-----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, OO6zFlKm74bk/Zwmes5BsItHppdut7l0es/foFoPeRjCf5dxar+pLHgsrQOxHrOj cQvUld7aFaKCHtOYeYUVKA== 0000914121-09-000976.txt : 20090610 0000914121-09-000976.hdr.sgml : 20090610 20090610172407 ACCESSION NUMBER: 0000914121-09-000976 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090610 DATE AS OF CHANGE: 20090610 GROUP MEMBERS: PACIFIC INTERNATIONAL GROUP HOLDINGS LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GHERMEZIAN SYD CENTRAL INDEX KEY: 0001429082 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 9440 WEST SAHARA STREET 2: SUITE 240 CITY: LAS VEGAS STATE: NV ZIP: 89117 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLATINUM ENERGY RESOURCES INC CENTRAL INDEX KEY: 0001329605 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 141928384 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81107 FILM NUMBER: 09885417 BUSINESS ADDRESS: STREET 1: 11490 WESTHEIMER, SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77077 BUSINESS PHONE: 281-649-4500 MAIL ADDRESS: STREET 1: 11490 WESTHEIMER, SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77077 SC 13D/A 1 pl16578371-13da14.txt AMENDMENT NO. 14 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 14) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Platinum Energy Resources, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.0001 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 727659104 -------------------------------------------------------------- (CUSIP Number) Jeffrey A. Legault Cadwalader, Wickersham & Taft LLP One World Financial Center New York, NY 10281 (212) 504-6721 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 8, 2009 -------------------------------------------------------------- (Date of Event which Requires 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), Rule 13d-1(f) or Rule 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(b) 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 ("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. 727659104 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Syd Ghermezian - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER None NUMBER OF -------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 12,342,240 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING None PERSON -------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 12,342,240 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,342,240 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 727659104 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Pacific International Group Holdings LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 12,342,240 NUMBER OF -------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY None OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 12,342,240 PERSON -------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,342,240 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) OO - -------------------------------------------------------------------------------- This Amendment No. 14 is filed by Pacific International Group Holdings LLC ("Pacific") and Syd Ghermezian (collectively, the "Reporting Persons"), and amends and supplements the statement on Schedule 13D (the "Statement") originally filed with the Securities and Exchange Commission on September 12, 2007 by Braesridge Energy LLC ("BEL") and Barry Kostiner, and amended by Amendment No. 1 on October 18, 2007, Amendment No. 2 on October 24, 2007, Amendment No. 3 on October 26, 2007, Amendment No. 4 on October 30, 2007, Amendment No. 5 on November 27, 2007, Amendment No. 6 on November 30, 2007, Amendment No. 7 on December 6, 2007 and Amendment No. 8 on December 12, 2007, each filed by BEL and Mr. Kostiner; Amendment No. 9 on February 15, 2008 and Amendment No. 10 on March 5, 2008, each filed by BEL and Mr. Ghermezian; Amendment No. 11 on June 26, 2008 and Amendment No. 12 on November 24, 2008, each filed by BEL, Regent Venture V LLC ("Regent") and Mr. Ghermezian; and Amendment No. 13 on June 1, 2009, filed by Pacific, BEL, Regent and Mr. Ghermezian, with respect to the common stock, par value $0.0001 per share (the "Common Stock"), of Platinum Energy Resources, Inc., a Delaware corporation (the "Issuer"). BEL and Regent are no longer required to file this Statement. From and after the date hereof, all references in the Statement to the Statement or terms of similar import shall be deemed to refer to the Statement as amended and supplemented hereby. Except as specifically provided herein, this Amendment No. 14 does not modify any of the information previously reported in the Statement, and unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Statement. The Reporting Persons have entered into a Joint Filing Agreement, dated June 8, 2009 (the "Joint Filing Agreement"), a copy of which is filed herewith as Exhibit 99.2 to the Statement, and which is incorporated herein by reference thereto. Neither the fact of this filing nor anything contained herein shall be deemed an admission by the Reporting Persons that they constitute a "group" as such term is used in Section 13(d)(1)(k) of the rules and regulations under the Securities Exchange Act of 1934, as amended. ITEM 1. SECURITY AND ISSUER Response unchanged. ITEM 2. IDENTITY AND BACKGROUND Response unchanged. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On June 8, 2009, Pacific purchased 1,630,000 shares of Common Stock in a private secondary market sale exempt from registration at $0.50 per share for an aggregate purchase price of $815,000.00. The source of funds for the payment by Pacific for such Common Stock was Pacific's working capital. ITEM 4. PURPOSE OF TRANSACTION Response unchanged. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Pacific may be deemed to be the direct beneficial owner with sole voting and dispositive power of 6,797,940 shares of Common Stock and Warrants to purchase an additional 5,544,300 shares of Common Stock, representing in the aggregate 41.7% of the outstanding Common Stock as of May 15, 2009. The ultimate economic interest in Pacific is held by certain members of the Ghermezian family through their direct or indirect ownership of various entities that own Pacific. Mr. Ghermezian is the Manager of Pacific. As such, Mr. Ghermezian may be deemed to be the indirect beneficial owner with shared voting and dispositive power of the shares of Common Stock and Warrants that Pacific may be deemed to directly beneficially own. Therefore, Mr. Ghermezian may be deemed to be the indirect beneficial owner with shared voting and dispositive power of 6,797,940 shares of Common Stock and Warrants to purchase an additional 5,544,300 shares of Common Stock, representing in the aggregate 41.7% of the outstanding Common Stock as of May 15, 2009. The calculation of the foregoing percentages is made on the basis of there being 24,068,675 shares of Common Stock outstanding as of May 15, 2009, as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2008. Where a Reporting Person may be deemed to be the beneficial owner of Warrants to purchase additional shares of Common Stock, the number of such shares are deemed to be outstanding for the purpose of computing the percentage of Common Stock held by such Reporting Person, as required by Rule 13d-3(d)(1) of the Securities Exchange Act of 1934, as amended. The following purchase of Common Stock of the Issuer was effected on June 8, 2009 by Pacific through a private secondary market sale exempt from registration: # Shares Purchased Date Price ------------------ ---- ----- 1,630,000 6/8/09 $0.50 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Reporting Persons entered into the Joint Filing Agreement. A copy of the Joint Filing Agreement is filed herewith as Exhibit 99.2 and is incorporated by reference thereto. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 99.2: Joint Filing Agreement, dated as of June 8, 2009, between Pacific International Group Holdings LLC and Syd Ghermezian. SIGNATURES 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. Dated: June 8, 2009 /s/ Syd Ghermezian ----------------------------------------- Syd Ghermezian PACIFIC INTERNATIONAL GROUP HOLDINGS LLC By: /s/ Syd Ghermezian ------------------------------------- Name: Syd Ghermezian Title: Manager [Signature Page - Amendment No. 14 to Schedule 13D] EX-99.2 2 pl16578371-ex99_2.txt JOINT FILING AGREEMENT EXHIBIT 99.2 Joint Filing Agreement The undersigned agree that the Schedule 13D, as amended, to be 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 Platinum Energy Resources, Inc., a Delaware corporation, shall be filed, and all amendments thereto 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. EXHIBIT 99.1 Dated as of June 8, 2009 /s/ Syd Ghermezian ----------------------------------------- Syd Ghermezian PACIFIC INTERNATIONAL GROUP HOLDINGS LLC By: /s/ Syd Ghermezian ------------------------------------- Name: Syd Ghermezian Title: Manager -----END PRIVACY-ENHANCED MESSAGE-----