-----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, Vr8TvVJ7pWQCZHt1jZ07u/bd4rfycSIk/lkESNOQLQvuUCZ2N8xecomStHPobRi+ UoXShOHbekMA/ULhsNGGWg== 0000919574-09-007441.txt : 20090320 0000919574-09-007441.hdr.sgml : 20090320 20090320115459 ACCESSION NUMBER: 0000919574-09-007441 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090320 DATE AS OF CHANGE: 20090320 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Terra Nova Financial Group Inc CENTRAL INDEX KEY: 0000884892 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 752375969 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53961 FILM NUMBER: 09695193 BUSINESS ADDRESS: STREET 1: 100 S WACKER DR STREET 2: STE 1550 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3128273600 MAIL ADDRESS: STREET 1: 100 S WACKER DR STREET 2: STE 1550 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: RUSH FINANCIAL TECHNOLOGIES INC DATE OF NAME CHANGE: 20040301 FORMER COMPANY: FORMER CONFORMED NAME: RUSHMORE FINANCIAL GROUP INC DATE OF NAME CHANGE: 19971211 FORMER COMPANY: FORMER CONFORMED NAME: RUSHMORE CAPITAL CORP DATE OF NAME CHANGE: 19971209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BONANZA CAPITAL LTD CENTRAL INDEX KEY: 0001249045 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 250 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149879895 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 250 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 d977415_13d-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 6) Terra Nova Financial Group, Inc. (TNFG) - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 - -------------------------------------------------------------------------------- (Title of Class of Securities) 88102L204 - -------------------------------------------------------------------------------- (CUSIP Number) Bernay Box Bonanza Capital, Ltd. 300 Crescent Court, Suite 250 Dallas, Texas 75201 Telephone: 214-303-3900 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 18, 2008 - -------------------------------------------------------------------------------- (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 that 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 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). CUSIP No. 88102L204 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bonanza Capital, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 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 Texas NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 13,399,615 (1) 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 13,399,615 (1) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,399,615 (1) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.39% 14. TYPE OF REPORTING PERSON CO - ---------- (1) The securities reported in this Amendment No. 6 to Schedule 13D include warrants to purchase 4,706,541 shares of Common Stock of the Issuer (the "Warrants"). CUSIP No. 88102L204 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bonanza Master Fund, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 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 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 13,399,615 (1) 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 13,399,615 (1) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,399,615 (1) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.39% 14. TYPE OF REPORTING PERSON CO - ---------- (1) The securities reported in this Amendment No. 6 to Schedule 13D include the Warrants to purchase 4,706,541 shares of Common Stock of the Issuer. CUSIP No. 88102L204 --------- - -------------------------------------------------------------------------------- Item 1. Security and Issuer. The name of the issuer is Terra Nova Financial Group, Inc., an Illinois corporation (the "Company") with its principal office located at 100 South Wacker Drive, Suite 1550, Chicago Illinois 60606. This Amendment No. 6 to Schedule 13D relates to the common stock, par value $0.01 (the "Common Stock"), of the Company. - -------------------------------------------------------------------------------- Item 2. Identity and Background. This Schedule 13D is being filed by Bonanza Master Fund, Ltd. (the "Master Fund") and its investment manager, Bonanza Capital, Ltd. (the "Investment Manager") (together with the Master Fund, the "Reporting Persons"), with respect to the Common Stock of the Company. The Investment Manager is responsible for making investment decisions with respect to the Master Fund. The Investment Manager may be deemed to be a beneficial owner of the reported securities but disclaims beneficial ownership in the securities except to the extent of its pecuniary interest therein. The business address of the Investment Manager is 300 Crescent Court, Suite 250, Dallas, Texas 75201. The business address of the Master Fund is c/o J.D. Clark & Co., 2225 Washington, Suite 400, Ogden, UT 84401. The principal business of the Master Fund is to invest in securities. The Master Fund is a Cayman Islands company. The principal business of the Investment Manager is to serve as investment advisor to the Master Fund. The Investment Manager is a Texas limited partnership. None of the Reporting Persons and any of their respective officers and directors has, during the last five years: (i) been convicted in any criminal proceeding, or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in 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. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof, the Reporting Persons may be deemed to beneficially own 13,399,615 shares. The source of funds used to purchase the shares of Common Stock and the Warrants reported herein was the Master Fund's working capital. No borrowed funds were used to purchase the shares of Common Stock and the Warrants, other than any borrowed funds used for working capital purposes in the ordinary course of business. The total cost attributable to the shares of Common Stock and the Warrants acquired by the Reporting Persons is $13,939,592.90. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. The Reporting Persons acquired the shares of Common Stock and Warrants as an investment and in the ordinary course of business. In an effort to protect their investment, as well as to maximize shareholder value, the Reporting Persons may acquire additional shares, dispose of all or some of these shares from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the shares, depending on business and market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors. The Reporting Persons may also engage in and may plan for their engagement in: (1) the acquisition of additional shares of the Company, or the disposition of shares of the Company; (2) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company; (3) a sale or transfer of a material amount of assets of the Company; (4) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (5) any material change in the present capitalization or dividend policy of the Company; (6) any other material change in the Company's business or corporate structure; (7) changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (8) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association; (9) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; and/or (10) any action similar to those enumerated above. Any future decision of the Reporting Persons to take any such actions with respect to the Issuer or its securities will take into account various factors, including the prospects of the Company, general market and economic conditions and other factors deemed relevant. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. As of the date hereof, each Reporting Person is deemed to be the beneficial owner of 13,399,615 shares (including Warrants to purchase 4,706,541 shares of Common Stock) of Common Stock of the Company. Based on the Company's latest Form 8-K filed on February 23, 2009, there was a total of 25,482,942 shares outstanding as of December 31, 2008. Therefore, each of the Reporting Persons is deemed to beneficially own 44.39% (2) of the outstanding shares. Each Reporting Person has the shared power to vote, direct the vote, dispose of or direct the disposition of all 13,399,615 shares of Common Stock of the Company. The Reporting Persons have not engaged in any transactions in the shares of the Common Stock or the Warrants during the past 60 days. - ---------- (2) Calculated based on a total of 30,189,483 shares outstanding only as regards the Reporting Persons (25,482,942 shares outstanding plus Warrants owned by the Reporting Persons to purchase 4,706,541 shares). - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. It should be noted that Bernay Box, President of the general partner of Bonanza Capital, Ltd., and Murrey Wanstrath of Bonanza Capital, Ltd. became members of the Board of Directors of the Company in June 2006. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. A Joint Filing Agreement on behalf of the Reporting Persons is filed herewith as Exhibit A. 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. Bonanza Capital, Ltd.(3) By: Bonanza Fund Management, Inc. Its General Partner By: /s/ Bernay Box -------------------------- Bernay Box President Bonanza Master Fund, Ltd. By: Bonanza Capital, Ltd. Its Investment Manager By: Bonanza Fund Management, Inc. Its General Partner By: /s/ Bernay Box -------------------------- Bernay Box President DATE: March 20, 2009 - ---------- (3) The Reporting Person disclaims beneficial ownership except to the extent of its pecuniary interest therein. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A JOINT FILING AGREEMENT The undersigned agree that this Amendment No. 6 to Schedule 13D dated March 20, 2009 relating to the Common Stock of the Company shall be filed on behalf of each of the undersigned. Bonanza Capital, Ltd. By: Bonanza Fund Management, Inc. Its General Partner By: /s/ Bernay Box -------------------------- Bernay Box President Bonanza Master Fund, Ltd. By: Bonanza Capital, Ltd. Its Investment Manager By: Bonanza Fund Management, Inc. Its General Partner By: /s/ Bernay Box -------------------------- Bernay Box President SK 23214 0001 977415 -----END PRIVACY-ENHANCED MESSAGE-----