-----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, LjDFwDewOyKF+f1PKhrwPe9lObZhDYS72RKqsjRJyOSSK27NtbVg4DhOxkvznk6F uvguIFwR007Szc5pdRZMng== 0001104659-10-001098.txt : 20100111 0001104659-10-001098.hdr.sgml : 20100111 20100111140146 ACCESSION NUMBER: 0001104659-10-001098 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100111 DATE AS OF CHANGE: 20100111 GROUP MEMBERS: ANTON V. SCHUTZ GROUP MEMBERS: BURNHAM FINANCIAL INDUSTRIES FUND FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MENDON CAPITAL ADVISORS CORP CENTRAL INDEX KEY: 0001177043 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1117 CHEESE FACTORY ROAD CITY: HONEYOE FALLS STATE: NY ZIP: 14472 BUSINESS PHONE: 5852631307 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN LIBERTY BANCORP CENTRAL INDEX KEY: 0001406251 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 260469120 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83392 FILM NUMBER: 10519762 BUSINESS ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.445.7800 MAIL ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: Global Consumer Acquisition Corp. DATE OF NAME CHANGE: 20070710 SC 13G 1 a10-1567_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G
(Rule 13d-102)

 

Under the Securities Exchange Act of 1934
(Amendment No.     )(1)

 

Western Liberty Bancorp

(Name of Issuer)

Common Stock

(Title of Class of Securities)

961443108

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

 

(1) The remainder of this cover page shall be filled out for a 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 (the “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.

Names of Reporting Persons
Mendon Capital Advisors Corp.

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

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
1,728,509

 

6.

Shared Voting Power
- 0 -

 

7.

Sole Dispositive Power
1,728,509

 

8.

Shared Dispositive Power
- 0 -

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,728,509

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
15.77%

 

 

12.

Type of Reporting Person (See Instructions)
CO, IA

 

2


 

 

1.

Names of Reporting Persons
Anton V. Schutz

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
U.S.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,728,509

 

6.

Shared Voting Power
- 0 -

 

7.

Sole Dispositive Power
1,728,509

 

8.

Shared Dispositive Power
- 0 -

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,728,509

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
15.77%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

3


 

 

1.

Names of Reporting Persons
Burnham Financial Industries Fund

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

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
1,159,495

 

6.

Shared Voting Power
- 0 -

 

7.

Sole Dispositive Power
1,159,495

 

8.

Shared Dispositive Power
- 0 -

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,159,495

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.58%

 

 

12.

Type of Reporting Person (See Instructions)
IC

 

4


 

Item 1.

 

(a)

Name of Issuer:
The name of the issuer is Western Liberty Bancorp (the “Issuer”).

 

(b)

Address of Issuer’s Principal Executive Offices:
The Issuer’s principal executive offices are located at 1370 Avenue of the Americas, 28th Floor, New York, New York 10019.

 

Item 2.

 

(a)

Name of Person(s) Filing:
This statement is filed by:

 

Mendon Capital Advisors Corp.

Anton V. Schutz

Burnham Financial Industries Fund

 

(b)

Address of Principal Business Office or, if none, Residence:
The address of the principal business office of Mendon Capital Advisors Corp. and Anton V. Schutz is 150 Allens Creek Road, Rochester, New York 14618.  The address of the principal business office of Burnham Financial Industries Fund is 1325 Avenue of the Americas, 26th Floor, New York, NY 10019.

 

(c)

Citizenship:
Mendon Capital Advisors Corp. is organized under the laws of Delaware. 

Anton V. Schutz is a United States citizen.

Burnham Financial Industries Fund is a series of Burnham Investors Trust, a statutory trust organized under the laws of Delaware.

 

(d)

Title of Class of Securities:
Common Stock

 

(e)

CUSIP Number:
961443108

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

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)

x

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

x

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

x

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations 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

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

5


 

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.

 

Mendon Capital Advisors Corp., in its capacity as investment adviser to Burnham Financial Industries Fund, a registered investment company, and other investment advisory clients, has the sole right to vote and dispose of the shares of the Issuer’s common stock.  Anton V. Schutz is the sole shareholder and President of Mendon Capital Advisors Corp.  Mendon Capital Advisors Corp. and Mr. Schutz disclaim beneficial ownership of the common stock of the Issuer.

 

(a)

Amount beneficially owned:   

Mendon Capital Advisors Corp.:  1,728,509

Anton V. Schutz:  1,728,509

Burnham Financial Industries Fund:  1,159,495

 

(b)

Percent of class:   

Mendon Capital Advisors Corp.:  15.77%

Anton V. Schutz:  15.77%

Burnham Financial Industries Fund:  10.58%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

Mendon Capital Advisors Corp.:  1,728,509

Anton V. Schutz:  1,728,509

Burnham Financial Industries Fund:  1,159,495

 

 

(ii)

Shared power to vote or to direct the vote:    

Mendon Capital Advisors Corp.:  -0-

Anton V. Schutz:  -0-

Burnham Financial Industries Fund:  -0-

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

Mendon Capital Advisors Corp.:  1,728,509

Anton V. Schutz:  1,728,509

Burnham Financial Industries Fund:  1,159,495

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

Mendon Capital Advisors Corp.:  -0-

Anton V. Schutz:  -0-

Burnham Financial Industries Fund:  -0-

 

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.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Various persons, as investment advisory clients of Mendon Capital Advisors Corp., have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock of the Issuer.  To the knowledge of Mendon Capital Advisors Corp., no one such person’s interest in the common stock of the Issuer is more than five percent of the total outstanding common stock of the Issuer. 

 

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

 

6


 

Item 10.

Certification.

Each of the Reporting Persons hereby makes the following certification:

 

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 that purpose or effect.

 

SIGNATURE

 

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

 

EXECUTED as a sealed instrument this 8th day of January, 2010.

 

 

Mendon Capital Advisors Corp.

 

 

 

 

By:

/s/ Anton V. Schutz

 

 

By: Anton V. Schutz

 

 

Its: President

 

 

 

 

 

 

 

/s/ Anton V. Schutz

 

Anton V. Schutz

 

 

 

 

 

 

 

Burnham Financial Industries Fund, a series of Burnham Investors Trust

 

 

 

 

By:

/s/ Thomas Calabria

 

 

By: Thomas Calabria

 

 

Its: Chief Compliance Officer

 

7


 

Exhibit 1

 

AGREEMENT

 

Each of the undersigned, pursuant to Rule 13d-1(k)(l) under the Securities Exchange Act of 1934, as amended, hereby agrees that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Western Liberty Bancorp, and that the Schedule 13G to which this Agreement is appended as Exhibit 1 is to be filed on behalf of each of the undersigned on or about the date hereof.

 

EXECUTED as a sealed instrument this 8th day of January, 2010.

 

 

 

Mendon Capital Advisors Corp.

 

 

 

 

By:

/s/ Anton V. Schutz

 

 

By: Anton V. Schutz

 

 

Its: President

 

 

 

 

 

 

 

/s/ Anton V. Schutz

 

Anton V. Schutz

 

 

 

 

 

 

 

Burnham Financial Industries Fund, a series of Burnham Investors Trust

 

 

 

 

By:

/s/ Thomas Calabria

 

 

By: Thomas Calabria

 

 

Its: Chief Compliance Officer

 

8

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