-----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, DF5oWJVQK3ZLFjZgF2QRvvhCTZRoboIoWBu3kwmmTHPl7xLcsohkmdZu4yAsSA3G 4Qyr9ZIM+uHKYhRjDHS7PQ== 0001144204-08-037083.txt : 20080627 0001144204-08-037083.hdr.sgml : 20080627 20080627124943 ACCESSION NUMBER: 0001144204-08-037083 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080627 DATE AS OF CHANGE: 20080627 GROUP MEMBERS: LIGHTHOUSE CAPITAL INSURANCE COMPANY GROUP MEMBERS: THE RONALD VALENTA IRREVOCABLE LIFE INSURANCE TRUST NO. 1 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: General Finance CORP CENTRAL INDEX KEY: 0001342287 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81724 FILM NUMBER: 08921709 BUSINESS ADDRESS: STREET 1: 39 EAST UNION STREET CITY: PASADENA STATE: CA ZIP: 91103 BUSINESS PHONE: 626-584-9722 MAIL ADDRESS: STREET 1: 39 EAST UNION STREET CITY: PASADENA STATE: CA ZIP: 91103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OLOWALU HOLDINGS LLC CENTRAL INDEX KEY: 0001391351 IRS NUMBER: 743050654 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 28633 S WESTERN AVENUE 201 CITY: RANCHO PALO VERDES STATE: CA ZIP: 90275 BUSINESS PHONE: 310 833 5100 MAIL ADDRESS: STREET 1: 28633 S WESTERN AVENUE 201 CITY: RANCHO PALO VERDES STATE: CA ZIP: 90275 SC 13G/A 1 v118417_sc13g-a.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
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SCHEDULE 13G

Under the Securities and Exchange Act of 1934

(Amendment No. 2)*

General Finance Corporation
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
369822101
(CUSIP Number)
 
May 30, 2008
(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 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. 369822101
13G
Page 2 of 9 Pages
 
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Olowalu Holdings, LLC (FEIN: 74-3050654).
Lighthouse Capital Insurance Company.
The Ronald Valenta Irrevocable Life Insurance Trust No. 1.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 
(a)
o
 
(b)
x
 
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION

Olowalu Holdings, LLC, is a Hawaiian limited liability company.
Lighthouse Capital Insurance Company, is a Cayman Islands exempted limited company.
The Ronald Valenta Irrevocable Life Insurance Trust No. 1., is a California trust.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
 
5.
SOLE VOTING POWER*

 
(i)
Olowalu Holdings, LLC: 0

 
(ii)
Lighthouse Capital Insurance Company: 0

 
(iii)
The Ronald Valenta Irrevocable Life Insurance Trust No. 1: 0

6.
SHARED VOTING POWER*

 
(i)
Olowalu Holdings, LLC: 1,076,514

 
(ii)
Lighthouse Capital Insurance Company: 1,076,514

 
(iii)
The Ronald Valenta Irrevocable Life Insurance Trust No. 1: 0

7.
SOLE DISPOSITIVE POWER*

 
(i)
Olowalu Holdings, LLC: 0

 
(ii)
Lighthouse Capital Insurance Company: 0

 
(iii)
The Ronald Valenta Irrevocable Life Insurance Trust No. 1: 0

8.
SHARED DISPOSITIVE POWER*

 
(i)
Olowalu Holdings, LLC: 1,076,514
 
CUSIP No. 369822101
13G
Page 3 of 9 Pages
 
 
(ii)
Lighthouse Capital Insurance Company: 1,076,514

 
(iii)
The Ronald Valenta Irrevocable Life Insurance Trust No. 1: 1,076,514
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,076,514*
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o 
Not applicable.
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.8%
12.
TYPE OF REPORTING PERSON
IC, OO (An international business company organized under the laws of the Cayman Islands), OO

*See Exhibit B for explanation of holdings.
CUSIP No. 369822101
13G
Page 4 of 9 Pages
 
Item 1(a).
Name of Issuer:

General Finance Corporation
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:

39 East Union Street
Pasadena, California 91103
 
Item 2(a).
Name of Person Filing:

Olowalu Holdings, LLC.
Lighthouse Capital Insurance Company.
The Ronald Valenta Irrevocable Life Insurance Trust No. 1.
 
Item 2(b).
Address of Principal Business Office, or if None, Residence:

The address of Olowalu Holdings, LLC, is 28633 South Western Ave. #201, Rancho Palos Verdes, CA 90275.

The address of Lighthouse Capital Insurance Company, is Buckingham Square, 2nd Floor, P.O. Box 69GT, Grand Cayman, Cayman Islands.

The address of The Ronald Valenta Irrevocable Life Insurance Trust No. 1, is 28633 South Western Ave. #201, Rancho Palos Verdes, CA 90275.
 
Item 2(c).
Citizenship:

Olowalu Holdings, LLC, is a Hawaiian limited liability company.
Lighthouse Capital Insurance Company, is a Cayman Islands exempted limited company.
The Ronald Valenta Irrevocable Life Insurance Trust No. 1, is a California trust.
 
Item 2(d).
Title of Class of Securities:

Common stock, par value $.001 per share
 
Item 2(e).
CUSIP Number:

369822101
 
Item 3.
Not applicable.

CUSIP No. 369822101
13G
Page 5 of 9 Pages
 
Item 4.
Ownership. (See Exhibit B for explanation of holdings)

(a)
Amount Beneficially Owned: (as of June 1, 2008)

 
(1)
Olowalu Holdings, LLC: 1,076,514

 
(2)
Lighthouse Capital Insurance Company: 1,076,514

 
(3)
The Ronald Valenta Irrevocable Life Insurance Trust No. 1: 1,076,514
 
(b)
Percent of Class:

 
(1)
Olowalu Holdings, LLC: 7.8%

 
(2)
Lighthouse Capital Insurance Company: 7.8%

 
(3)
The Ronald Valenta Irrevocable Life Insurance Trust No. 1: 7.8%
 
(c)
Number of shares as to which such person has:

 
(i)
sole power to vote or to direct the vote

 
(1)
Olowalu Holdings, LLC: 0

 
(2)
Lighthouse Capital Insurance Company: 0

 
(3)
The Ronald Valenta Irrevocable Life Insurance Trust No. 1: 0
 
 
(ii)
shared power to vote or to direct the vote

 
(1)
Olowalu Holdings, LLC: 1,076,514

 
(2)
Lighthouse Capital Insurance Company: 1,076,514

 
(3)
The Ronald Valenta Irrevocable Life Insurance Trust No. 1: 0
 
 
(iii)
sole power to dispose or to direct the disposition of

 
(1)
Olowalu Holdings, LLC: 0

 
(2)
Lighthouse Capital Insurance Company: 0

 
(3)
The Ronald Valenta Irrevocable Life Insurance Trust No. 1: 0
 
CUSIP No. 369822101
13G
Page 6 of 9 Pages
 
 
(iv)
shared power to dispose or to direct the disposition of

 
(1)
Olowalu Holdings, LLC: 1,076,514

 
(2)
Lighthouse Capital Insurance Company: 1,076,514

 
(3)
The Ronald Valenta Irrevocable Life Insurance Trust No. 1: 1,076,514
 
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.

Not applicable.
 
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.
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group.

Not applicable.
 
Item 9.
Notice of Dissolution of Group.
 
Not applicable.
 
Item 10.
Certifications.
 
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 such purpose or effect.

CUSIP No. 369822101
13G
Page 7 of 9 Pages
 
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.
 
 
June 27, 2008
 
(Date)
 
 
 
 
 
 
 
Olowalu Holdings, LLC
 
 
 
 
 
 
 
By:  
/s/  MARC PEREZ
 
Marc Perez, Manager
 
   
 
Lighthouse Capital Insurance Company
 
 
 
 
 
 
 
By:  
/s/ KATHERINE ARCH
 
Katherine Arch
 
Title: Account Manager
 
   
 
The Ronald Valenta Irrevocable Life 
Insurance Trust No. 1
 
 
 
 
 
 
 
By:  
/s/ RICK PIELAGO
 
Rick Pielago, Trustee

CUSIP No. 369822101
13G
Page 8 of 9 Pages
 
EXHIBIT A TO
SCHEDULE 13G
 
The undersigned hereby agree that the attached Schedule 13G shall be filed with the Securities and Exchange Commission on behalf of each of the undersigned.
 
 
  
 
 
June 27, 2008
 
(Date)
 
 
 
 
 
 
 
Olowalu Holdings, LLC
 
 
 
 
 
 
 
By:  
/s/ MARC PEREZ
 
Marc Perez, Manager
 
 
 
 
 
Lighthouse Capital Insurance Company
 
 
 
 
 
 
 
By:  
/s/ KATHERINE ARCH
 
Katherine Arch
 
Title: Account Manager
 
 
 
 
 
The Ronald Valenta Irrevocable Life 
Insurance Trust No. 1
 
 
 
 
 
 
 
By:  
/s/ RICK PIELAGO
 
Rick Pielago, Trustee

CUSIP No. 369822101
13G
Page 9 of 9 Pages
 
EXHIBIT B TO
SCHEDULE 13G

The Ronald Valenta Irrevocable Life Insurance Trust No. 1 (the “Trust”) owns a variable life insurance policy (the “Policy”) issued by Lighthouse Capital Insurance Company, a Cayman Islands company (“Lighthouse”). Lighthouse, indirectly through another wholly-owned subsidiary, Zero Sum Investments, a Cayman Islands company, owns 100% of the shares of Olowalu Holdings, LLC, a Hawaiian limited liability company (“Olowalu”).

Olowalu makes investments at the direction of the Trust with amounts paid by the Trust under the Policy. The Trust has no power to direct voting of the shares of General Finance Corporation (“GFC”) held by Olowalu.

As of June 1, 2008, Olowalu directly held 1,076,514 shares of GFC. Because the Trust may be deemed to exercise investment power of the shares of GFC owned by Olowalu, the Trust may be deemed to have beneficial ownership of 1,076,514 shares of GMC common stock held by Olowalu, representing approximately 7.8% of GFC’s outstanding common stock.

Because Lighthouse may be deemed to exercise voting and investment power over holdings of Olowalu, Lighthouse may be deemed to have beneficial ownership of 1,076,514 shares of GFC’s common stock held by Olowalu, representing 7.8% of GFC’s outstanding common stock.

The Trust disclaims any beneficial ownership in all of the shares beneficially owned by Olowalu, and this report shall not be deemed an admission by the Trust that such party is the beneficial owner of such shares for purposes of Section 16 or any other purpose.
 
 
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