-----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, D17NA/u7Km+ZSrwyo1qZc5S+O/AmaXHZLeDK5Xr79w5g+d7jO1n8FbSZAKFCEOFf PYdw7P9CpRK3iBZMCTAO7w== 0001104659-07-053369.txt : 20070711 0001104659-07-053369.hdr.sgml : 20070711 20070711151751 ACCESSION NUMBER: 0001104659-07-053369 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070711 DATE AS OF CHANGE: 20070711 GROUP MEMBERS: ASENETH PINDER GROUP MEMBERS: BORIS STEIN GROUP MEMBERS: GILBERT A. WARD GROUP MEMBERS: GUIDANCE HOLDINGS INC. GROUP MEMBERS: THE GUIDANCE TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Shermen WSC Acquisition Corp CENTRAL INDEX KEY: 0001361872 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 204755936 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82912 FILM NUMBER: 07974186 BUSINESS ADDRESS: STREET 1: C/O THE SHERMEN GROUP STREET 2: 1251 AVENUE OF THE AMERICAS SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212 332 2960 MAIL ADDRESS: STREET 1: C/O THE SHERMEN GROUP STREET 2: 1251 AVENUE OF THE AMERICAS SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BTR Asset Management Ltd. CENTRAL INDEX KEY: 0001405947 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: QUEENSGATE HOUSE, SOUTH CHURCH STREET STREET 2: P.O. BOX 1234 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 BUSINESS PHONE: 416-849-2591 MAIL ADDRESS: STREET 1: QUEENSGATE HOUSE, SOUTH CHURCH STREET STREET 2: P.O. BOX 1234 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 SC 13G 1 a07-18407_2sc13g.htm SC 13G

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934


(Amendment No.     )*

 

Shermen WSC Acquisition Corp.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

824197107

(CUSIP Number)

May 24, 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. 824197107

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
BTR Asset Management Limited

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

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
None.

 

6.

Shared Voting Power
1,665,000

 

7.

Sole Dispositive Power
None.

 

8.

Shared Dispositive Power
1,665,000

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,665,000

 

 

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)
5.8%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 




 

CUSIP No. 824197107

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Guidance Holdings Inc.

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Bahamas

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
1,665,000

 

7.

Sole Dispositive Power
None.

 

8.

Shared Dispositive Power
1,665,000

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,665,000

 

 

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)
5.8%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 




 

CUSIP No. 824197107

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
The Guidance Trust

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Bahamas

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
1,665,000

 

7.

Sole Dispositive Power
None.

 

8.

Shared Dispositive Power
1,665,000

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,665,000

 

 

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)
5.8%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 




 

CUSIP No. 824197107

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Boris Stein

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Bahamas

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
1,665,000

 

7.

Sole Dispositive Power
None.

 

8.

Shared Dispositive Power
1,665,000

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,665,000

 

 

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)
5.8%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 




 

CUSIP No. 824197107

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Gilbert A. Ward

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Bahamas

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
1,665,000

 

7.

Sole Dispositive Power
None.

 

8.

Shared Dispositive Power
1,665,000

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,665,000

 

 

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)
5.8%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 




 

CUSIP No. 824197107

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Aseneth Pinder

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Bahamas

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
1,665,000

 

7.

Sole Dispositive Power
None.

 

8.

Shared Dispositive Power
1,665,000

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,665,000

 

 

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)
5.8%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 




 

Item 1.

 

(a)

Name of Issuer
Shermen WSC Acquisition Corp.

 

(b)

Address of Issuer’s Principal Executive Offices
c/o The Shermen Group

1251 Avenue of the Americas, Suite 900

New York, NY 10020

 

Item 2.

 

(a)

Name of Person Filing
See Cover Pages, item 1.

 

(b)

Address of Principal Business Office or, if none, Residence
BTR Asset Management Limited

Queensgate House

South Church Street

P.O. Box 1234

Grand Cayman KY1-1108

Cayman Islands

 

Guidance Holdings Inc.

British Colonial Centre of Commerce

One Bay Street, Suite 303, P.O. Box N-7115

Nassau, Bahamas

 

The Guidance Trust

British Colonial Centre of Commerce

One Bay Street, Suite 303, P.O. Box N-7115

Nassau, Bahamas

 

Boris Stein

Gilbert A. Ward

Aseneth Pinder

c/o The Guidance Trust

British Colonial Centre of Commerce

One Bay Street, Suite 303, P.O. Box N-7115

Nassau, Bahamas

 

(c)

Citizenship
See Cover Pages, item 4.

 

(d)

Title of Class of Securities
Common Stock, $0.0001 per share (“Common Stock”)

 

(e)

CUSIP Number
824197107

 

Item 3.

Statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c):

 

Not applicable.

 




 

Item 4.

Ownership

 

See Cover Pages, items 5 through 11.

The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons (as defined below) are based upon 28,750,000 shares of Common Stock outstanding as of May 30, 2007, following the Issuer’s completion of its initial public offering and the underwriters’ exercise of their over-allotment option, both of which occurred on May 30, 2007, as such information was reported by the Issuer on a Form 8-K filed on June 5, 2007.

As of the date of this filing, each Reporting Person may be deemed to be the beneficial owner of 1,665,000 shares of Common Stock, which shares are a constituent part of the Issuer’s units (“Units”) of which the Funds (as defined below) hold 1,665,000 in the aggregate. Each Unit consists of (a) one share of Common Stock, and (b) two warrants (“Warrants”). Each Warrant entitles the holder to purchase one share of the Issuer’s Common Stock at a price of $5.00. Each Warrant will become exercisable on the later of the Issuer’s completion of a business combination and May 24, 2008, and will expire on May 24, 2011, or earlier upon redemption. As of the date of this filing, to the Reporting Persons’ knowledge, the Issuer has not announced the completion of a business combination.

Collectively, the securities reported in this Schedule 13G are held by BTR Global Arbitrage Trading Limited (which owns 430,000 Units); BTR Global Growth Trading Limited (which owns 385,000 Units); and BTR Global Opportunity Trading Limited (which owns 850,000 Units) (collectively, the “Funds”).  BTR Asset Management Limited is the investment manager to each of the Funds.  Guidance Holdings Inc. owns all of the voting stock of BTR Asset Management Limited. The Guidance Trust owns all of the voting stock of Guidance Holdings Inc.  Boris Stein, Gilbert A. Ward and Aseneth Pinder are the trustees of The Guidance Trust.

BTR Asset Management Limited, Guidance Holdings Inc., The Guidance Trust, Boris Stein, Gilbert A. Ward and Aseneth Pinder are collectively referred to as the “Reporting Persons” in this Schedule 13G.

 

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

 

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.

Certification

 

By signing below, each of the undersigned certifies that, to the best of his or its individual knowledge and belief, the securities referred to above were not acquired, and are not held, for the purpose, or with the effect, of changing or influencing the control of the issuer of the securities, and were not acquired, and are not held, by the undersigned 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 knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such entity or individual is true, complete and correct.

Dated: July 10, 2007

 

BTR Asset Management Limited

 

 

 

 

 

By:

/s/ Gilbert A. Ward

 

 

 

 

Name: Gilbert A. Ward

 

 

 

Title: Director

 

 

 

 

 

 

 

 

Guidance Holdings Inc.

 

 

 

 

 

By:

/s/ Gilbert A. Ward

 

 

 

 

Name:

Gilbert A. Ward

 

 

 

Title:

Director of Newmark Services Limited

 

 

 

 

Sole Director

 

 

 

 

 

 

 

 

The Guidance Trust

 

 

 

 

 

By:

/s/ Gilbert A. Ward

 

 

 

 

Name: Gilbert A. Ward

 

 

 

Title: Trustee

 

 

 

 

 

 

 

 

 

 

By:

/s/ Boris Stein

 

 

 

 

Name: Boris Stein

 

 

 

Title: Trustee

 

 

 

 

 

 

 

 

 

 

By:

/s/ Aseneth Pinder

 

 

 

 

Name: Aseneth Pinder

 

 

 

Title: Trustee

 

 

 

 

 

 

 

 

 

 

 

/s/ Boris Stein

 

 

 

 

Name: Boris Stein

 

 

 

Capacity: Individually

 

 

 

 

 

 

 

 

 

 

 

/s Gilbert A. Ward

 

 

 

 

Name: Gilbert A. Ward

 

 

 

Capacity: Individually

 

 

 

 

 

 

 

 

 

 

 

/s/ Aseneth Pinder

 

 

 

 

Name: Aseneth Pinder

 

 

 

Capacity: Individually

 




EXHIBIT I

Joint Filing Agreement

BTR Asset Management Limited, a corporation existing under the laws of the Cayman Islands, Guidance Holdings Inc., a corporation existing under the laws of the Bahamas, The Guidance Trust, a trust existing under the laws of the Bahamas, and Boris Stein, Gilbert A. Ward and Aseneth Pinder, each an individual, hereby agree to file jointly the statement on Schedule 13G to which this Agreement is attached and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning any other party unless such party knows or has reason to believe such information is inaccurate.

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments  thereto, filed on behalf of each of the parties hereto.

Dated: July 10, 2007

 

BTR Asset Management Limited

 

 

 

 

 

By:

/s/ Gilbert A. Ward

 

 

 

 

Name: Gilbert A. Ward

 

 

 

Title: Director

 

 

 

 

 

 

 

 

Guidance Holdings Inc.

 

 

 

 

 

By:

/s/ Gilbert A. Ward

 

 

 

 

Name:

Gilbert A. Ward

 

 

 

Title:

Director of Newmark Services Limited
Sole Director

 

 

 

 

 

 

 

 

The Guidance Trust

 

 

 

 

 

By:

/s/ Gilbert A. Ward

 

 

 

 

Name: Gilbert A. Ward

 

 

 

Title: Trustee

 

 

 

 

 

 

 

 

 

 

By:

/s/ Boris Stein

 

 

 

 

Name: Boris Stein

 

 

 

Title: Trustee

 

 

 

 

 

 

 

 

 

 

By:

/s/ Aseneth Pinder

 

 

 

 

Name: Aseneth Pinder

 

 

 

Title: Trustee

 

 

 

 

 

 

 

 

 

 

 

/s/ Boris Stein

 

 

 

 

Name: Boris Stein

 

 

 

Capacity: Individually

 

 

 

 

 

 

 

 

 

 

 

/s/ Gilbert A. Ward

 

 

 

 

Name: Gilbert A. Ward

 

 

 

Capacity: Individually

 

 

 

 

 

 

 

 

 

 

 

/s/ Aseneth Pinder

 

 

 

 

Name: Aseneth Pinder

 

 

 

Capacity: Individually

 



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