o
|
Rule 13d-1(b)
|
x
|
Rule 13d-1(c)
|
o
|
Rule 13d-1(d)
|
CUSIP No. |
961443108
|
|
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) o
|
||
3. |
SEC Use Only
|
|
4. |
Citizenship or Place of Organization
|
Delaware
|
Number of | 5. |
Sole Voting Power
|
-0-
|
Shares
|
|||
Beneficially
|
6. |
Shared Voting Power
|
44,461
|
Owned by
|
|||
Each Reporting | 7. |
Sole Dispositive Power
|
-0-
|
Person With
|
|||
8. |
Shared Dispositive Power
|
44,461
|
9. |
Aggregate Amount of Beneficially Owned by Each Reporting Person
|
44,461
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
o
|
11. |
Percent of Class Represented by Amount in Row (9)
|
0.
|
0.33%
|
||
12. |
Type of Reporting Person
|
IA, PN
|
CUSIP No. |
961443108
|
|
1. |
Name of Reporting Person
|
Loeb Offshore
|
Management LP
|
||
I.R.S. Identification No. of Above Person
|
||
2. |
Check the Appropriate Box if a Member of a Group
|
(a) x
|
(b) o
|
||
3. |
SEC Use Only
|
|
4. |
Citizenship or Place of Organization
|
Delaware
|
Number of | 5. |
Sole Voting Power
|
-0-
|
Shares
|
|||
Beneficially
|
6. |
Shared Voting Power
|
657,079
|
Owned by
|
|||
Each Reporting | 7. |
Sole Dispositive Power
|
-0-
|
Person With
|
|||
8. |
Shared Dispositive Power
|
657,079
|
9. |
Aggregate Amount of Beneficially Owned by Each Reporting Person
|
657,079
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
o
|
11. |
Percent of Class Represented by Amount in Row (9)
|
4.88%
|
12. |
Type of Reporting Person
|
IA, PN
|
CUSIP No. |
961443108
|
|
1. |
Name of Reporting Person
|
Loeb Arbitrage Offshore
|
Partners, Ltd.
|
||
I.R.S. Identification No. of Above Person | ||
2. |
Check the Appropriate Box if a Member of a Group
|
(a) x
|
(b) o
|
||
3. |
SEC Use Only
|
|
4. |
Citizenship or Place of Organization
|
Cayman Islands
|
Number of | 5. |
Sole Voting Power
|
-0-
|
Shares
|
|||
Beneficially
|
6. |
Shared Voting Power
|
604,136
|
Owned by
|
|||
Each Reporting | 7. |
Sole Dispositive Power
|
-0-
|
Person With
|
|||
8. |
Shared Dispositive Power
|
604,136
|
9. |
Aggregate Amount of Beneficially Owned by Each Reporting Person
|
604,136
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
o
|
11. |
Percent of Class Represented by Amount in Row (9)
|
4.49%
|
12. |
Type of Reporting Person
|
CO
|
CUSIP No. |
961443108
|
|
1. |
Name of Reporting Person
|
Loeb Management
|
Holding LLC
|
||
I.R.S. Identification No. of Above Person
|
||
2. |
Check the Appropriate Box if a Member of a Group
|
(a) x
|
(b) o
|
||
3. |
SEC Use Only
|
|
4. |
Citizenship or Place of Organization
|
Delaware
|
Number of | 5. |
Sole Voting Power
|
-0-
|
Shares
|
|||
Beneficially
|
6. |
Shared Voting Power
|
701,540
|
Owned by
|
|||
Each Reporting | 7. |
Sole Dispositive Power
|
-0-
|
Person With
|
|||
8. |
Shared Dispositive Power
|
701,540
|
9. |
Aggregate Amount of Beneficially Owned by Each Reporting Person
|
701,540
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
o
|
11. |
Percent of Class Represented by Amount in Row (9)
|
5.21%
|
12. |
Type of Reporting Person
|
OO, HC
|
Item 1(a).
|
Name of Issuer
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
8363 W. Sunset Road, Suite 350
|
|
Las Vegas, NV 89113
|
|
USA
|
Item 2(a).
|
Name of Person(s) Filing
|
(i)
|
Loeb Arbitrage Management LP, a Delaware limited partnership and registered investment adviser with the U.S. Securities and Exchange Commission (“LAM”);
|
(ii)
|
Loeb Offshore Management LP, a Delaware limited partnership and registered investment adviser with the U.S. Securities and Exchange Commission (“LOM”);
|
(iii)
|
Loeb Arbitrage Offshore Partners, Ltd., a Cayman Islands exempted company (“LAOP”);
|
(iv)
|
Loeb Management Holding LLC, a Delaware limited liability company (“LMH”), is the general partner of LAM and LOM.
|
Item 2(b).
|
Address of Principal Business Office
|
Item 2(c)
|
Citizenship or Place of Organization
|
Item 2(d).
|
Title of Class of Securities
|
Item 2(e).
|
CUSIP Number:
|
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)
|
o |
A broker or dealer under Section 15 of the 1934 Act
|
(b)
|
o |
Abank as defined in Section 3(a)(6) of the 1934 Act
|
(c)
|
o |
An insurance company as defined in Section 3(a) (19) of the 1934 Act
|
(d)
|
o |
An investment company registered under Section 8 of the Investment Company Act of 1940
|
(e)
|
o |
An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E)
|
(f )
|
o |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
|
(g)
|
o |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
|
(h)
|
o |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
|
( i)
|
o |
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 )
|
o |
A group, in accordance with Rule 13d-1(b)(1)(ii)(J)
|
Item 4.
|
Ownership
|
(a)
|
Amount Beneficially Owned:
|
(b)
|
Percent of Class:
|
(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 |
(v)
|
shared power to dispose or to direct the disposition |
Item 5.
|
Ownership of Five Percent or Less of a Class
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
Item 7.
|
Identification and Classification of the Subsidiary which Acquired the Security being Reported on by the Parent Holding Company or Control Person
|
Item 8.
|
Identification and Classification of Members of the Group
|
Item 9.
|
Notice of Dissolution of Group
|
Item 10.
|
Certification
|
LOEB ARBITRAGE MANAGEMENT LP
|
|
Date: October 9, 2012
|
By:_/s/ Robert S. Schwartz
|
Robert S. Schwartz
|
|
General Counsel
|
|
LOEB OFFSHORE MANAGEMENT LP
|
|
Date: October 9, 2012
|
By:_/s/ Robert S. Schwartz
|
Robert S. Schwartz
|
|
General Counsel
|
|
LOEB ARBITRAGE OFFSHORE PARTNERS, LTD.
|
|
Date: October 9, 2012
|
By:_/s/ Robert S. Schwartz
|
Robert S. Schwartz
|
|
General Counsel
|
|
LOEB MANAGEMENT HOLDING LLC
|
|
Date: October 9, 2012
|
By:_/s/ Robert S. Schwartz
|
Robert S. Schwartz
|
|
General Counsel
|
LOEB ARBITRAGE MANAGEMENT LP
|
|
Date: October 9, 2012
|
By:_/s/ Robert S. Schwartz
|
Robert S. Schwartz
|
|
General Counsel
|
|
LOEB OFFSHORE MANAGEMENT LP
|
|
Date: October 9, 2012
|
By:_/s/ Robert S. Schwartz
|
Robert S. Schwartz
|
|
General Counsel
|
|
LOEB ARBITRAGE OFFSHORE PARTNERS, LTD.
|
|
Date: October 9, 2012
|
By: _/s/ Robert S. Schwartz
|
Robert S. Schwartz
|
|
General Counsel
|
|
LOEB MANAGEMENT HOLDING LLC
|
|
Date: October 9, 2012
|
By:_/s/ Robert S. Schwartz
|
Robert S. Schwartz
|
|
General Counsel
|