-----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, RogaGNGf4Rw9DDHskWbzzn6FnU/n4RwAsbiihE4hhVtwAf49ClyiMeWy2D0xw/ym TVQU5gdjctS++vP16PFxEw== 0000950134-07-011026.txt : 20070510 0000950134-07-011026.hdr.sgml : 20070510 20070510112733 ACCESSION NUMBER: 0000950134-07-011026 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070510 DATE AS OF CHANGE: 20070510 GROUP MEMBERS: MARK LEE 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-53961 FILM NUMBER: 07835668 BUSINESS ADDRESS: STREET 1: 100 S WACKER DR STREET 2: STE 1550 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 8668666546 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: Forest Hill Capital, LLC CENTRAL INDEX KEY: 0001316550 IRS NUMBER: 731597141 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 100 MORGAN KEEGAN DRIVE, SUITE 430 CITY: LITTLE ROCK STATE: AR ZIP: 72202 BUSINESS PHONE: 501-666-4491 MAIL ADDRESS: STREET 1: 100 MORGAN KEEGAN DRIVE, SUITE 430 CITY: LITTLE ROCK STATE: AR ZIP: 72202 SC 13G 1 d46590sc13g.htm SCHEDULE 13G sc13g
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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)

Under the Securities Exchange Act of 1934
(Amendment No. )*

TERRA NOVA FINANCIAL GROUP, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
88102L105
(CUSIP Number)
May 15, 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:

     þ Rule 13d-1(b)

     o Rule 13d-1(c)

     o 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).

 
 


Table of Contents

                     
CUSIP No.
 
88102L105 
     
73-1597141 
     
 

 

           
1   NAMES OF REPORTING PERSONS:
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
    Forest Hill Capital, L.L.C., 73-1597141
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o
  (b)   o
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  5   SOLE VOTING POWER:
     
NUMBER OF   23,464,434
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   23,464,434
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  23,464,434
     
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):
   
  8.6%**
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IA
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).

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CUSIP No.
 
88102L105 
 

 

           
1   NAMES OF REPORTING PERSONS:
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
    Mark Lee
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o
  (b)   o
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  U.S. Citizen
       
  5   SOLE VOTING POWER:
     
NUMBER OF   23,464,434
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   23,464,434
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  23,464,434
     
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):
   
  8.6%**
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).

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Item 1(a) Name of Issuer
Item 1(b) Address of Issuer’s Principal Executive Offices
Item 2(a) Name of Person Filing
Item 2(b) Address of Principal Business Office, or, if none, Residence
Item 2(c) Citizenship or Place of Organization
Item 2(d) Title of Class of Securities
Item 2(e) CUSIP Number
Item 3 Reporting Person
Item 4 Ownership
Item 5 Ownership of Five Percent or Less of a Class
Item 6 Ownership of More Than Five Percent on Behalf of Another Person
Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company
Item 8 Identification and Classification of Members of the Group
Item 9 Notice of Dissolution of Group
Item 10 Certification
SIGNATURE
Joint Filing Agreement


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SCHEDULE 13G
     This Schedule 13G (the “Schedule 13G”) is being filed on behalf of Forest Hill Capital, L.L.C., a Delaware limited liability company (“Forest Hill”) and Mr. Mark Lee, principal of Forest Hill.
     This Schedule 13G relates to Common Stock of Terra Nova Financial Group, Inc., a Texas corporation (the “Common Stock”) purchased by Forest Hill for the account of (i) Forest Hill Select Fund, L.P., of which Forest Hill is the general partner, (ii) Lone Oak Partners, L.P., of which Forest Hill is the general partner, (iii) Forest Hill Select Offshore Fund, Ltd, to which Forest Hill acts as investment advisor and (iv) a managed account to which Forest Hill acts as investment advisor.
Item 1(a)   Name of Issuer.
Terra Nova Financial Group, Inc.
Item 1(b)   Address of Issuer’s Principal Executive Offices.
100 South Wacker Drive, Suite 1550
Chicago, Illinois 60606
Item 2(a)   Name of Person Filing.
Forest Hill Capital, L.L.C. and Mark Lee
Item 2(b)   Address of Principal Business Office, or, if none, Residence.
100 Morgan Keegan Dr., Suite 430
Little Rock, Arkansas 72202
Item 2(c)   Citizenship or Place of Organization.
Forest Hill is a limited liability company organized under the laws of the State of Delaware. Mark Lee is the principal of Forest Hill and a United States citizen.
Item 2(d)   Title of Class of Securities.
Common Stock, no par value.
Item 2(e)   CUSIP Number.
88102L105

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Item 3   Reporting Person.
Forest Hill is an investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
Item 4   Ownership.
  (a)   Forest Hill and Mr. Lee are the beneficial owners of 23,464,434 shares of Common Stock.
 
  (b)   Forest Hill and Mr. Lee are the beneficial owners of 8.6% of the outstanding Common Stock. This percentage is determined by dividing 23,464,434 by 271,842,939, the number of Common Stock issued and outstanding according to the 10-KSB for fiscal year end of December 31, 2006.
 
  (c)   Forest Hill has the sole power to vote and dispose of the 23,464,434 shares of Common Stock beneficially owned by it. As the principal of Forest Hill, Mr. Lee may direct the vote and disposition of the 23,464,434 shares of Common Stock beneficially owned by Forest Hill.
Item 5 Ownership of Five Percent or Less of a Class.
Inapplicable.
Item 6   Ownership of More Than Five Percent on Behalf of Another Person.
Inapplicable.
Item 7   Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
Inapplicable.
Item 8   Identification and Classification of Members of the Group.
Inapplicable.
Item 9   Notice of Dissolution of Group.
Inapplicable.
Item 10   Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired for the 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.

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Exhibits   Exhibit 1
     
 
  Joint Filing Agreement dated May 9, 2007, between Forest Hill and Mark Lee.

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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: May 9, 2007
             
    Forest Hill Capital, L.L.C.
 
           
 
  By:   /s/ MARK LEE    
 
           
 
      Mark Lee, Manager    
 
           
    /s/ MARK LEE
     
    Mark Lee

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EX-99.1 2 d46590exv99w1.htm JOINT FILING AGREEMENT exv99w1
 

EXHIBIT 1
JOINT FILING AGREEMENT
     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Terra Nova Financial Group, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
     The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
     This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of May 9, 2007.
             
    Forest Hill Capital, L.L.C.
 
           
 
  By:   /S/ MARK LEE    
 
           
 
      Mark Lee, Manager    
 
           
    /S/ MARK LEE
     
    Mark Lee

 

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