0001019056-10-000857.txt : 20100715 0001019056-10-000857.hdr.sgml : 20100715 20100714182127 ACCESSION NUMBER: 0001019056-10-000857 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100715 DATE AS OF CHANGE: 20100714 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: 10952910 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_13da7.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. 7)*

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)

July 13, 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
1,085,485
9
 Sole Dispositive Power 
0
10
 Shared Dispositive Power 
1,085,485
 11
Aggregate Amount Beneficially Owned by Each Reporting Person      1,085,485
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)      49.0%
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
1,085,485
9
 Sole Dispositive Power 
0
10
 Shared Dispositive Power 
1,085,485
 11
Aggregate Amount Beneficially Owned by Each Reporting Person      1,085,485
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)      49.0%
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
1,085,485
9
 Sole Dispositive Power 
0
10
 Shared Dispositive Power 
1,085,485
 11
Aggregate Amount Beneficially Owned by Each Reporting Person      1,085,485
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)      49.0%
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
1,085,485
9
 Sole Dispositive Power 
0
10
 Shared Dispositive Power 
1,085,485
 11
Aggregate Amount Beneficially Owned by Each Reporting Person      1,085,485
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)      49.0%
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
1,085,485
9
 Sole Dispositive Power 
0
10
 Shared Dispositive Power 
1,085,485
 11
Aggregate Amount Beneficially Owned by Each Reporting Person      1,085,485
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)      49.0%
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
446,774
9
 Sole Dispositive Power 
0
10
 Shared Dispositive Power 
446,774
 11
Aggregate Amount Beneficially Owned by Each Reporting Person      446,774
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)      20.2%
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
638,711
9
 Sole Dispositive Power 
0
10
 Shared Dispositive Power 
638,711
 11
Aggregate Amount Beneficially Owned by Each Reporting Person     638,711
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)      28.8%
14
Type of Reporting Person (See Instructions)
PN
 
 
 

 
 
Introduction
 
    This Amendment No. 7 (“Amendment No. 7”) 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 11, 2010 (“Amendment No. 2”), Amendment No. 3 to the Original Statement filed on May 13, 2010 (“Amendment No. 3”), Amendment No. 4 to the Original Statement filed on June 4, 2010 (“Amendment No. 4”), Amendment No. 5 to the Original Statement filed on June 9, 2010 (“Amendment No. 5”) and Amendment No. 6 filed on June 29, 2010 (“Amendment No. 6”). This Amendment No. 7 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, Amendment No. 4, Amendment No. 5 and Amendment No. 6, 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 $602,737.80, at purchase prices ranging from $0.05 to $1.0935 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. 7 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. 7 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
 
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
 
FVP Master Fund
 
June 10, 2010
 
Buy
 
2,643
   
0.7573
 
FVP Fund
 
June 10, 2010
 
Buy
 
4,372
   
0.7573
 
FVP Master Fund
 
June 11, 2010
 
Buy
 
3,354
   
0.7699
 
FVP Fund
 
June 11, 2010
 
Buy
 
5,546
   
0.7699
 
FVP Master Fund
 
June 17, 2010
 
Buy
 
754
   
0.5500
 
FVP Fund
 
June 17, 2010
 
Buy
 
1,246
   
0.5500
 
FVP Master Fund
 
June 22, 2010
 
Buy
 
1,130
   
0.7000
 
FVP Fund
 
June 22, 2010
 
Buy
 
1,870
   
0.7000
 
FVP Master Fund
 
June 25, 2010
 
Buy
 
2,466
   
0.7709
 
FVP Fund
 
June 25, 2010
 
Buy
 
4,079
   
0.7709
 
FVP Master Fund
 
June 28, 2010
 
Buy
 
2,110
   
0.7723
 
FVP Fund
 
June 28, 2010
 
Buy
 
3,490
   
0.7723
 
FVP Master Fund
 
July 1, 2010
 
Buy
 
1,870
   
0.7500
 
FVP Fund
 
July 1, 2010
 
Buy
 
3,130
   
0.7500
 
FVP Master Fund
 
July 13, 2010
 
Buy
 
70,873
   
1.0935
 
FVP Fund
 
July 13, 2010
 
Buy
 
118,577
   
1.0935
 


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: July 14, 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)