-----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, PjwBl/bcOX+7YE73ZBH2NeJSssIk0bCz8JRQgKnJmTEaSkovssZSwEKnJFl7/We9 fuG1inU3KZNFqptyfX1pow== 0001104659-06-084470.txt : 20061229 0001104659-06-084470.hdr.sgml : 20061229 20061229172952 ACCESSION NUMBER: 0001104659-06-084470 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061229 DATE AS OF CHANGE: 20061229 GROUP MEMBERS: DORSET MANAGEMENT CORPORATION GROUP MEMBERS: MATTERHORN OFFSHORE FUND LIMITED FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KNOTT DAVID M CENTRAL INDEX KEY: 0000808722 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 485 UNDERHILL BLVD STREET 2: STE 205 CITY: SYOSSET STATE: NY ZIP: 11791-3419 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORGI INTERNATIONAL LTD CENTRAL INDEX KEY: 0001028637 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50935 FILM NUMBER: 061306609 BUSINESS ADDRESS: STREET 1: UNIT 10, 16/F, WAH WAI CENTRE STREET 2: 38-40 AU PUI WAN STREET CITY: FOTAN, NEW TERRITORIES STATE: K3 ZIP: 00000 BUSINESS PHONE: 01185222566000 MAIL ADDRESS: STREET 1: UNIT 10, 16/F, WAH WAI CENTRE STREET 2: 38-40 AU PUI WAN STREET CITY: FOTAN, NEW TERRITORIES STATE: K3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: ZINDART LTD DATE OF NAME CHANGE: 19971017 FORMER COMPANY: FORMER CONFORMED NAME: ZINDART INDUSTRIAL CO LTD DATE OF NAME CHANGE: 19961209 SC 13G/A 1 a06-26666_1sc13ga.htm AMENDMENT

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

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.3)(1)

 

Corgi International Ltd.

(Name of Issuer)

Common Stock $.0646 Par Value

(Title of Class of Securities)

21872Q202

(CUSIP Number)

December 20, 2006

(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)

            (1)  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 the disclosures provided in a prior cover page.

            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 (the "Act") 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. 21872Q202

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
David M. Knott

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(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
1,206,372

 

6.

Shared Voting Power
59,930

 

7.

Sole Dispositive Power
1,280,299

 

8.

Shared Dispositive Power
none

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,280,299

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
12.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

2



 

CUSIP No. 21872Q202

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Dorset Management Corporation   11-2873658

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(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
1,206,372

 

6.

Shared Voting Power
59,930

 

7.

Sole Dispositive Power
1,280,299

 

8.

Shared Dispositive Power
none

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,280,299

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
12.1%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

3



 

CUSIP No. 21872Q202

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Matterhorn Offshore Fund Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
British Virgin Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
590,352

 

6.

Shared Voting Power
none

 

7.

Sole Dispositive Power
590,352

 

8.

Shared Dispositive Power
none

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
590,352

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.6

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

4



 

Item 1.

 

(a)

Name of Issuer
Corgi International Ltd.

 

(b)

Address of Issuer’s Principal Executive Offices
1203 East Wing
New World Office Bldg.
24 Salisbury Rd.
Tsim Sha Tsui, CHINA

 

Item 2.

 

(a)

Name of Person Filing
David M. Knott; Dorset Management Corporation; Matterhorn Offshore Fund Limited

 

(b)

Address of Principal Business Office or, if none, Residence
For David M. Knott and Dorset Management Corporation
485 Underhill Boulevard, Suite 205
Syosset, New York 11791

For Matterhorn Offshore Fund Limited InterCaribbean Services Limited c/o CITCO Fund Services (Curacao)
N.V., Kaya Flamboyan 9, Curacao, Netherlands Antilles
Attention: Sharin Lasten

 

(c)

Citizenship
David M. Knott - United States
Dorset Management Corporation - New York;
Matterhorn Offshore Fund Limited - British Virgin Islands

 

(d)

Title of Class of Securities
Common Stock, $.0646 Par Value

 

(e)

CUSIP Number
21872Q202

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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)

x

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

5



 

Item 4.

Ownership

David M. Knott and Dorset Management Corporation and Matterhorn Offshore Fund Ltd.
See Rows 5 through 9 and 11 on the corresponding pagse (pp. 2-4) for each reporting person.

 

Item 5.

Ownership of Five Percent or Less of a Class

N/A

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Persons, other than the Reporting Persons hereunder, have the right to receive or the power to direct the receipt of dividends, or the proceeds from the sale, of the securities 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

N/A

 

Item 8.

Identification and Classification of Members of the Group

N/A

 

Item 9.

Notice of Dissolution of Group

N/A

 

Item 10.

Certification

                By signing below I certify that, to the best of my 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 that purpose or effect.

 

                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.

 

6



 

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.

 

 

 

December 29, 2006

 

 

Date

 

 


/s/ David M. Knott

 

 

Signature

 

 


David M. Knott

 

 

Name/Title

 

 

 

 

DORSET MANAGEMENT CORPORATION

 

 

 

 

By:

/David M. Knott/

 

 

David M. Knott, President

 

 

 

 

MATTERHORN OFFSHORE FUND LIMITED

 

 

 

 

By:

InterCaribbean Services Limited

 

 

 

 

By:

/Nicola Gillespie/ /Nicholas Braham/

 

Name:

Nicola Gillespie and Nicholas Braham

 

Title:

Directors

 

 

 

 

By:

Eclipse Consulting LLC

 

 

 

 

By:

/EricAnderson/

 

Name:

Eric Anderson

 

Title:

Director

 

 

 

 

 

 

 

7


 -----END PRIVACY-ENHANCED MESSAGE-----