-----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, I006SHAIF4u0+GeKYKPaJazUn5ytT4uqqiukjP0m9MwRvGtN6noUmofYYRpd/VX5 ZLPfv4AFyEMeum7fXoTQ3w== 0001132413-08-000018.txt : 20080129 0001132413-08-000018.hdr.sgml : 20080129 20080128175911 ACCESSION NUMBER: 0001132413-08-000018 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080129 DATE AS OF CHANGE: 20080128 GROUP MEMBERS: ISRAEL A. ENGLANDER GROUP MEMBERS: MILLENNIUM MANAGEMENT, L.L.C. GROUP MEMBERS: MILLENNIUM PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KBL Healthcare Acquisition Corp III CENTRAL INDEX KEY: 0001388356 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 208191477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83024 FILM NUMBER: 08555485 BUSINESS ADDRESS: STREET 1: 380 LEXINGTON AVENUE STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10168 BUSINESS PHONE: 212-319-5555 MAIL ADDRESS: STREET 1: 380 LEXINGTON AVENUE STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10168 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLENCO, L.L.C. CENTRAL INDEX KEY: 0001132413 IRS NUMBER: 133532932 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O MILLENNIUM MANAGEMENT, L.L.C. STREET 2: 666 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: (212) 841-4100 MAIL ADDRESS: STREET 1: C/O MILLENNIUM MANAGEMENT, L.L.C. STREET 2: 666 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 FORMER COMPANY: FORMER CONFORMED NAME: MILLENCO, L.P./NY DATE OF NAME CHANGE: 20050310 FORMER COMPANY: FORMER CONFORMED NAME: MILLENCO LP/NY DATE OF NAME CHANGE: 20010111 SC 13G/A 1 kha_sc13g-a1.htm SCHEDULE 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment No. 1)

KBL HEALTHCARE ACQUISITION CORP. III
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)

48241N107
(CUSIP Number)

JANUARY 17, 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:

     þ Rule 13d-1(b)

     o 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.
  
48241N107

SCHEDULE 13G

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2
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11
1
 NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 Millennium Partners, L.P.
 13-3521699
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
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

 200,000 
7
 SOLE DISPOSITIVE POWER

 -0- 
8
 SHARED DISPOSITIVE POWER

 200,000 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 200,000
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 1.0%
12 TYPE OF REPORTING PERSON

 PN
                     
CUSIP No.
  
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SCHEDULE 13G

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3
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1
 NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 Millenco LLC
 13-3532932
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
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

 -0- 
7
 SOLE DISPOSITIVE POWER

 -0- 
8
 SHARED DISPOSITIVE POWER

 -0-
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 -0-
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 0.0%
12 TYPE OF REPORTING PERSON

 OO, BD

                     
CUSIP No.
  
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SCHEDULE 13G

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1
 NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 Millennium Management LLC
 13-3804139
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
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

 200,000 
7
 SOLE DISPOSITIVE POWER

 -0- 
8
 SHARED DISPOSITIVE POWER

 200,000 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 200,000
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 1.0%
12 TYPE OF REPORTING PERSON

 OO
                     
CUSIP No.
  
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SCHEDULE 13G

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1
 NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 Israel A. Englander
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
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

 200,000 
7
 SOLE DISPOSITIVE POWER

 -0- 
8
 SHARED DISPOSITIVE POWER

 200,000 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 200,000
10
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 1.0%
12
 TYPE OF REPORTING PERSON

 IN
                     
CUSIP No.
  
48241N107

 SCHEDULE 13G

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Item 1.    
 
 (a) Name of Issuer:
 
    
 
  KBL Healthcare Acquisition Corp. III, a Delaware corporation (the "Company").
 
    
 
 (b) Address of Issuer’s Principal Executive Offices:
 
    
 
 

757 Third Avenue, 21st Floor
New York, New York 10017

     
Item 2.
 (a) Name of Person Filing:
 
 (b) Address of Principal Business Office:
 
 (c) Citizenship:
     
 
  Millennium Partners, L.P.
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Cayman Islands
 
    
 
  Millenco LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
    
 
  Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
    
 
  Israel A. Englander
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: United States
 
    
  (d) Title of Class of Securities:
common stock, par value $0.0001 per share ("Common Stock")
 
  (e) CUSIP Number:
     
    48241N107

Item 3.  If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 
  (a)   þ   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
             
 
  (b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
             
 
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
             
 
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
             
 
  (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
                     
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 SCHEDULE 13G

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  (f)   o    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
             
 
  (g)   þ   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
             
 
  (h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
             
 
  (i)   o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
             
 
  (j)   o   Group, in accordance with §240.13d-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:

   As of the date of this filing, Millennium Partners, L.P., a Cayman Islands exempted limited partnership ("Millennium Partners") may be deemed to be the beneficial owner of 200,000 shares of Common Stock, which shares are a constituent part of the Company’s units ("Units") of which Millennium Partners holds 200,000. Each Unit consists of one share of Common Stock and one warrant ("Warrant"). Each Warrant entitles the holder to purchase one share of the Company’s Common Stock at a price of $6.00. Each Warrant will become exercisable on the later of the Company’s completion of a business combination and July 19, 2008, and will expire on July 18, 2011, or earlier upon redemption. As of the date of this filing, the Company has not announced the completion of a business combination and therefore, the warrants are not exercisable. In addition to the 200,000 Warrants held by Millennium Partners as a constituent part of the Units, Millennium Part ners holds an additional 50,000 Warrants which are also not currently exercisable.

   Note: As of the date of this filing, Millenco LLC, a Delaware limited liability company ("Millenco") (formerly known as Millenco, L.P.) no longer beneficially owns any of the Company’s Common Stock. However, Millenco holds 1,048,400 Warrants which are also not currently exercisable.

   Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the managing partner of Millennium Partners and the manager of Millenco, and consequently may be deemed to have shared voting control and investment discretion over securities owned by Millennium Partners and Millenco. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. As a result, Mr. Englander may be deemed to have shared voting control and investment discretion over securities deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the shares owned by Millennium Partners or Millenco.

(b) Percent of Class:   

    Millennium Partners, Millennium Management and Mr. Englander may be deemed to be the beneficial owners of 1.0% of the Company’s Common Stock (see Item 4(a) above), which percentage was calculated based on 21,000,000 shares of Common Stock outstanding as of November 9, 2007, as disclosed by the Company on its Form 10-Q, dated November 13, 2007.

                     
CUSIP No.
  
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 SCHEDULE 13G

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(c) Number of shares as to which such person has:

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

   -0-

(ii) Shared power to vote or to direct the vote

   200,000

 (iii) Sole power to dispose or to direct the disposition of

   -0-

(iv) Shared power to dispose or to direct the disposition of

   200,000

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 þ .

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

    See Exhibit I.

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 its 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.

                     
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SCHEDULE 13G

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Exhibits:

Exhibit I:  Joint Filing Agreement, dated as of January 25, 2008, by and among Millennium Partners L.P., Millenco LLC, Millennium Management LLC and Israel A. Englander.

                     
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SCHEDULE 13G

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SIGNATURE

              

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: January 25, 2008

MILLENNIUM PARTNERS, L.P.

By: Millennium Management LLC
       its managing partner

By: /s/ Terry Feeney

Name: Terry Feeney
Title:  Chief Operating Officer

 

MILLENCO LLC

By: /s/ Mark Meskin

Name: Mark Meskin
Title:  Chief Executive Officer

 

MILLENNIUM MANAGEMENT LLC

By: /s/ Terry Feeney

Name: Terry Feeney
Title:  Chief Operating Officer

 

/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005

Israel A. Englander


                     
CUSIP No.
  
48241N107

SCHEDULE 13G

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      EXHIBIT I              
                     
      JOINT FILING AGREEMENT              

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0.0001 per share of KBL Healthcare Acquisition Corp. III, a Delaware corporation, will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: January 25, 2008

MILLENNIUM PARTNERS, L.P.

By: Millennium Management LLC
       its managing partner

By: /s/ Terry Feeney

Name: Terry Feeney
Title:  Chief Operating Officer

 

MILLENCO LLC

By: /s/ Mark Meskin

Name: Mark Meskin
Title:  Chief Executive Officer

 

MILLENNIUM MANAGEMENT LLC

By: /s/ Terry Feeney

Name: Terry Feeney
Title:  Chief Operating Officer

 

/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005

Israel A. Englander


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