-----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, Bf1/V0b2lPDKCGdY+Qm0J/Q+dBqcfc2F+2/FvAHzolnhFrgjbKamnm4xkIjvsugR AVLriijEh/D++UQ3Jdwd8w== 0001056569-10-000015.txt : 20100212 0001056569-10-000015.hdr.sgml : 20100212 20100212152119 ACCESSION NUMBER: 0001056569-10-000015 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100212 DATE AS OF CHANGE: 20100212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Gerova Financial Group Ltd CENTRAL INDEX KEY: 0001407437 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83523 FILM NUMBER: 10598496 BUSINESS ADDRESS: STREET 1: PO BOX 309 GT STREET 2: UGLAND HOUSE SOUTH CHURCH STREET CITY: GEORGE TOWN STATE: E9 ZIP: 00000 BUSINESS PHONE: 407 805 0879 MAIL ADDRESS: STREET 1: PO BOX 309 GT STREET 2: UGLAND HOUSE SOUTH CHURCH STREET CITY: GEORGE TOWN STATE: E9 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: ASIA SPECIAL SITUATION ACQUISITION CORP DATE OF NAME CHANGE: 20070720 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOEB ARBITRAGE MANAGEMENT LP CENTRAL INDEX KEY: 0001056569 IRS NUMBER: 133269993 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2124837000 MAIL ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 FORMER COMPANY: FORMER CONFORMED NAME: LOEB ARBITRAGE MANAGEMENT, LLC DATE OF NAME CHANGE: 20080506 FORMER COMPANY: FORMER CONFORMED NAME: LOEB ARBITRAGE MANAGEMENT INC DATE OF NAME CHANGE: 19990325 SC 13G/A 1 f09-12_3113ga1.htm f09-12_3113ga1.htm
 
 

 

UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No 1)*
 
Asia Special Situation Acquisition Corp.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
G0538M105
(CUSIP Number)
 
Alexander H. McMillan, Esq.
c/o Loeb Partners Corporation
61 Broadway, New York, N.Y. 10006 (212) 483-7069
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
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:
[  ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[  ] 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 disclosures provided in a prior cover page.
 



 
 

 


CUSIP No.
G0538M105
   
1. Name of Reporting Person
Loeb Arbitrage Management LP
   
I.R.S. Identification No. of Above Person
 
   
2. Check the Appropriate Box if a Member of a Group
(a) [X]
 
(b) [  ]
   
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
95,770
   
7. Sole Dispositive Power
-0-
   
8. Shared Dispositive Power
95,770
   
9. Aggregate Amount of Beneficially Owned by Each Reporting Person
95,770
   
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[  ]
   
11. Percent of Class Represented by Amount in Row (9)
0.68%
   
12. Type of Reporting Person
IA
   


 
 

 


CUSIP No.
G0538M105
   
1. Name of Reporting Person
Loeb Arbitrage Fund
   
I.R.S. Identification No. of Above Person
 
   
2. Check the Appropriate Box if a Member of a Group
(a) [X]
 
(b) [  ]
   
3. SEC Use Only
 
   
4. Citizenship or Place of Organization
New York
 
Number of Shares Beneficially Owned by Each Reporting Person With
   
5. Sole Voting Power
786,819
   
6. Shared Voting Power
-0-
   
7. Sole Dispositive Power
786,819
   
8. Shared Dispositive Power
-0-
   
9. Aggregate Amount of Beneficially Owned by Each Reporting Person
786,819
   
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[  ]
   
11. Percent of Class Represented by Amount in Row (9)
5.62%
   
12. Type of Reporting Person
PN
   

 
 

 


CUSIP No.
G0538M105
   
1. Name of Reporting Person
Loeb Offshore Fund Ltd.
   
I.R.S. Identification No. of Above Person
 
   
2. Check the Appropriate Box if a Member of a Group
(a) [X]
 
(b) [  ]
   
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
77,093
   
6. Shared Voting Power
-0-
   
7. Sole Dispositive Power
77,093
   
8. Shared Dispositive Power
-0-
   
9. Aggregate Amount of Beneficially Owned by Each Reporting Person
77,093
   
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[  ]
   
11. Percent of Class Represented by Amount in Row (9)
 0.55%
   
12. Type of Reporting Person
CO
   
** Calculations are based on 14,000,000 shares of Ordinary Shares (“Ordinary Shares”) of Asia Special Situation Acquisition Corp. (the “Issuer”) outstanding as of January 7, 2010 as reported in the Issuer’s definitive proxy statement.


 
 

 


Item 1(a).
Name of Issuer
   
Asia Special Situation Acquisition Corp.
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
   
c/o M&C Corporate Services Limited
P.O. Box 309GT, Ugland House, South Church Street
George Town, Grand Cayman, Cayman Islands
   
Item 2(a).
Name of Person(s) Filing
   
Loeb Arbitrage Management LP (“LAM”)
Loeb Arbitrage Fund (“LAF”)
Loeb Offshore Fund Ltd. (“LOF”)
   
Item 2(b).
Address of Principal Business Office
   
All filing person(s) and associated investment advisors referenced herein are located at:
61 Broadway, 24th Floor
New York, NY 10006
   
Item 2(c)
Citizenship or Place of Organization
     
LAM is a limited partnership organized under the laws of the State of Delaware.
 
LAF is a limited partnership organized under the laws of the State of New York
 
LOF is a Cayman Islands exempted company.
   
Item 2(d).
Title of Class of Securities
   
 
Common Stock
   
Item 2(e).
CUSIP Number:
   
 
G0538M105

 
 

 


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

(a) [  ] A broker or dealer under Section 15 of the 1934 Act
(b) [  ] A bank as defined in Section 3(a)(6) of the 1934 Act
(c)  [  ] An insurance company as defined in Section 3(a) (19) of the 1934 Act
(d) [  ] An investment company registered under Section 8 of the Investment Company Act of 1940
(e) [  ] An investment advisor in accordance with  Rule 13d-1(b)(1)(ii)(E)
(f) [  ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
(g) [  ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
(h) [  ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
(i) [  ] A church plan that is excluded from the definition of Investment Company under Section 3(c)(14) of the Investment Company Act of 1940
(j) [  ] A group, in accordance with Rule 13d-1(b)(1)(ii)(J)


   
Item 4.
Ownership
   
(a)
Amount Beneficially Owned:
   
 
See Item 9 of cover pages.
   
(b)
Percent of Class:
   
 
See Item 11 of cover pages.
   
(c)
Number of shares as to which the person has:
   
 
(i)
sole power to vote or to direct the vote
 
(ii)
shared power to vote or to direct the vote
 
(iii)
sole power to dispose or to direct the disposition
 
(iv)
shared power to dispose or to direct the disposition
     
 
See Items 5-8 of cover pages.
   
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 [  ].

 
 

 


   
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
   
 
LAM is a registered investment adviser.  LAM may invest on behalf of itself and clients for which it has investment discretion.
 
LAF’s general partner is Loeb Arbitrage Management LP.   
 
LOF’s registered investment advisor is Loeb Offshore Management LP (“LOM”), a Delaware limited partnership.
 
   
Item 9.
Notice of Dissolution of Group
   
 
Not applicable.
   
Item 10.
Certification
   
 
Not applicable.
   

 
 

 

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.
   
LOEB ARBITRAGE MANAGEMENT LP
     
     
Date:  February 12, 2010
 
By:_ /s/ Alexander H. McMillan
   
Alexander H. McMillan
   
Vice President
     
   
LOEB ARBITRAGE FUND
   
By: LOEB ARBITRAGE MANAGEMENT LP, G.P.
     
     
Date: February 12, 2010
 
By:_ /s/ Alexander H. McMillan
   
Alexander H. McMillan
   
Vice President
     
   
LOEB OFFSHORE FUND LTD.
     
     
Date: February 12, 2010
 
By:_ /s/ Alexander H. McMillan
   
Alexander H. McMillan
   
Vice President
     


 
 

 

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