-----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, N/LRyXpozjNVPw/xzd830Aq+TObU+QkwQnjnX4x0LEPk+4xSup030YcoFfQehO0F gH4LN1MNbosVjjORtoEUfw== 0001061768-08-000212.txt : 20081201 0001061768-08-000212.hdr.sgml : 20081201 20081201163924 ACCESSION NUMBER: 0001061768-08-000212 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081201 DATE AS OF CHANGE: 20081201 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RHI Entertainment, Inc. CENTRAL INDEX KEY: 0001410637 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84086 FILM NUMBER: 081222765 BUSINESS ADDRESS: STREET 1: 1325 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212 261-9100 MAIL ADDRESS: STREET 1: 1325 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAUPOST GROUP LLC/MA CENTRAL INDEX KEY: 0001061768 IRS NUMBER: 043402144 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10 ST JAMES AVE STREET 2: SUITE 1700 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-210-8300 MAIL ADDRESS: STREET 1: 10 ST JAMES AVE STREET 2: SUITE 1700 CITY: BOSTON STATE: MA ZIP: 02116 SC 13D/A 1 rhieamend113d.txt RHIE AMEND1 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1)* RHI ENTERTAINMENT, INC. ____________________________________________________________ (Name of issuer) Common Stock ___________________________________________________________ (Title of class of securities) 7495T104 ________________________________________________ (CUSIP number) Seth A. Klarman The Baupost Group, L.L.C. 10 St. James Avenue, Suite 1700 Boston, Massachusetts 02116 (617) 210-8300 With a copy to: Gregory D. Sheehan, Esq. Ropes & Gray LLP One International Place Boston, Massachusetts 02110 __________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 1, 2008 _____________________________________________________________ (Dates of Events which Require Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box []. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * 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. The information required on 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). SCHEDULE 13D - ----------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS The Baupost Group, L.L.C. - ----------------------------------------------------------------------------- - ---------------------------------------------------------- ------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [X] - ---------------------------------------------------------- ------------------ - ----------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 3,661,699 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 3,661,699 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,661,699 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.12%* 14. TYPE OF REPORTING PERSON (See Instructions) IA - ----------------------------------------------------------------------------- * The percentage ownership in the Issuer's Common Stock, $0.01 par value, is based upon 13,500,100 issued and outstanding shares as reported by the Issuer in its filing on Form 10-Q for the fiscal quarter ended September 30, 2008. SCHEDULE 13D - ----------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS Baupost Limited Partnership 1983 C-1 - ----------------------------------------------------------------------------- - ---------------------------------------------------------- ------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [X] - ---------------------------------------------------------- ------------------ - ----------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - ----------------------------------------------------------------------------- ---------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 948,574 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 948,574 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 948,574 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.02%* 14. TYPE OF REPORTING PERSON (See Instructions) PN - ----------------------------------------------------------------------------- (*) The percentage ownership in the Issuer's Common Stock, $0.01 par value, is based upon 13,500,100 issued and outstanding shares as reported by the Issuer in its filing on Form 10-Q for the fiscal quarter ended September 30, 2008. SCHEDULE 13D - ----------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS* SAK Corporation - ----------------------------------------------------------------------------- - ---------------------------------------------------------- ------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [X] - ---------------------------------------------------------- ------------------ - ----------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- 4. SOURCE OF FUNDS N/A - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 3,661,699 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 3,661,699 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,661,699 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.12%* 14. TYPE OF REPORTING PERSON (See Instructions) HC - ----------------------------------------------------------------------------- (*) The percentage ownership in the Issuer's Common Stock, $0.01 par value, is based upon 13,500,100 issued and outstanding shares as reported by the Issuer in its filing on Form 10-Q for the fiscal quarter ended September 30, 2008. * This statement on Schedule 13D is being jointly filed by The Baupost Group, L.L.C. ("Baupost"), Baupost Limited Partnership 1983 C-1, SAK Corporation and Seth A. Klarman. Baupost is a registered investment adviser and acts as an investment adviser to certain investment limited partnerships, including Baupost Limited Partnership 1983 C-1. SAK Corporation is the Manager of Baupost. Mr. Klarman, as the sole director and sole officer of SAK Corporation and a controlling person of Baupost, may be deemed to have beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934 of the securities beneficially owned by Baupost. Securities reported on this statement on Schedule 13D as being beneficially owned by Baupost include securities purchased on behalf of various investment limited partnerships, including Baupost Limited Partnership 1983 C-1. Pursuant to Rule 13d-4, Seth A. Klarman and SAK Corporation declare that the filing of this statement on Schedule 13D shall not be deemed an admission by either or both of them that they are, for the purposes of Sections 13(d) or 13(g) the beneficial owner of any securities covered by this statement on Schedule 13D, and further state that neither of them have any power to vote or dispose of, or direct the voting or disposition of, or direct the voting or disposition of, any of the securities covered by this statement on Schedule 13D. SCHEDULE 13D - ----------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS* Seth A. Klarman - ----------------------------------------------------------------------------- - ---------------------------------------------------------- ------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [X] - ---------------------------------------------------------- ------------------ - ----------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- 4. SOURCE OF FUNDS N/A - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 3,661,699 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 3,661,699 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,661,699 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.12%* 14. TYPE OF REPORTING PERSON (See Instructions) HC - ----------------------------------------------------------------------------- (*) The percentage ownership in the Issuer's Common Stock, $0.01 par value, is based upon 13,500,100 issued and outstanding shares as reported by the Issuer in its filing on Form 10-Q for the fiscal quarter ended September 30, 2008. * This statement on Schedule 13D is being jointly filed by The Baupost Group, L.L.C. ("Baupost"), Baupost Limited Partnership 1983 C-1, SAK Corporation and Seth A. Klarman. Baupost is a registered investment adviser and acts as an investment adviser to certain investment limited partnerships, including Baupost Limited Partnership 1983 C-1. SAK Corporation is the Manager of Baupost. Mr. Klarman, as the sole director and sole officer of SAK Corporation and a controlling person of Baupost, may be deemed to have beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934 of the securities beneficially owned by Baupost. Securities reported on this statement on Schedule 13D as being beneficially owned by Baupost include securities purchased on behalf of various investment limited partnerships, including Baupost Limited Partnership 1983 C-1. Pursuant to Rule 13d-4, Seth A. Klarman and SAK Corporation declare that the filing of this statement on Schedule 13D shall not be deemed an admission by either or both of them that they are, for the purposes of Sections 13(d) or 13(g) the beneficial owner of any securities covered by this statement on Schedule 13D, and further state that neither of them have any power to vote or dispose of, or direct the voting or disposition of, or direct the voting or disposition of, any of the securities covered by this statement on Schedule 13D. Item 1. Security and Issuer. This statement on Schedule 13D (the "Schedule 13D") relates to the common stock, par value $0.01, (the "Common Stock") of RHI Entertainment, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 1325 Avenue of the Americas, 21st Floor, New York, New York 10019. Item 2. Identity and Background. (a)-(c); (f) This Schedule 13D is being jointly filed by The Baupost Group, L.L.C. ("Baupost"), a Massachusetts limited liability company, Baupost Limited Partnership 1983 C-1 ("1983 C-1"), a Delaware limited partnership, SAK Corporation ("SAK"), a Massachusetts corporation, and Seth A. Klarman (together with Baupost, 1983 C-1 and SAK, the "Reporting Persons"). Baupost is a registered investment adviser. The principal business of Baupost is to act as an investment adviser to certain investment limited partnerships (the "Investment Funds"), including 1983 C-1, and securities reported on this Schedule 13D as being beneficially owned by Baupost include securities purchased on behalf of such Investment Funds. SAK is the Manager of Baupost. Mr. Klarman, a United States citizen, is the sole director and the President, Treasurer and Secretary of SAK and a controlling person of Baupost. As the sole director and sole officer of SAK and a controlling person of Baupost, Mr. Klarman may be deemed to have beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") of the securities beneficially owned by Baupost. Pursuant to Exchange Act Rule 13d-4, Mr. Klarman and SAK Corporation declare that the filing of this Schedule 13D shall not be deemed an admission by either or both of them that they are, for the purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13D, and further state that neither of them have any power to vote or dispose of, or direct the voting or disposition of, or direct the voting or disposition of, any of the securities covered by this Schedule 13D. The address of the principal business and principal office of each of the Reporting Persons is 10 St. James Avenue, Suite 1700, Boston, Massachusetts 02116. The Reporting Persons are filing jointly, and the agreement among them to file jointly is attached hereto as Exhibit A and incorporated herein by reference. The execution and filing of such joint filing agreement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group. (d)-(e) None of the Reporting Persons has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The total amount of funds used for the purchases of shares of Common Stock, as reported in Item 5(c), was $731,042.00. The source of funds for purchases of shares is the capital of the Investment Funds. Item 4. Purpose of Transaction. The shares were acquired for investment in the ordinary course of business. Although the Reporting Persons intend from time to time to discuss with management issues about the Issuer and its strategic direction, none of the Reporting persons has any plans or proposals which would result in any of the following: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) Any action similar to any of those enumerated above. In general, the Reporting Persons will review their investment in the Common Stock from time to time and depending upon factors such as the financial performance of the Issuer, the availability and price of the Common Stock or other securities related to the Issuer, and other general market and investment conditions, the Reporting Persons may determine to: o acquire additional Common Stock through open market purchases or otherwise; o sell, trade, engage in short selling of, hedge, or enter into any similar transactions with respect to the Common Stock through the open market or otherwise; or o engage or participate in a transaction with the purpose or effect of changing or influencing the control of the Issuer. Such transactions, if they occur at all, may take place at any time and without prior notice. Item 5. Interest in Securities of the Issuer. (a)-(b) The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. (c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share for all transactions by the Reporting Persons in the shares of Common Stock within the last 60 days, are set forth below: - ------------------- ------------------------- --------------------------------- Name Date Price Number of Shares Per Share Purchased/(Sold)* - ------------------- ------------------------- --------------------------------- Baupost 11/26/2008 $4.00 181,400 1983 C-1 11/26/2008 $4.00 27,500 * Securities reported above as purchased by Baupost include securities purchased on behalf of various Investment Funds, including 1983 C-1. Therefore, the number of shares reported above as purchased by Baupost includes the number of shares reported above as purchased by 1983 C-1. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock set forth above. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. [There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or, to the knowledge of any of the Reporting Persons, any other person or entity referred to in Item 2, or between such persons and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.] Item 7. Material to be Filed as Exhibits. A. Joint Filing Agreement dated as of December 1, 2008 by and among Baupost, 1983 C-1, SAK and Seth A. Klarman. SIGNATURES After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete, and correct. Dated: December 1, 2008 THE BAUPOST GROUP, L.L.C. By: -------------------------------- Name: Seth A. Klarman Title: President BAUPOST LIMITED PARTNERSHIP 1983 C-1 By: The Baupost Group, L.L.C., its managing general partner By: -------------------------------- Name: Seth A. Klarman Title: President SAK CORPORATION By: ------------------------------- Name: Seth A. Klarman Title: President ------------------------------- Seth A. Klarman Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of Common Stock, $0.01 par value per share, of RHI Entertainment, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The execution and filing of this Agreement shall not be construed as an admission that the undersigned Reporting Persons are a group, or have agreed to act as a group. IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 1st day of December, 2008. THE BAUPOST GROUP, L.L.C. By: -------------------------------- Name: Seth A. Klarman Title: President BAUPOST LIMITED PARTNERSHIP 1983 C-1 By: The Baupost Group, L.L.C., its managing general partner By: -------------------------------- Name: Seth A. Klarman Title: President SAK CORPORATION By: ------------------------------- Name: Seth A. Klarman Title: President ------------------------------- Seth A. Klarman -----END PRIVACY-ENHANCED MESSAGE-----