise of warrants.

 

3



 

CUSIP No. 55348A102

 

 

1.

Names of Reporting Persons
LB I Group Inc.

 

 

 

 

 

S.S. or I.R.S. Identification No. of Above Person
13-2741778

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,580,945(1)

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
1,580,945(1)

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,580,945(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.9%(2)

 

 

12.

Type of Reporting Person (See Instructions)
CO

 


(1) Consists of 382,200 shares of common stock, 421,239 shares of common stock issuable upon conversion of Series B Convertible Preferred Stock, and 39,000 shares of common stock issuable upon exercise of warrants. Also includes 738,506 shares of common stock issuable upon exercise of other warrants but excludes an additional 11,494 shares of common stock issuable upon exercise of these warrants because the terms of these warrants contain a limitation on acquiring shares of common stock if the exercise would result in the holder beneficially owning more than 4.9% of the outstanding common stock.  Excludes Series B Preferred warrants to purchase 128,290 shares of common stock because the terms of the warrants contain a limitation on acquiring shares of common stock if the exercise would result in the holder beneficially owning more than 4.9 % of the outstanding common stock.

(2) Based on 31,179,793 shares outstanding as of November 12, 2007, as reported in the Form 10-Q for the period ended September 30, 2007, 421,239 shares of common stock issuable upon conversion of Series B Convertible Preferred Stock and 777,560 shares of common stock issuable upon exercise of warrants.

 

4



 

Item 1.

 

(a)

Name of Issuer
MRU Holdings Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
590 Madison Avenue, 13th floor
New York, NY 10022

 

Item 2.

 

(a)

Name of Person Filing
Lehman Brothers Holdings Inc.
Lehman Brothers Inc.
LB I Group Inc.

 

(b)

Address of Principal Business Office or, if none, Residence
Lehman Brothers Holdings Inc.
745 Seventh Avenue
New York, New York 10019

Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

LB I Group Inc.
399 Park Avenue
New York, New York 10022

 

(c)

Citizenship Or Place of Organization
Lehman Brothers Holdings Inc. (“Holdings”) is a corporation organized under the laws of the State of Delaware.

Lehman Brothers Inc. (“LBI”) is a corporation organized under the laws of the State of Delaware.  LBI is a broker-dealer registered under Section 15 of the Act.

LB I Group Inc. (“LB I Group”) is a corporation organized under the laws of the State of Delaware.

 

5



 

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
55348A102

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

A broker or dealer under Section 15 of the 1934 Act

 

(b)

o

A bank as defined in Section 3(a)(6) of the 1934 Act

 

(c)

o

An insurance company as defined in Section 3(a) (19) of the 1934 Act

 

(d)

o

An investment company registered under Section 8 of the Investment Company Act of 1940

 

(e)

o

An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E)

 

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)

 

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act

 

(i)

o

A church plan that is excluded from the definition of investment Company under Section 3(c)(14) of the Investment Company Act Of 1940

 

(j)

o

A group, in accordance with Rule 13d-1(b)(1)(ii)(J)

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

See Item 9 of cover pages.

 

(b)

Percent of class:   

See Item 11 of cover pages.

 

6



 

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

 

 

 

(ii)

Shared power to vote or to direct the vote    

 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

 

 

 

See Items 5-8 of cover pages.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

LB I Group is the actual owner of all of the shares of common stock, Series B Convertible Preferred Stock and warrants reported herein.  LB I Group, is wholly-owned by LBI, which is wholly-owned by Holdings.

Under the rules and regulations of the Securities and Exchange Commission, LBI and Holdings may be deemed to be the beneficial owners of the shares owned by LB I Group.

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable

 

Item 9.

Notice of Dissolution of Group

Not Applicable

 

Item 10.

Certification

o

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not

 

7



 

 

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.

 

 

x

By signing below I hereby 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 the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

 

 

February 13, 2008

 

Date

 

 

 

LEHMAN BROTHERS HOLDINGS INC.

 


/s/ Barrett S. DiPaolo

 

Signature

 


Barrett S. DiPaolo
Vice President

 

Name/Title

 

 

 

LEHMAN BROTHERS INC.

 


/s/ Barrett S. DiPaolo

 

Signature

 


Barrett S. DiPaolo
Senior Vice President

 

Name/Title

 

 

 

LB I GROUP INC.

 


/s/ Barrett S. DiPaolo

 

Signature

 


Barrett S. DiPaolo
Authorized Signatory

 

Name/Title

 

8



 

EXHIBIT A - JOINT FILING AGREEMENT

 

The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) (1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.

 

 

February 13, 2008

 

Date

 

 

 

LEHMAN BROTHERS HOLDINGS INC.

 


/s/ Barrett S. DiPaolo

 

Signature

 


Barrett S. DiPaolo
Vice President

 

Name/Title

 

 

 

LEHMAN BROTHERS INC.

 


/s/ Barrett S. DiPaolo

 

Signature

 


Barrett S. DiPaolo
Senior Vice President

 

Name/Title

 

 

 

LB I GROUP INC.

 


/s/ Barrett S. DiPaolo

 

Signature

 


Barrett S. DiPaolo
Authorized Signatory

 

Name/Title

 

9


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