0000899140-14-000192.txt : 20140213 0000899140-14-000192.hdr.sgml : 20140213 20140213171755 ACCESSION NUMBER: 0000899140-14-000192 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140213 DATE AS OF CHANGE: 20140213 GROUP MEMBERS: FIR TREE VALUE MASTER FUND L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRIME ACQUISITION CORP CENTRAL INDEX KEY: 0001485922 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86162 FILM NUMBER: 14607846 BUSINESS ADDRESS: STREET 1: 6369 MILL STREET, SUITE 205 CITY: RHINEBECK STATE: NY ZIP: 12572 BUSINESS PHONE: 845-516-4115 MAIL ADDRESS: STREET 1: 6369 MILL STREET, SUITE 205 CITY: RHINEBECK STATE: NY ZIP: 12572 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIR TREE INC. CENTRAL INDEX KEY: 0001056491 IRS NUMBER: 133745261 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 505 FIFTH AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123983500 MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: FIR TREE INC DATE OF NAME CHANGE: 19990510 SC 13G/A 1 p11293072a.htm AMENDMENT NO. 1 p11293072a.htm

 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G/A
(Amendment No. 1)
 
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
 
Prime Acquisition Corp.
(Name of Issuer)
 
Common Stock, $.001 par value per share
(Title of Class of Securities)
 
G72436119
(CINS Number)
 
December 31, 2013
(Date of Event Which Requires Filing of this Statement)

 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o   Rule 13d-1(b)
 
x  Rule 13d-1(c)
 
o  Rule 13d-1(d)
 

 
 
 
 
 
 
 

13G/A
 
CUSIP No. G72436119
 
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Fir Tree Value Master Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)❑
(b)❑
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
  9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
❑
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%
12
TYPE OF REPORTING PERSON*
 
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT
 

 
2
 
 
13G/A
 
CUSIP No. G72436119
 
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Fir Tree Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)❑
(b)❑
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
  9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
❑
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%
12
TYPE OF REPORTING PERSON*
 
IA, CO
* SEE INSTRUCTIONS BEFORE FILLING OUT
 

 
3
 
 
SCHEDULE 13G/A
 
This Amendment No. 1 to the Schedule 13G (this “Amendment”) is being filed on behalf of Fir Tree Value Master Fund, L.P., a Cayman Islands exempted limited partnership (“Fir Tree Value”), and Fir Tree Inc., a New York corporation (“Fir Tree”), relating to shares of Common Stock, $0.01 (the “Common Stock”), of Prime Acquisition Corp., a Cayman Islands exempted company (the “Issuer”), purchased by Fir Tree Value.  Fir Tree is the investment manager of Fir Tree Value.  Fir Tree Value and Fir Tree are collectively referred to herein as the “Reporting Persons.”
 
Item 1(a)
Name of Issuer.
   
 
Prime Acquisition Corp.
   
Item 1(b)
Address of Issuer’s Principal Executive Offices.
   
 
6369 Mill Street
 
Suite 205
 
Rhinebeck, New York 12572
   
Item 2(a)
Name of Person Filing.
   
Item 2(b)
Address of Principal Business Office.
   
Item 2(c)
Place of Organization.
   
 
Fir Tree Value Master Fund, L.P.
 
c/o Citco Fund Services (Cayman Islands) Limited
 
89 Nexus Way, Camana Bay
 
Box 31106, Grand Cayman
 
KY1-1205, Cayman Islands
 
A Cayman Islands exempted limited partnership
   
 
Fir Tree Inc.
 
505 Fifth Avenue
 
23 Floor
 
New York, New York 10017
 
A New York corporation
 
Fir Tree is the investment manager of Fir Tree Value, and has been granted investment discretion over portfolio investments, including the Common Stock, held by Fir Tree Value.  In light of the change in beneficial ownership as reflected in this Amendment, the Reporting Persons have no further reporting obligations on Schedule 13G with respect to their ownership of shares of the Company.
 
Item 2(d)
Title of Class of Securities.
   
 
Common Stock, $0.001 (the “Common Stock”)
   
Item 2(e)
CUSIP Number.
   
 
G72436119 (CINS Number)
   
Item 3
Reporting Person.
   
 
Fir Tree is an investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
   
Item 4
Ownership.
   
 
The information required by Items 4(a) - (c) is set forth in Rows 5-11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
   
 
 
 
4
 
 
 
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 Persons have ceased to be the beneficial owners 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.
   
 
Inapplicable.
   
Item 7
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
   
 
Inapplicable.
   
Item 8
Identification and Classification of Members of the Group.
   
 
Inapplicable.
   
Item 9
Notice of Dissolution of Group.
   
 
Inapplicable.
   
Item 10
Certification.
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing 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.
 
 

 
 
5
 
SIGNATURE
 
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.
 
Date: February 13, 2014
 
 
FIR TREE VALUE MASTER FUND, L.P.
     
 
By:
FIR TREE INC.
     
     
   
By:  /s/ James Walker         
   
Name:  James Walker
   
Title:  Managing Director
     
     
 
FIR TREE INC.
     
     
   
By:  /s/ James Walker         
   
Name:  James Walker
   
Title:  Managing Director

 
6
 
 EX-99.1 2 p11293072b.htm JOINT FILING AGREEMENT p11293072b.htm
 
 
EXHIBIT 99.1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the with respect to the Common Stock, par value $.001 per share, of Prime Acquisition Corp., a Cayman Islands exempted company, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
 
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
 
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
 
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 13, 2014.
 

 
FIR TREE VALUE MASTER FUND, L.P.
     
 
By:
FIR TREE INC.
     
     
   
By:  /s/ James Walker         
   
Name:  James Walker
   
Title:  Managing Director
     
     
 
FIR TREE INC.
     
     
   
By:  /s/ James Walker         
   
Name:  James Walker
   
Title:  Managing Director