-----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, JCOz2XHxDSls4q5jiZ5RIgzLdqKFoOdkqf+/eJYl1L/gjbbfe+fdyHLWB4w3Ppyv RZytOSSYHifC4B/l/LTlJA== 0001019056-10-000736.txt : 20100609 0001019056-10-000736.hdr.sgml : 20100609 20100609095118 ACCESSION NUMBER: 0001019056-10-000736 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100609 DATE AS OF CHANGE: 20100609 GROUP MEMBERS: ARIEL WARSZAWSKI GROUP MEMBERS: FIREFLY MANAGEMENT COMPANY GP, LLC GROUP MEMBERS: FIREFLY VALUE PARTNERS, LP GROUP MEMBERS: FVP GP, LLC GROUP MEMBERS: FVP MASTER FUND, L.P. GROUP MEMBERS: FVP US-Q, LP GROUP MEMBERS: RYAN HESLOP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TEMECULA VALLEY BANCORP INC CENTRAL INDEX KEY: 0001172678 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 460476193 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80342 FILM NUMBER: 10886140 BUSINESS ADDRESS: STREET 1: 27710 JEFFERSON AVENUE STREET 2: SUITE A-100 CITY: TEMECULA STATE: CA ZIP: 92590 BUSINESS PHONE: 9096949940 MAIL ADDRESS: STREET 1: 27710 JEFFERSON AVENUE STREET 2: SUITE A-100 CITY: TEMECULA STATE: CA ZIP: 92590 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Firefly Value Partners, LP CENTRAL INDEX KEY: 0001438637 IRS NUMBER: 721616675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 551 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10176 BUSINESS PHONE: 212-672-9600 MAIL ADDRESS: STREET 1: 551 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10176 SC 13D/A 1 temecula_13da5.htm SCHEDULE 13D/A Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
 
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934
 
(Amendment No. 5)*

Temecula Valley Bancorp Inc.
(Name of Issuer)
 
Preferred Stock
(Title of Class of Securities)
 
879734200
(CUSIP Number)

Neil M. Cleveland
28046 Del Rio Road, Suite C
Temecula, California 92590
(951) 676-4148
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
 
June 7, 2010
(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 §§ 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box: x.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
 
 
 

 
 
CUSIP No. 879734200
 
 1
Names of Reporting Persons.
 
Ryan Heslop
 2
Check the Appropriate Box if a Member of a Group (See Instruction)
 
(a) o
(b) x
 3
SEC Use Only
 4
Source of Funds
N/A
 5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
 6
Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
7
 Sole Voting Power  
0
8
 Shared Voting Power
857,975
9
 Sole Dispositive Power 
0
10
 Shared Dispositive Power 
857,975
 11
Aggregate Amount Beneficially Owned by Each Reporting Person      857,975
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
13
Percent of Class Represented by Amount in Row (11)      38.8%
14
Type of Reporting Person (See Instructions)
IN
 
 
 

 
 
CUSIP No. 879734200
 
 1
Names of Reporting Persons.
 
Ariel Warszawski
 2
Check the Appropriate Box if a Member of a Group (See Instruction)
 
(a) o
(b) x
 3
SEC Use Only
 4
Source of Funds
N/A
 5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
 6
Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
7
 Sole Voting Power  
0
8
 Shared Voting Power
857,975
9
 Sole Dispositive Power 
0
10
 Shared Dispositive Power 
857,975
 11
Aggregate Amount Beneficially Owned by Each Reporting Person      857,975
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
13
Percent of Class Represented by Amount in Row (11)      38.8%
14
Type of Reporting Person (See Instructions)
IN
 
 
 

 
 
CUSIP No. 879734200
 
 1
Names of Reporting Persons.
 
Firefly Value Partners, LP
 2
Check the Appropriate Box if a Member of a Group (See Instruction)
 
(a) o
(b) x
 3
SEC Use Only
 4
Source of Funds
N/A
 5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
 6
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
7
 Sole Voting Power  
0
8
 Shared Voting Power
857,975
9
 Sole Dispositive Power 
0
10
 Shared Dispositive Power 
857,975
 11
Aggregate Amount Beneficially Owned by Each Reporting Person      857,975
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
13
Percent of Class Represented by Amount in Row (11)      38.8%
14
Type of Reporting Person (See Instructions)
PN
 
 
 

 
 
CUSIP No. 879734200
 
 1
Names of Reporting Persons.
 
FVP GP, LLC
 2
Check the Appropriate Box if a Member of a Group (See Instruction)
 
(a) o
(b) x
 3
SEC Use Only
 4
Source of Funds
N/A
 5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
 6
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
7
 Sole Voting Power  
0
8
 Shared Voting Power
857,975
9
 Sole Dispositive Power 
0
10
 Shared Dispositive Power 
857,975
 11
Aggregate Amount Beneficially Owned by Each Reporting Person      857,975
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
13
Percent of Class Represented by Amount in Row (11)      38.8%
14
Type of Reporting Person (See Instructions)
OO
 
 
 

 
 
CUSIP No. 879734200
 
 1
Names of Reporting Persons.
 
Firefly Management Company GP, LLC
 2
Check the Appropriate Box if a Member of a Group (See Instruction)
 
(a) o
(b) x
 3
SEC Use Only
 4
Source of Funds
N/A
 5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
 6
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
7
 Sole Voting Power  
0
8
 Shared Voting Power
857,975
9
 Sole Dispositive Power 
0
10
 Shared Dispositive Power 
857,975
 11
Aggregate Amount Beneficially Owned by Each Reporting Person      857,975
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
13
Percent of Class Represented by Amount in Row (11)      38.8%
14
Type of Reporting Person (See Instructions)
OO
 
 
 

 
 
CUSIP No. 879734200
 
 1
Names of Reporting Persons.
 
FVP Master Fund, L.P.
 2
Check the Appropriate Box if a Member of a Group (See Instruction)
 
(a) o
(b) x
 3
SEC Use Only
 4
Source of Funds
WC
 5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
 6
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
7
 Sole Voting Power  
0
8
 Shared Voting Power
361,574
9
 Sole Dispositive Power 
0
10
 Shared Dispositive Power 
361,574
 11
Aggregate Amount Beneficially Owned by Each Reporting Person      361,574
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
13
Percent of Class Represented by Amount in Row (11)      16.3%
14
Type of Reporting Person (See Instructions)
PN
 
 
 

 
 
CUSIP No. 879734200
 
 1
Names of Reporting Persons.
 
FVP US-Q, LP
 2
Check the Appropriate Box if a Member of a Group (See Instruction)
 
(a) o
(b) x
 3
SEC Use Only
 4
Source of Funds
WC
 5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
 6
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
7
 Sole Voting Power  
0
8
 Shared Voting Power
496,401
9
 Sole Dispositive Power 
0
10
 Shared Dispositive Power 
496,401
 11
Aggregate Amount Beneficially Owned by Each Reporting Person      496,401
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
13
Percent of Class Represented by Amount in Row (11)      22.4%
14
Type of Reporting Person (See Instructions)
PN
 
 
 

 
 
Introduction

This Amendment No. 5 (“Amendment No. 5”) amends Items 3 and 5 of the Schedule 13D originally filed by (i) FVP Master Fund, L.P., a Cayman Islands exempted limited partnership (“FVP Master Fund”), (ii) FVP US-Q, LP, a Delaware limited partnership (“FVP Fund” and, together with the FVP Master Fund, “Funds”), (iii) Firefly Value Partners, LP, a Delaware limited partnership (“Firefly Partners”), which serves as the investment manager of the Funds pursuant to investment management agreements, (iv) FVP GP, LLC, a Delaware limited liability company (“FVP GP”), which serves as the general partner of the Funds, (v) Firefly Management Company GP, LLC, a Delaware limited liability company (“Firefly Management”), which serves as the general partner of Firefly Partners, and (vi) Messrs. Ryan Heslop and Ariel Warszawski, the managing members of FVP GP and Firefly Management (all of the foregoing, collectively, “Reporting Persons”) on April 23, 2010 (the “Original Statement”), Amendment No. 1 to the Original Statement filed on May 5, 2010 (“Amendment No. 1”), Amendment No. 2 to the Original Statement filed on May 7, 2010 (“Amendment No. 2”), Amendment No. 3 to the Statement filed on May 11, 2010 (“Amendment No. 3”) and Amendment No. 4 to the Statement filed on June 4, 2010 (“Amendment No. 4”). This Amendment No. 5 relates to Trust Preferred Securities (“Shares”) of Temecula Valley Bancorp, Inc. Unless specifically amended hereby, the disclosure set forth in the Original Statement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, shall remain unchanged.

Item 3 Source and Amount of Funds or Other Consideration

The gross investment costs (including commissions, if any) of the Shares purchased by the Reporting Persons is approximately $367,089.23, at purchase prices ranging from $0.05 to $0.7766 per Share. The source of these funds was the working capital of the Funds, for which Firefly Partners act as investment manager.

Item 5. Interest in Securities of the Issuer
 
a.
The responses of the Reporting Persons to Items (11) and (13) on the cover pages of this Amendment No. 5 are incorporated herein by reference. The total number of Shares outstanding is 2,213,750.
   
b.
The responses of the Reporting Persons to Items (7) through (10) on the cover pages of this Amendment No. 5 are incorporated herein by reference.
   
c.
See Item 3, above, and Item 4 in the Original Statement. The transactions in the Issuer’s securities by each of FVP Master Fund and FVP Fund in the last sixty days are listed as ANNEX A attached hereto and made a part hereof.
   
d.
None.
   
e.
Not applicable.
 
 
 

 
 
ANNEX A

Account
 
Date
 
Buy/Sell
 
Number of Shares1
 
Price per Share ($)
FVP Master Fund
 
April 21, 2010
 
Buy
 
54,336
   
0.4455
FVP Fund
 
April 21, 2010
 
Buy
 
69,775
   
0.4455
FVP Master Fund
 
April 22, 2010
 
Buy
 
32,135
   
0.6115
FVP Fund
 
April 22, 2010
 
Buy
 
41,265
   
0.6115
FVP Master Fund
 
May 4, 2010
 
Buy
 
12,581
   
0.4767
FVP Fund
 
May 4, 2010
 
Buy
 
18,919
   
0.4767
FVP Master Fund
 
May 4, 2010
 
Buy
 
20,196
   
0.4800
FVP Fund
 
May 4, 2010
 
Buy
 
30,369
   
0.4800
FVP Master Fund
 
May 5, 2010
 
Buy
 
1,997
   
0.5000
FVP Fund
 
May 5, 2010
 
Buy
 
3,003
   
0.5000
FVP Master Fund
 
May 5, 2010
 
Buy
 
2,698
   
0.4912
FVP Fund
 
May 5, 2010
 
Buy
 
4,057
   
0.4912
FVP Master Fund
 
May 6, 2010
 
Buy
 
1,997
   
0.4800
FVP Fund
 
May 6, 2010
 
Buy
 
3,003
   
0.4800
FVP Master Fund
 
May 7, 2010
 
Buy
 
3,994
   
0.4800
FVP Fund
 
May 7, 2010
 
Buy
 
6,006
   
0.4800
FVP Master Fund
 
May 7, 2010
 
Buy
 
1,358
   
0.4800
FVP Fund
 
May 7, 2010
 
Buy
 
2,042
   
0.4800
FVP Master Fund
 
May 10, 2010
 
Buy
 
1,198
   
0.5000
FVP Fund
 
May 10, 2010
 
Buy
 
1,802
   
0.5000
FVP Master Fund
 
May 10, 2010
 
Buy
 
499
   
0.4500
FVP Fund
 
May 10, 2010
 
Buy
 
751
   
0.4500
FVP Master Fund
 
May 11, 2010
 
Buy
 
53,440
   
0.7766
FVP Fund
 
May 11, 2010
 
Buy
 
80,361
   
0.7766
FVP Master Fund
 
May 11, 2010
 
Buy
 
2,037
   
0.7078
FVP Fund
 
May 11, 2010
 
Buy
 
3,063
   
0.7078
FVP Master Fund
 
May 12, 2010
 
Buy
 
399
   
0.4500
FVP Fund
 
May 12, 2010
 
Buy
 
601
   
0.4500
FVP Master Fund
 
May 13, 2010
 
Buy
 
381
   
0.4600
FVP Fund
 
May 13, 2010
 
Buy
 
572
   
0.4600
FVP Master Fund
 
May 26, 2010
 
Buy
 
4,254
   
0.5344
FVP Fund
 
May 26, 2010
 
Buy
 
6,396
   
0.5344
FVP Master Fund
 
June 2, 2010
 
Buy
 
3,768
   
0.5500
FVP Fund
 
June 2, 2010
 
Buy
 
6,232
   
0.5500
FVP Master Fund
 
June 2, 2010
 
Buy
 
489
   
0.5500
FVP Fund
 
June 2, 2010
 
Buy
 
810
   
0.5500
FVP Master Fund
 
June 3, 2010
 
Buy
 
1,168
   
0.5800
FVP Fund
 
June 3, 2010
 
Buy
 
1,932
   
0.5800
FVP Master Fund
 
June 4, 2010
 
Buy
 
6,039
   
0.6900
FVP Fund
 
June 4, 2010
 
Buy
 
9,987
   
0.6900
FVP Master Fund
 
June 7, 2010
 
Buy
 
22,608
   
0.6800
FVP Fund
 
June 7, 2010
 
Buy
 
37,392
   
0.6800
FVP Master Fund
 
June 7, 2010
 
Buy
 
1,130
   
0.6200
FVP Fund
 
June 7, 2010
 
Buy
 
1,870
   
0.6200


1 All transactions relate to Trust Preferred shares, as described in Item 1 on the Original Statement.
 
 
 

 
 
Signature
 
After reasonable inquiry, and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 9, 2010
/s/ Ryan Heslop
 
Ryan Heslop
   
 
Ariel Warszawski
 
Firefly Value Partners, LP
 
FVP GP, LLC
 
Firefly Management Company GP, LLC
 
FVP Master Fund, L.P.
 
FVP US-Q, LP
   
 
/s/ Ariel Warszawski
 
Ariel Warszawski, for himself and as Managing Member of FVP GP (for itself and as general partner of each of the Funds) and Firefly Management (for itself and as general partner of Firefly Partners)

 
 

 
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