-----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, FxL8AnUHav/mvLSSVMnNceolP57AArUUNe1X9rHyg0mCU255ck9F5ocbrqRajH4/ 3V1NZArc2QS5PQQ6BNTZFQ== 0000919574-09-013315.txt : 20090713 0000919574-09-013315.hdr.sgml : 20090713 20090713165407 ACCESSION NUMBER: 0000919574-09-013315 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090713 DATE AS OF CHANGE: 20090713 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Woodbridge Holdings Corp (Formerly Levitt Corp) CENTRAL INDEX KEY: 0001218320 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 113675068 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79444 FILM NUMBER: 09942305 BUSINESS ADDRESS: STREET 1: 2100 WEST CYPRESS CREEK ROAD CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 954-958-1800 MAIL ADDRESS: STREET 1: 2100 WEST CYPRESS CREEK ROAD CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 FORMER COMPANY: FORMER CONFORMED NAME: WOODBRIDGE HOLDINGS CORP. (FORMALLY LEVITT CORP) DATE OF NAME CHANGE: 20080522 FORMER COMPANY: FORMER CONFORMED NAME: LEVITT CORP DATE OF NAME CHANGE: 20030211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PENNANT CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001168664 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 26 MAIN STREET STREET 2: SUITE 203 CITY: CHATHAM STATE: NJ ZIP: 07928 BUSINESS PHONE: 9737011100 MAIL ADDRESS: STREET 1: 26 MAIN STREET STREET 2: SUITE 203 CITY: CHATHAM STATE: NJ ZIP: 07928 FORMER COMPANY: FORMER CONFORMED NAME: PENNANT CAPITAL MANAGEMENT INC DATE OF NAME CHANGE: 20020307 SC 13D/A 1 d1012096_13d-a.htm d1012096_13d-a.htm

 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No._____1_______)*
 
Woodbridge Holdings Corporation (WDGH) (formerly Levitt Corporation)
(Name of Issuer)


Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)


978842201
(CUSIP Number)


Alan Fournier
c/o Pennant Capital Management, L.L.C.
26 Main Street, Suite 203
Chatham, NJ 07928
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)


July 1, 2009
(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/A, and is filing this schedule because of ss.240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X].
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 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).


 
 
 

CUSIP No.
978842201
    

1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Pennant Capital Management, L.L.C.
  

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
[_]
   
(b)
[X]

3.
SEC USE ONLY
  
     
     

4.
SOURCE OF FUNDS*
  
     
 
AF
  

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
  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

7.
SOLE VOTING POWER
  
     
 
0
  

8.
SHARED VOTING POWER
  
     
 
3,577,952
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  

10.
SHARED DISPOSITIVE POWER
  
[_]
     
 
3,577,952
  

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
  
 
PERSON
  
     
 
3,577,952
  

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

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
21.51%
  

14.
TYPE OF REPORTING PERSON
  
     
 
IA, OO
  
     
 
 
 
 
CUSIP No.
978842201
    

1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Pennant Master Fund, L.P.
  

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
[_]
   
(b)
[X]

3.
SEC USE ONLY
  
     
     

4.
SOURCE OF FUNDS*
  
     
 
WC
  

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

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Cayman Islands
  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

7.
SOLE VOTING POWER
  
     
 
0
  

8.
SHARED VOTING POWER
  
     
 
1,092,600
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  

10.
SHARED DISPOSITIVE POWER
  
[_]
     
 
1,092,600
  

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
  
 
PERSON
  
     
 
1,092,600
  

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

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
6.57%
  

14.
TYPE OF REPORTING PERSON
  
     
 
PN
  
 
 
 

CUSIP No.
978842201
    

1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Pennant Windward Master Fund, L.P.
  

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
[_]
   
(b)
[X]

3.
SEC USE ONLY
  
     
     

4.
SOURCE OF FUNDS*
  
     
 
WC
  

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

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Cayman Islands
  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

7.
SOLE VOTING POWER
  
     
 
0
  

8.
SHARED VOTING POWER
  
     
 
2,302,708
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  

10.
SHARED DISPOSITIVE POWER
  
[_]
     
 
2,302,708
  

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
  
 
PERSON
  
     
 
2,302,708
  

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

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
13.84%
  

14.
TYPE OF REPORTING PERSON
  
     
 
PN
  
 
 
 

CUSIP No.
978842201
    

1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Alan Fournier
c/o Pennant Capital Management, L.L.C
  

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
[_]
   
(b)
[X]

3.
SEC USE ONLY
  
     
     

4.
SOURCE OF FUNDS*
  
     
 
AF
  

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
  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

7.
SOLE VOTING POWER
  
     
 
0
  

8.
SHARED VOTING POWER
  
     
 
3,577,952
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  

10.
SHARED DISPOSITIVE POWER
  
[_]
     
 
3,577,952
  

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
  
 
PERSON
  
     
 
3,577,952
  

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

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
21.51%
  

14.
TYPE OF REPORTING PERSON
  
     
 
IN
  
 
 
 

CUSIP No. 978842201
 
    

This Amendment No. 1 to the Schedule 13D is being filed with respect to Woodbridge Holdings Corporation (the “Issuer”) on behalf of Pennant Capital Management, L.L.C. and Alan Fournier.  It is the initial Schedule 13D being filed by Pennant Master Fund, L.P. and Pennant Windward Master Fund, L.P. (collectively with Pennant Capital Management, L.L.C. and Alan Fournier, the “Reporting Persons”).

Item 1.
Security and Issuer.
  

 
NO MATERIAL CHANGE FROM PREVIOUS 13D FILED ON OCTOBER 22, 2007.
   
   

Item 2.
Identity and Background.
  

 
NO MATERIAL CHANGE FROM PREVIOUS 13D FILED ON OCTOBER 22, 2007.
       
     

Item 3.
Source and Amount of Funds or Other Consideration.
  

 
As of the date hereof Pennant Capital Management, L.L.C. may be deemed to beneficially own 3,577,952 of the Issuer’s Class A Common Stock, $0.01 par value (the “Shares”).
 
As of the date hereof Pennant Master Fund, L.P. may be deemed to beneficially own 1,092,600 Shares.
 
As of the date hereof Pennant Windward Master Fund, L.P. may be deemed to beneficially own 2,302,708 Shares.
 
As of the date hereof Alan Fournier may be deemed to beneficially own 3,577,952 Shares.
 
No borrowed funds were used to purchase the Shares reported herein, other than any borrowed funds used for working capital purposes in the ordinary course of business.
 
   

Item 4.
Purpose of Transaction.
  

 
NO MATERIAL CHANGE FROM PREVIOUS 13D FILED ON OCTOBER 22, 2007.
 
 
Item 5.
Interest in Securities of the Issuer.
  
     
 
As of the date hereof, Pennant Capital Management, L.L.C. may be deemed to beneficially own 3,577,952 Shares, or 21.51% of the Shares of the Issuer.  Pennant Master Fund, L.P. may be deemed to beneficially own 1,092,600 Shares, or 6.57% of the Shares of the Issuer.  Pennant Windward Master Fund, L.P. may be deemed to beneficially own 2,302,708 Shares, or 13.84% of the Shares of the Issuer.  Alan Fourier may be deemed to beneficially own 3,577,952 Shares, or 21.51% of the Shares of the Issuer.  The ownership percentages listed herein are based upon the 16,637,132 Shares outstanding as of May 7, 2009, according the Issuer’s most recent Form 10-Q filing.
 
Pennant Capital Management, L.L.C. shares the power to vote or direct the vote of 3,577,952 Shares to which this filing relates.
 
Pennant Capital Management, L.L.C. has the sole power to vote or direct the vote of 0 Shares to which this filing relates.
 
Pennant Capital Management, L.L.C. shares the power to dispose or direct the disposition of the 3,577,952 Shares to which this filing relates.
 
Pennant Capital Management, L.L.C. has the sole power to dispose or direct the disposition of 0 Shares to which this filing relates.
 
Pennant Capital Management, L.L.C. specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
 
Pennant Master Fund, L.P. shares the power to vote or direct the vote of 1,092,600 Shares to which this filing relates.
 
Pennant Master Fund, L.P. has the sole power to vote or direct the vote of 0 Shares to which this filing relates.
 
Pennant Master Fund, L.P. shares the power to dispose or direct the disposition of the 1,092,600 Shares to which this filing relates.
 
Pennant Master Fund, L.P. has the sole power to dispose or direct the disposition of 0 Shares to which this filing relates.
 
Pennant Master Fund, L.P. specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
 
Pennant Windward Master Fund, L.P. shares the power to vote or direct the vote of 2,302,708 Shares to which this filing relates.
 
Pennant Windward Master Fund, L.P. has the sole power to vote or direct the vote of 0 Shares to which this filing relates.
 
Pennant Windward Master Fund, L.P. shares the power to dispose or direct the disposition of the 2,302,708 Shares to which this filing relates.
 
Pennant Windward Master Fund, L.P. has the sole power to dispose or direct the disposition of 0 Shares to which this filing relates.
 
Pennant Windward Master Fund, L.P. specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
 
Alan Fournier shares the power to vote or direct the vote of 3,577,952 Shares to which this filing relates.
 
Alan Fournier has the sole power to vote or direct the vote of 0 Shares to which this filing relates.
 
Alan Fournier shares the power to dispose or direct the disposition of the 3,577,952 Shares to which this filing relates.
 
Alan Fournier has the sole power to dispose or direct the disposition of 0 Shares to which this filing relates.
 
Alan Fournier specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein.
 
Each of the Reporting Persons has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, a portion of the Shares reported herein.
 
The Reporting Persons have not purchased or sold any Shares during the past 60 days.
 
   
       

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect
  
 
to Securities of the Issuer.
  

 
NO MATERIAL CHANGE FROM PREVIOUS 13D FILED ON OCTOBER 22, 2007.
  
     
     

Item 7.
Material to be Filed as Exhibits.
  

 
Exhibit A: Agreement between the Reporting Persons to file jointly
  
     
     
 
 
 
 


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.

 
July 13, 2009
 
(Date)
   
 
PENNANT CAPITAL MANAGEMENT, L.L.C.*
 
 
/s/ Alan Fournier
 
Name: Alan Fournier
Title: Managing Member
   
 
PENNANT MASTER FUND, L.P.*
 
 
/s/ Alan Fournier
 
Name: Alan Fournier
Title: Managing Member of Pennant General Partner, L.L.C., its general partner

 
PENNANT WINDWARD MASTER FUND, L.P.*
 
 
/s/ Alan Fournier
 
Name: Alan Fournier
Title: Managing Member of Pennant General Partner, L.L.C., its general partner

 
ALAN FOURNIER*
 
/s/ Alan Fournier__________________________
 
 
* The Reporting Persons disclaim beneficial ownership over the securities reported herein except to the extent of the reporting persons’ pecuniary interest therein.
 
 
Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 
 
 

Exhibit A
 
JOINT FILING AGREEMENT
 
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of Class A Common Stock, par value $0.01 per share, of Woodbridge Holdings Corporation.
 
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
 
Executed this 13th day of July, 2009.
 
 
PENNANT CAPITAL MANAGEMENT, L.L.C.
 
 
/s/ Alan Fournier
Name: Alan Fournier
Title: Managing Member
 

 
PENNANT MASTER FUND, L.P.
 
 
/s/ Alan Fournier
 
Name: Alan Fournier
Title: Managing Member of Pennant General Partner, L.L.C., its general partner

 
PENNANT WINDWARD MASTER FUND, L.P.
 
 
/s/ Alan Fournier
 
Name: Alan Fournier
Title: Managing Member of Pennant General Partner, L.L.C., its general partner

 
ALAN FOURNIER
 
/s/ Alan Fournier__________________________
 
 
SK 03461 0009 1012096


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