-----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, QSEPHpMU10vmmsTHk24sk6J5bYke7UVNrfbuZyTWqR3ntqvbyD88MTxiJJsMO8VU BBStwje250lTTy1awXtF/g== 0000919574-08-001276.txt : 20080214 0000919574-08-001276.hdr.sgml : 20080214 20080213203358 ACCESSION NUMBER: 0000919574-08-001276 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: New Gold Inc. /FI CENTRAL INDEX KEY: 0000800166 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81037 FILM NUMBER: 08607492 BUSINESS ADDRESS: STREET 1: #601-595 HOWE STREET, SUITE CITY: VANCOUVER STATE: A1 ZIP: V6C 2T5 BUSINESS PHONE: (604) 687-1629 MAIL ADDRESS: STREET 1: #601-595 HOWE STREET, SUITE CITY: VANCOUVER STATE: A1 ZIP: V6C 2T5 FORMER COMPANY: FORMER CONFORMED NAME: DRC RESOURCES CORP /FI DATE OF NAME CHANGE: 19860904 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIBRA ADVISORS INC CENTRAL INDEX KEY: 0001005557 IRS NUMBER: 133561953 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 277 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123505125 MAIL ADDRESS: STREET 1: 277 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 d853743_13g-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (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) (Amendment No. 2) New Gold Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Shares Without Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 644535106 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2007 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) - ---------- The information required in 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). CUSIP No. 644535106 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Libra Advisors, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 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 6. SHARED VOTING POWER 963,300 7. SOLE DISPOSITIVE POWER 8. SHARED DISPOSITIVE POWER 963,300 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 963,300 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.6% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 644535106 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Libra Associates, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 6. SHARED VOTING POWER 784,500 7. SOLE DISPOSITIVE POWER 8. SHARED DISPOSITIVE POWER 784,500 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 784,500 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.1% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 644535106 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Libra Fund, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 6. SHARED VOTING POWER 784,500 7. SOLE DISPOSITIVE POWER 8. SHARED DISPOSITIVE POWER 784,500 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 784,500 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.1% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 644535106 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ranjan Tandon 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 6. SHARED VOTING POWER 963,300 7. SOLE DISPOSITIVE POWER 8. SHARED DISPOSITIVE POWER 963,300 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 963,300 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.6% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 644535106 --------- Item 1(a). Name of Issuer: New Gold Inc. -------------------------------------------------------------------- (b). Address of Issuer's Principal Executive Offices: Suite 601, 595 Howe Street Vancouver, British Columbia, Canada V6C 2T5 -------------------------------------------------------------------- Item 2(a). Name of Person Filing: Libra Advisors, LLC Libra Associates, LLC Libra Fund, L.P. Ranjan Tandon, Managing Member of Libra Advisors, LLC and Libra Associates, LLC -------------------------------------------------------------------- (b). Address of Principal Business Office, or if None, Residence: Libra Advisors, LLC 909 Third Avenue 29th Floor New York, New York 10022 Libra Associates, LLC 909 Third Avenue 29th Floor New York, New York 10022 Libra Fund, L.P. 909 Third Avenue 29th Floor New York, New York 10022 Ranjan Tandon c/o Libra Advisors, LLC 909 Third Avenue 29th Floor New York, New York 10022 -------------------------------------------------------------------- (c). Citizenship: Libra Advisors, LLC - New York limited liability company Libra Associates, LLC - Delaware limited liability company Libra Fund, L.P. - Delaware limited partnership Ranjan Tandon - United States of America -------------------------------------------------------------------- (d). Title of Class of Securities: Common Shares, Without Par Value -------------------------------------------------------------------- (e). CUSIP Number: 644535106 -------------------------------------------------------------------- Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with s.240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 784,500 shares deemed beneficially owned by Libra Associates, LLC; 784,500 shares deemed beneficially owned by Libra Fund, L.P.; 963,300 shares deemed beneficially owned by Libra Advisors, LLC; 963,300 shares deemed beneficially owned by Ranjan Tandon. ---------------------------------------------------------------------- (b) Percent of class: 2.1% deemed beneficially owned by Libra Associates, LLC; 2.1% deemed beneficially owned by Libra Fund, L.P.; 2.6% deemed beneficially owned by Libra Advisors, LLC; 2.6% deemed beneficially owned by Ranjan Tandon. ---------------------------------------------------------------------- (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Libra Associates, LLC: 0 Libra Fund, L.P.: 0 Libra Advisors, LLC: 0 Ranjan Tandon: 0 (ii) Shared power to vote or to direct the vote Libra Associates, LLC: 784,500 Libra Fund, L.P.: 784,500 Libra Advisors, LLC: 963,300 Ranjan Tandon: 963,300 (iii) Sole power to dispose or to direct the disposition of Libra Associates, LLC: 0 Libra Fund, L.P.: 0 Libra Advisors, LLC: 0 Ranjan Tandon: 0 (iv) Shared power to dispose or to direct the disposition of Libra Associates, LLC: 784,500 Libra Fund, L.P.: 784,500 Libra Advisors, LLC: 963,300 Ranjan Tandon: 963,300 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 person has ceased to be the beneficial owner 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. The shares reported herein are held in the accounts of two private investment funds (the "Funds"), including Libra Fund, L.P., the investments of which are managed by Libra Advisors, LLC and/or Libra Associates, LLC, each of which Ranjan Tandon is the managing member. Libra Fund, L.P. is the only one of the Funds which beneficially owns more than five percent of the shares reported herein. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not Applicable Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. By signing below the Reporting Persons certify that, to the best of their knowledge and belief, the securities referred to above 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 such purpose or effect. 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, 2008 LIBRA ADVISORS, LLC*** By: /s/ Ranjan Tandon --------------------- Name: Ranjan Tandon Title: Managing Member LIBRA ASSOCIATES, LLC*** By: /s/ Ranjan Tandon --------------------- Name: Ranjan Tandon Title: Managing Member LIBRA FUND, L.P.*** By: LIBRA ASSOCIATES, LLC General Partner By: /s/ Ranjan Tandon --------------------- Name: Ranjan Tandon Title: Managing Member RANJAN TANDON*** /s/ Ranjan Tandon --------------------- Name: Ranjan Tandon *** The Reporting Persons specifically disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. Exhibit A AGREEMENT The undersigned agree that this Amendment No. 2 to Schedule 13G relating to the Common Shares, Without Par Value, of New Gold Inc. shall be filed on behalf of the undersigned. Date: February 13, 2008 LIBRA ADVISORS, LLC By: /s/ Ranjan Tandon --------------------- Name: Ranjan Tandon Title: Managing Member LIBRA ASSOCIATES, LLC By: /s/ Ranjan Tandon --------------------- Name: Ranjan Tandon Title: Managing Member LIBRA FUND, L.P. By: LIBRA ASSOCIATES, LLC its General Partner By: /s/ Ranjan Tandon --------------------- Name: Ranjan Tandon Title: Managing Member RANJAN TANDON /s/ Ranjan Tandon --------------------- Name: Ranjan Tandon SK 03784 0001 853743 -----END PRIVACY-ENHANCED MESSAGE-----