-----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, J3m6Ir1J0QpEla1KbejhXuma2Lio5YXesEr2QP6P/V3F8G/20BkfM6Fec/lZHZvg JuQZdQqHt5MbC41mNyvXlQ== 0000902664-10-000786.txt : 20100216 0000902664-10-000786.hdr.sgml : 20100215 20100216143604 ACCESSION NUMBER: 0000902664-10-000786 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AutoChina International Ltd CENTRAL INDEX KEY: 0001417370 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] 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: 005-83865 FILM NUMBER: 10606501 BUSINESS ADDRESS: STREET 1: 10F, ROOM#1005, FORTUNE INT?L BUILDING STREET 2: NO. 17, NORTH DALIUSHU ROAD CITY: HAI DIAN DISTRICT, BEIJING STATE: F4 ZIP: 100081 BUSINESS PHONE: 86-106214-3561 MAIL ADDRESS: STREET 1: 10F, ROOM#1005, FORTUNE INT?L BUILDING STREET 2: NO. 17, NORTH DALIUSHU ROAD CITY: HAI DIAN DISTRICT, BEIJING STATE: F4 ZIP: 100081 FORMER COMPANY: FORMER CONFORMED NAME: Spring Creek Acquisition Corp. DATE OF NAME CHANGE: 20071102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lyrical Partners, L.P. CENTRAL INDEX KEY: 0001385013 IRS NUMBER: 200778705 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 405 PARK AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212.697.3200 MAIL ADDRESS: STREET 1: 405 PARK AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 p10-0419sc13ga.txt AUTOCHINA INTERNATIONAL LTD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13G/A Under The Securities Exchange Act of 1934 AutoChina International Ltd (f/k/a Spring Creek Acquisition Corp.) (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) G06750106 (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: [ ] 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 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 purposes 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). Page 1 of 9 Pages CUSIP No. G06750106 13G/A Page 2 of 9 Pages - ------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Jeffrey Keswin - ------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ------------------------------------------------------------------------------- (3) SEC USE ONLY - ------------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES ________________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER Warrants to purchase 94,437 Shares of Common Stock (see Item 4) OWNED BY ________________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ________________________________________________________________ PERSON WITH: (8) SHARED DISPOSITIVE POWER Warrants to purchase 94,437 Shares of Common Stock (see Item 4) - ------------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Warrants to purchase 94,437 Shares of Common Stock (see Item 4) - ------------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ------------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.9% - ------------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - ------------------------------------------------------------------------------- CUSIP No. G06750106 13G/A Page 3 of 9 Pages - ------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Lyrical Corp. I, LLC - ------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ------------------------------------------------------------------------------- (3) SEC USE ONLY - ------------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES ________________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER Warrants to purchase 94,437 Shares of Common Stock (see Item 4) OWNED BY ________________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ________________________________________________________________ PERSON WITH: (8) SHARED DISPOSITIVE POWER Warrants to purchase 94,437 Shares of Common Stock (see Item 4) - ------------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Warrants to purchase 94,437 Shares of Common Stock (see Item 4) - ------------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ------------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.9% - ------------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - ------------------------------------------------------------------------------- CUSIP No. G06750106 13G/A Page 4 of 9 Pages - ------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Lyrical Partners, L.P. - ------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ------------------------------------------------------------------------------- (3) SEC USE ONLY - ------------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES ________________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER Warrants to purchase 94,437 Shares of Common Stock (see Item 4) OWNED BY ________________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ________________________________________________________________ PERSON WITH: (8) SHARED DISPOSITIVE POWER Warrants to purchase 94,437 Shares of Common Stock (see Item 4) - ------------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Warrants to purchase 94,437 Shares of Common Stock (see Item 4) - ------------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ------------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.9% - ------------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - ------------------------------------------------------------------------------- CUSIP No. G06750106 13G/A Page 5 of 9 Pages Item 1. (a) Name of Issuer AutoChina International Ltd (f/k/a Spring Creek Acquisition Corp.) (the "Company"). (b) Address of Issuer's Principal Executive Offices No. 322, Zhongshan East Road Shijiazhuang, Hebei People's Republic of China Item 2(a). Name of Person Filing This statement is filed by the entities and persons listed below, who are collectively referred to herein as "Reporting Persons," with respect to Shares (as defined in Item 2(d) below) of the Company: (i) Jeffrey Keswin (ii) Lyrical Corp. I, LLC ("Lyrical Corp.") (iii) Lyrical Partners, L.P. ("Lyrical") Item 2(b). Address of Principal Business Office or, if none, Residence The address of the principal business office of each of the Reporting Persons is: 405 Park Avenue, 6th Floor New York, New York 10022 Item 2(c). Citizenship Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Item 2(d) Title of Class of Securities Common Stock, $0.001 par value (the "Shares") Item 2(e) CUSIP Number G06750106 Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). CUSIP No. G06750106 13G/A Page 6 of 9 Pages (e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] 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) [ ] Group, in accordance with Rule 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. Lyrical serves as principal investment manager to a number of investment funds with respect to which it has voting and dispositive authority over the Shares reported in this Schedule 13G/A. Lyrical Corp. serves as the general partner of Lyrical. As such, Lyrical Corp. may be deemed to control Lyrical and, therefore, may be deemed to be the beneficial owner of the Shares reported in this Schedule 13G/A. Mr. Jeffrey Keswin is the Managing Partner of Lyrical Corp. As such, he may be deemed to control Lyrical Corp. and therefore may be deemed to be the beneficial owner of the Shares reported in this Schedule 13G/A. A. Jeffrey Keswin (a) Amount beneficially owned: Warrants to purchase 94,437 shares of Common Stock (b) Percent of class: 0.9% based upon the 10,027,442 shares of Common Stock outstanding as of September 30, 2009, as reflected in the Form F-3 as filed with the Securities and Exchange Commission on February 1, 2010, and 94,437 shares of Common Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i) because such Shares may be obtained and beneficially owned upon exercise within 60 days of derivative securities currently owned by the Reporting Persons. Pursuant to Rule 13d-3(d)(1)(i) the number of issued and outstanding shares of Common Stock assumes that each other shareholder of the Company does not exercise its warrants. (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 Warrants to purchase 94,437 shares of Common Stock (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of Warrants to purchase 94,437 shares of Common Stock CUSIP No. G06750106 13G/A Page 7 of 9 Pages B. Lyrical (a) Amount beneficially owned: Warrants to purchase 94,437 shares of Common Stock (b) Percent of class: 0.9% (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 Warrants to purchase 94,437 shares of Common Stock (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of Warrants to purchase 94,437 shares of Common Stock C. Lyrical Corp. (a) Amount beneficially owned: Warrants to purchase 94,437 shares of Common Stock (b) Percent of class: 0.9% (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 Warrants to purchase 94,437 shares of Common Stock (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of Warrants to purchase 94,437 shares of Common Stock 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: [X] 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 Item 2. 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 CUSIP No. G06750106 13G/A Page 8 of 9 Pages 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. CUSIP No. G06750106 13G/A Page 9 of 9 Pages SIGNATURES 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: February 16, 2010 JEFFREY KESWIN /s/ Jeffrey Keswin ------------------ LYRICAL PARTNERS, L.P. By: Lyrical Corp. I, LLC, its general partner By: /s/ Jeffrey Keswin ------------------ Name: Jeffrey Keswin Title: Authorized Person LYRICAL CORP. I, L.L.C. By: /s/ Jeffrey Keswin ------------------- Name: Jeffrey Keswin Title: Authorized Person -----END PRIVACY-ENHANCED MESSAGE-----