-----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, Bu+7Dls3j0AkQUv/JbVERKOFAb/Z//phRn/+JB4gZlEtvGV6058PuOoL0u8BpPnj fQAMmPcRjIclkh8ujeD0kg== 0001013594-08-000169.txt : 20080214 0001013594-08-000169.hdr.sgml : 20080214 20080214162201 ACCESSION NUMBER: 0001013594-08-000169 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VCG HOLDING CORP CENTRAL INDEX KEY: 0001172852 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 841157022 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79041 FILM NUMBER: 08616427 BUSINESS ADDRESS: STREET 1: 390 UNION BLVD STREET 2: SUITE 540 CITY: LAKEWOOD STATE: CO ZIP: 80228 BUSINESS PHONE: 303-934-2424 MAIL ADDRESS: STREET 1: 390 UNION BLVD STREET 2: SUITE 540 CITY: LAKEWOOD STATE: CO ZIP: 80228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BURLINGAME ASSET MANAGEMENT, LLC CENTRAL INDEX KEY: 0001353743 IRS NUMBER: 300164384 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1 SANSOME STREET STREET 2: SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-835-3850 MAIL ADDRESS: STREET 1: 1 SANSOME STREET STREET 2: SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: Burlingame Asset Management, LLC DATE OF NAME CHANGE: 20060217 SC 13G/A 1 vcg13ga-021308.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (AMENDMENT NO.1)* VCG Holding Corp. ------------------ (Name of Issuer) Common Stock, par value $.0001 ------------------------------ (Title of Class of Securities) 91821K101 -------------- (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: [ ] 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 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). 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Burlingame Equity Investors, LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 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 0 6. SHARED VOTING POWER 456,568 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 456,568 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 456,568 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Burlingame Equity Investors II, LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 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 0 6. SHARED VOTING POWER 58,316 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 58,316 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 58,316 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Burlingame Equity Investors (Offshore) Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 199,673 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 199,673 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 199,673 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Burlingame Asset Management, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 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 0 6. SHARED VOTING POWER 714,557 7. SOLE DISPOSITIVE POWER 0 84. SHARED DISPOSITIVE POWER 714,557 95. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 714,557 60. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2% 12. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Blair E. Sanford 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 714,557 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 714,557 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 714,557 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2% 12. TYPE OF REPORTING PERSON* IN, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 1 is filed with respect to the shares of the common stock, having $.0001 par value per share (the "Common Stock"), of VCG Holding Corp. ("Issuer"), beneficially owned by the Reporting Persons (as defined below) as of December 31, 2007 and amends and supplements the Schedule 13G filed on March 7, 2007 (collectively, the "Schedule 13G"). Except as set forth herein, the Schedule 13G is unmodified. The names of the persons filing this statement on Schedule 13G are (collectively, the "Reporting Persons"): - Burlingame Equity Investors, LP ("Onshore Fund"). - Burlingame Equity Investors II, LP ("Onshore Fund II"). - Burlingame Equity Investors (Offshore) Ltd. ("Offshore Fund"). - Burlingame Asset Management, LLC ("BAM"). - Blair E. Sanford ("Mr. Sanford"). BAM is the general partner of each of the Onshore Fund and Onshore Fund II, and the investment manager of the Offshore Fund. Mr. Sanford is the managing member of BAM. BAM and Mr. Sanford may each be deemed to have voting and dispositive power with respect to the shares of Common Stock (as defined below) held by the Onshore Fund, Onshore Fund II and the Offshore Fund. 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: (i) The Onshore Fund beneficially owns 456,568 shares of Common Stock. (ii) The Onshore Fund II beneficially owns 58,316 shares of Common Stock. (iii) The Offshore Fund beneficially owns 199,673 shares of Common Stock. (iv) BAM, as the general partner of the Onshore Fund and Onshore Fund II, and the investment manager of the Offshore Fund, may be deemed to beneficially own the 714,557 shares of Common Stock held by them. (v) Mr. Sanford may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by BAM. (vi) Collectively, the Reporting Persons beneficially own 714,557 shares of Common Stock. (b) Percent of Class: (i) The Onshore Fund's beneficial ownership of 456,568 shares of Common Stock represents 2.7% of all of the outstanding shares of Common Stock. (ii) The Onshore Fund II's beneficial ownership of 58,316 shares of Common Stock represents 0.3% of all of the outstanding shares of Common Stock. (iii) The Offshore Fund's beneficial ownership of 199,673 shares of Common Stock represents 1.2% of all of the outstanding shares of Common Stock. (iv) BAM's and Mr. Sanford's beneficial ownership of 714,557 shares of Common Stock represents 4.2% of all of the outstanding shares of Common Stock. (v) Collectively, the Reporting Persons' beneficial ownership of 714,557 shares of Common Stock represents 4.2% of all of the outstanding shares of Common Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Not applicable. (ii) Shared power to vote or to direct the vote of shares of Common Stock: The Onshore Fund, BAM and Mr. Sanford have shared power to vote or direct the vote of the 456,568 shares of Common Stock held by the Onshore Fund. The Onshore Fund II, BAM and Mr. Sanford have shared power to vote or direct the vote of the 58,316 shares of Common Stock held by the Onshore Fund II. The Offshore Fund, BAM and Mr. Sanford have shared power to vote or direct the vote of the 199,673 shares of Common Stock held by the Offshore Fund. (iii) Sole power to dispose or to direct the disposition of shares of Common Stock: Not applicable. (iv) Shared power to dispose or to direct the disposition of shares of Common Stock: The Onshore Fund, BAM and Mr. Sanford have shared power to dispose or direct the disposition of the 456,568 shares of Common Stock beneficially held by the Onshore Fund. The Onshore Fund II, BAM and Mr. Sanford have shared power to dispose or direct the disposition of the 58,316 shares of Common Stock beneficially held by the Onshore Fund II. The Offshore Fund, BAM and Mr. Sanford have shared power to dispose or direct the disposition of the 199,673 shares of Common Stock held by the Offshore Fund. 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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. ITEM 10. CERTIFICATION. By signing below the undersigned certifies that, to the best of its or his 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 its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete, and correct. Dated: February 13, 2008 BURLINGAME EQUITY INVESTORS, LP By: Burlingame Asset Management, LLC, as General Partner By: /s/ Blair E. Sanford --------------------------------- Blair E. Sanford, Managing Member BURLINGAME EQUITY INVESTORS II, LP By: Burlingame Asset Management, LLC, as General Partner By: /s/ Blair E. Sanford --------------------------------- Blair E. Sanford, Managing Member BURLINGAME EQUITY INVESTORS (OFFSHORE) LTD. By: /s/ Blair E. Sanford --------------------------------- Blair E. Sanford,Director BURLINGAME ASSET MANAGEMENT, LLC By: /s/ Blair E. Sanford --------------------------------- Blair E. Sanford, Managing Member /s/ Blair E. Sanford --------------------------------- Blair E. Sanford -----END PRIVACY-ENHANCED MESSAGE-----