-----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, NIkXE/87nqqicTU5mZoHJMEs0+t4qVzAfqvrxaZGiyIa8x+85ZKTIRIC8tgXLsN2 RhfZc/Qik7VJbAazArsmkw== 0001019056-08-001058.txt : 20080815 0001019056-08-001058.hdr.sgml : 20080814 20080815120351 ACCESSION NUMBER: 0001019056-08-001058 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080815 DATE AS OF CHANGE: 20080815 GROUP MEMBERS: ADAM BENOWITZ GROUP MEMBERS: VISION CAPITAL ADVISORS, LLC GROUP MEMBERS: VISION OPPORTUNITY CHINA FUND LIMITED GROUP MEMBERS: VISION OPPORTUNITY CHINA GP LIMITED GROUP MEMBERS: VISION OPPORTUNITY CHINA LP GROUP MEMBERS: VISION OPPORTUNITY MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WUHAN GENERAL GROUP (CHINA), INC CENTRAL INDEX KEY: 0000842694 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 841092589 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82226 FILM NUMBER: 081021976 BUSINESS ADDRESS: STREET 1: CANGLONGDAO SCIENCE PARK OF WUHAN STREET 2: EAST LAKE HI-TECH DEVELOPMENT ZONE CITY: WUHAN, HUBEI STATE: F4 ZIP: 430200 BUSINESS PHONE: 011 86 138 7113 6999 MAIL ADDRESS: STREET 1: CANGLONGDAO SCIENCE PARK OF WUHAN STREET 2: EAST LAKE HI-TECH DEVELOPMENT ZONE CITY: WUHAN, HUBEI STATE: F4 ZIP: 430200 FORMER COMPANY: FORMER CONFORMED NAME: UNITED NATIONAL FILM CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: RIVERSIDE CAPITAL INC DATE OF NAME CHANGE: 19920511 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VISION CAPITAL ADVISORS, LLC CENTRAL INDEX KEY: 0001411962 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-849-8242 MAIL ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 wuhan_13g.txt SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* Wuhan General Group (China), Inc. ------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.0001 ------------------------------------------------------- (Title of Class of Securities) 982569105 ------------------------------------------------------- (CUSIP Number) August 14, 2008 ------------------------------------------------------- (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 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 ("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). Page 1 of 11 CUSIP No. 982569105 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Adam Benowitz 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 NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 2,309,068 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER 0 PERSON WITH: 8. SHARED DISPOSITIVE POWER 2,309,068 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,309,068 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) 9.9% 12. Type of Reporting Person (See Instructions) IN Page 2 of 11 CUSIP No. 982569105 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Vision Capital Advisors, LLC (formerly known as Vision Opportunity Capital Management, 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 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 2,309,068 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER 0 PERSON WITH: 8. SHARED DISPOSITIVE POWER 2,309,068 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,309,068 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) 9.9% 12. Type of Reporting Person (See Instructions) IA Page 3 of 11 CUSIP No. 982569105 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Vision Opportunity Master Fund, Ltd. 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 Cayman Islands NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 2,049,104 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER 0 PERSON WITH: 8. SHARED DISPOSITIVE POWER 2,049,104 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,049,104 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) 8.8% 12. Type of Reporting Person (See Instructions) CO Page 4 of 11 CUSIP No. 982569105 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Vision Opportunity China Fund Limited 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 Guernsey NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 259,964 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER 0 PERSON WITH: 8. SHARED DISPOSITIVE POWER 259,964 9. Aggregate Amount Beneficially Owned by Each Reporting Person 259,964 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) 1.1% 12. Type of Reporting Person (See Instructions) CO Page 5 of 11 CUSIP No. 982569105 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Vision Opportunity China LP 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 Guernsey NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 259,964 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER 0 PERSON WITH: 8. SHARED DISPOSITIVE POWER 259,964 9. Aggregate Amount Beneficially Owned by Each Reporting Person 259,964 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) 1.1% 12. Type of Reporting Person (See Instructions) PN Page 6 of 11 CUSIP No. 982569105 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Vision Opportunity China GP Limited 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 Guernsey NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 259,964 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER 0 PERSON WITH: 8. SHARED DISPOSITIVE POWER 259,964 9. Aggregate Amount Beneficially Owned by Each Reporting Person 259,964 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) 1.1% 12. Type of Reporting Person (See Instructions) CO Page 7 of 11 EXPLANATORY NOTE The Filers (as defined below) are filing this Statement on Schedule 13G (this "Statement") voluntarily, as of August 14, 2008, in connection with the effectiveness of the Issuer's Registration Statement on Form 8A on July 16, 2008. All of the securities reported herein were owned by the Filers on July 16, 2008 and have been continuously owned by the Filers since such date. Item 1. (a) The name of the issuer is Wuhan General Group (China), Inc. (the "Issuer"). (b) The principal executive offices of the Issuer are located at Canglongdao Science Park of Wuhan East Lake Hi-Tech Development Zone, Wuhan, Hubei 430200, People's Republic of China. Item 2. (a) This Statement is being filed by (i) Vision Opportunity Master Fund, Ltd., a Cayman Islands company (the "Master Fund"), (ii) Vision Opportunity China LP, a limited partnership organized under the laws of Guernsey (the "China Fund" and, together with the Master Fund, the "Funds"), (iii) Vision Opportunity China GP Limited, a corporate entity organized under the laws of Guernsey (the "China Fund GP"), which serves as the general partner of the China Fund, (iv) Vision Opportunity China Fund Limited, a corporate entity organized under the laws of Guernsey (the "China Fund Ltd."), which controls the China Fund GP, (v) Vision Capital Advisors, LLC, a Delaware limited liability company (formerly known as Vision Opportunity Capital Management, LLC) (the "Investment Manager"), which serves as the investment manager of the Master Fund and the China Fund Ltd. and (vi) Adam Benowitz, the Managing Member of the Investment Manager (all of the foregoing, collectively, the "Filers"). Each Fund is an investment vehicle formed for the purpose of investing and trading in a wide variety of securities and financial instruments. The Funds directly own all of the respective shares reported in this Statement. Mr. Benowitz and the Investment Manager may be deemed to share with the Funds voting and dispositive power with respect to such shares and the China Fund GP and China Fund Ltd. may be deemed to share with the China Fund voting and dispositive power with respect to such shares owned by the China Fund. Each Filer disclaims beneficial ownership with respect to any shares other than those owned directly by such Filer. (b) The principal business office of the Master Fund is: c/o Citi Hedge Fund Services (Cayman) Limited P.O. Box 1748 Cayman Corporate Centre 27 Hospital Road, 5th Floor Grand Cayman KY1-1109 Cayman Islands The principal business office of each of the Investment Manager and Mr. Benowitz is: 20 West 55th Street, 5th Floor New York, New York 10019 USA The principal business office of each of the China Fund, the China Fund GP and the China Fund Ltd. is: Suites 13 and 15 Sarnia House Le Truchot St Peter Port Guernsey GY1 4NA Page 8 of 11 (c) For citizenship information see Item 4 of the cover page of each Filer. (d) This Statement relates to the Common Stock, par value $0.0001 per share, of the Issuer (the "Common Stock"). (e) The CUSIP Number of the Common Stock is listed on the cover pages hereto. 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) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the 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 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations 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 240.13d-1(b)(1)(ii)(J). Not applicable. Item 4. Ownership. See Items 5-9 and 11 on the cover page for each Filer, and Item 2, which information is given as of August 14, 2008 and is based on 22,857,711 shares of Common Stock outstanding as of August 11, 2008, as reported on the Issuer's Quarterly Report on Form 10-Q filed on August 13, 2008. 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: [ ] Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Page 9 of 11 Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. 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. (a) Not applicable. (b) 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. Page 10 of 11 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. Dated: August 14, 2008 ADAM BENOWITZ VISION CAPITAL ADVISORS, LLC VISION OPPORTUNITY MASTER FUND, LTD. By: /s/ ADAM BENOWITZ ------------------------------------- Adam Benowitz, for himself, as Managing Member of the Investment Manager and as a Director of the Master Fund VISION OPPORTUNITY CHINA LP VISION OPPORTUNITY CHINA GP LIMITED VISION OPPORTUNITY CHINA FUND LIMITED By: /s/ DAVID BENWAY ------------------------------------- David Benway, as a Director of the China Fund GP (for itself and as general partner of the China Fund) and the China Fund Ltd. Page 11 of 11 EXHIBIT INDEX Exhibit No. Document 1 Joint Filing Agreement Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of Wuhan General Group (China), Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement. Dated: August 14, 2008 ADAM BENOWITZ VISION CAPITAL ADVISORS, LLC VISION OPPORTUNITY MASTER FUND, LTD. By: /s/ ADAM BENOWITZ ------------------------------------- Adam Benowitz, for himself, as Managing Member of the Investment Manager and as a Director of the Master Fund VISION OPPORTUNITY CHINA LP VISION OPPORTUNITY CHINA GP LIMITED VISION OPPORTUNITY CHINA FUND LIMITED By: /s/ DAVID BENWAY ------------------------------------- David Benway, as a Director of the China Fund GP (for itself and as general partner of the China Fund) and the China Fund Ltd. -----END PRIVACY-ENHANCED MESSAGE-----