0001013594-14-000529.txt : 20140725 0001013594-14-000529.hdr.sgml : 20140725 20140725172457 ACCESSION NUMBER: 0001013594-14-000529 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140725 DATE AS OF CHANGE: 20140725 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Great American Group, Inc. CENTRAL INDEX KEY: 0001464790 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 270223495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84964 FILM NUMBER: 14994949 BUSINESS ADDRESS: STREET 1: 21860 BURBANK BLVD. STREET 2: SUITE 300 SOUTH CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 818-884-3737 MAIL ADDRESS: STREET 1: 21860 BURBANK BLVD. STREET 2: SUITE 300 SOUTH CITY: WOODLAND HILLS STATE: CA ZIP: 91367 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Liverpool Limited Partnership CENTRAL INDEX KEY: 0001614418 IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ELLIOTT MANAGEMENT CORPORATION STREET 2: 40 WEST 57TH STREET, 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-974-6000 MAIL ADDRESS: STREET 1: C/O ELLIOTT MANAGEMENT CORPORATION STREET 2: 40 WEST 57TH STREET, 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 greatamerican13da-072514.htm JULY 25, 2014 greatamerican13da-072514.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
SCHEDULE 13D
(RULE 13D - 101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
 
(Amendment No. 4)*
 
Great American Group, Inc.
(Name of Issuer)
 
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
38984G 203
(CUSIP Number)
 
Stephen M. Schultz, Esq..
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
July 15, 2014
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 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 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).
 

 
 
 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
The Liverpool Limited Partnership
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
AF
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Bermuda
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
807,180
   
8.
SHARED VOTING POWER
   
 
0
   
9.
SOLE DISPOSITIVE POWER
   
 
807,180
   
10.
SHARED DISPOSITIVE POWER
   
 
0
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
807,180
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
5.1%
   
14.
TYPE OF REPORTING PERSON
   
 
PN


 
 
 



1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Middleton International Limited
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
AF
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands,
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
1,499,270
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
1,499,270
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,499,270
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
9.4%
   
14.
TYPE OF REPORTING PERSON
   
 
CO


 
 
 


The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 is being filed to report a change in the form of beneficial ownership of the Issuer’s securities owned by Elliott Associates, L.P. and Elliott International, L.P. as a result of the contribution of such securities to wholly-owned subsidiaries. This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
 
Item 2.
Identity and Background.
 
Item 2 is hereby amended and restated to read as follows:
 
(a)-(c)           This statement is being filed by The Liverpool Limited Partnership, a limited partnership organized and existing under the laws of Bermuda (“Liverpool”), and wholly-owned subsidiary of Elliott Associates, L.P., a Delaware limited partnership (“Elliott”), and Middleton International Limited, a Cayman Islands exempted company (“Middleton” and, together with Liverpool, the “Reporting Persons”) and wholly-owned subsidiary of Elliott International, L.P., a Cayman Islands limited partnership (“Elliott International”). Elliott International Capital Advisors Inc., a Delaware corporation (“EICA”) is the investment manager for Elliott International. Paul E. Singer (“Singer”), Elliott Capital Advisors, L.P., a Delaware limited partnership (“Capital Advisors”), which is controlled by Singer, and Elliott Special GP, LLC, a Delaware limited liability company (“Special GP”), which is controlled by Singer, are the general partners of Elliott. Hambledon, Inc., a Cayman Islands corporation (“Hambledon”), which is also controlled by Singer, is the sole general partner of Elliott International.
 
LIVERPOOL
 
The business address of Liverpool is c/o Elliott Management Corporation, 40 West 57th Street, New York, New York 10019.
 
The principal business of Liverpool is to purchase, sell, trade and invest in securities. Liverpool is a wholly-owned subsidiary of Elliott.
 
MIDDLETON
 
The business address of Middleton is c/o Elliott Management Corporation, 40 West 57th Street, New York, New York 10019.
 
The principal business of Middleton is to purchase, sell, trade and invest in securities. Middleton is a wholly-owned subsidiary of Elliott International.
 
ELLIOTT
 
The business address of Elliott is 40 West 57th Street, New York, New York 10019.
 
The principal business of Elliott is to purchase, sell, trade and invest in securities.
 
SINGER
 
Singer's business address is 40 West 57th Street, New York, New York 10019.
 
Singer’s principal business is to serve as a general partner of Elliott and Capital Advisors, as the president of EICA, and as a managing member of Special GP.
 
CAPITAL ADVISORS
 
The business address of Capital Advisors is 40 West 57th Street, New York, New York 10019.
 
The principal business of Capital Advisors is the furnishing of investment advisory services.  Capital Advisors also serves as a managing member of Special GP.
 
The names, business addresses, and present principal occupation or employment of the general partners of Capital Advisors are as follows:
 
 
 
 
 
 
 
NAME
ADDRESS
OCCUPATION
Paul E. Singer
40 West 57th St.
New York, New York 10019
General partner of Elliott and Capital Advisors; President of EICA; and a managing member of Special GP
     
Braxton Associates, Inc.
40 West 57th St.
New York, New York 10019
The principal business of Braxton Associates, Inc. is serving as general partner of Capital Advisors
     
Elliott Asset Management LLC
40 West 57th St.
New York, New York 10019
General Partner of Capital Advisors

 
The name, business address, and present principal occupation or employment of the sole director and executive officer of Braxton Associates, Inc. are as follows:
 
NAME
ADDRESS
OCCUPATION
Paul E. Singer
40 West 57th St.
New York, New York 10019
General partner of Elliott and Capital Advisors and President of EICA

 
ELLIOTT SPECIAL GP, LLC
 
The business address of Special GP is 40 West 57th Street, New York, New York 10019.
 
The principal business of Special GP is serving as a general partner of Elliott.
 
The names, business address, and present principal occupation or employment of the managing members of Special GP are as follows:
 
NAME
ADDRESS
OCCUPATION
Paul E. Singer
40 West 57th St.
New York, New York 10019
General partner of Elliott and Capital Advisors; President of EICA; and a managing member of Special GP
     
Braxton Associates, Inc.
40 West 57th St.
New York, New York 10019
The principal business of Braxton Associates, Inc. is serving as general partner of Capital Advisors
     
Elliott Asset Management LLC
40 West 57th St.
New York, New York 10019
General Partner of Capital Advisors

 
ELLIOTT INTERNATIONAL
 
The business address of Elliott International is c/o Maples & Calder, P.O. Box 309, Ugland House, South Church Street, George Town, Cayman Islands, British West Indies.
 
The principal business of Elliott International is to purchase, sell, trade and invest in securities.
 
The name, business address, and present principal occupation or employment of the general partner of Elliott International is as follows:
 
 
 
 
 
 
 
 
 
NAME
ADDRESS
OCCUPATION
Hambledon, Inc.
c/o Maples & Calder
P.O. Box 309
Ugland House
South Church Street George Town, Cayman Islands
British West Indies
General partner of Elliott International

 
HAMBLEDON
 
The name, business address, and present principal occupation or employment of the sole director and executive officer of Hambledon are as follows:
 
NAME
ADDRESS
OCCUPATION
Paul E. Singer
40 West 57th St.
New York, New York 10019
General partner of Elliott and Capital Advisors and President of EICA; and a managing member of Special GP

 
EICA
 
The business address of EICA is 40 West 57th Street New York, New York 10019.
 
The principal business of EICA is to act as investment manager for Elliott International.
 
The name, business address, and present principal occupation or employment of the sole director and executive officer of EICA is as follows:
 
NAME
ADDRESS
OCCUPATION
Paul E. Singer
40 West 57th St.
New York, New York 10019
General partner of Elliott and Capital Advisors and President of EICA; and a managing member of Special GP

 
(d) and (e) During the last five years, none of the persons or entities listed above   has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           Mr. Singer is a citizen of the United States of America.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
Liverpool
$3,991,469
  
     
Middleton
$10,227,612
  

 
 
 
 
 
 
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 15,980,919 shares of Common Stock outstanding as of the date hereof, which is the total number of Shares outstanding as of the date hereof as provided to the Reporting Persons by the Issuer.
 
As of the date hereof, the Reporting Persons collectively beneficially owned an aggregate of 2,306,450 shares of Common Stock, constituting approximately 14.4% of all of the outstanding shares of Common Stock.
 
As of the date hereof, Liverpool owned directly 807,180 shares of Common Stock, constituting approximately 5.1% of the shares of Common Stock outstanding.
 
As of the date hereof, Middleton owned directly 1,499,270 shares of Common Stock, constituting approximately 9.4% of the shares of Common Stock outstanding.
 
(b)           Liverpool has the power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned directly by it.
 
Middleton has the power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned directly by it.
 
(c)           Effective July 15, 2014, Elliott contributed to Liverpool, its wholly-owned subsidiary, 807,180 shares of Common Stock, and Elliott International contributed to Middleton, its wholly-owned subsidiary, 1,499,270 shares of Common Stock.
 
(d)           No person other than Liverpool has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock directly owned by Liverpool.
 
No person other than Middleton has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock directly owned by Middleton.
 
(e)           Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
None of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer..
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibit:
 
Exhibit 99.1 - Joint Filing Agreement
 

 
 
 


 
SIGNATURES
 
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
 
Dated:
July 25, 2014
 
THE LIVERPOOL LIMITED PARTNERSHIP
By: Liverpool Associates, Ltd., as General Partner
       
 
By:
/s/ Elliot Greenberg
  
   
Elliot Greenberg,
  
   
Vice President
  
       
       
 
MIDDLETON INTERNATIONAL LIMITED
   
By:
    
 
/s/ Elliot Greenberg
  
 
Elliot Greenberg,
  
 
Vice President
  

 

 
 
 

EXHIBIT 99.1
 
JOINT FILING AGREEMENT
 
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, par value $0.0001 per share, of Great American Group, Inc. dated July 25, 2014 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended.
 
Dated:
July 25, 2014
 
THE LIVERPOOL LIMITED PARTNERSHIP
By: Liverpool Associates, Ltd., as General Partner
       
 
By:
/s/ Elliot Greenberg
  
   
Elliot Greenberg,
  
   
Vice President
  
       
   
 
 
  
MIDDLETON INTERNATIONAL LIMITED
   
By:
    
 
/s/ Elliot Greenberg
  
 
Elliot Greenberg,
  
 
Vice President