-----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, DVyjNbQhiisqd7wX2BE/LsFfnl59m9pVQeGnl21q6cQ1xslv+7LkyB4Xd3ovr7/i NT5o1fWSDJjn6Z/zgV77yw== 0000009015-09-000077.txt : 20090327 0000009015-09-000077.hdr.sgml : 20090327 20090327120050 ACCESSION NUMBER: 0000009015-09-000077 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090327 DATE AS OF CHANGE: 20090327 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GSE SYSTEMS INC CENTRAL INDEX KEY: 0000944480 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 521868008 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45371 FILM NUMBER: 09708962 BUSINESS ADDRESS: STREET 1: 7133 RUTHERFORD RD STREET 2: SUITE 200 CITY: BALTIMORE STATE: MD ZIP: 21244 BUSINESS PHONE: 4102773740 MAIL ADDRESS: STREET 1: 7133 RUTHERFORD RD STREET 2: SUITE 200 CITY: BALTIMORE STATE: MD ZIP: 21244 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BABSON CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000009015 IRS NUMBER: 041054788 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 470 ATLANTIC AVENUE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-761-6662 MAIL ADDRESS: STREET 1: 470 ATLANTIC AVENUE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: BABSON DAVID L & CO INC DATE OF NAME CHANGE: 19920929 SC 13G/A 1 gsesystemsamended2nd.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Under the Securities Exchange Act of 1934) (Amendment No.2)* GSE Systems, Inc. - ------------------------------------------------------ (Name of Issuer) Common Stock - --------------------------------- (Title of Class of Securities) 36227K106 - ----------------------- (Cusip Number) February 28, 2009 _______________________________ (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this schedule is filed: [X] Rule 13d-1 (b) Babson Capital Management LLC [X] Rule 13d-1 (c) Cobbs Wharf Master Fund, L.P. [ ] Rule 13d-1 (d) *The remainder of this cover page shall be filled out for a reporting person's initial filing of 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.) [Continued on the following page(s)] Page 1 of 8 Pages CUSIP No 36227K106 Page 2 of 8 Pages ______________________________________________________________ 1. Name of reporting person S.S. or I.R.S. identification no. of above person Babson Capital Management LLC 51-0504477 - ---------------------------------------------------------------- 2. Check the appropriate box if a member of a group (a)( ) (b)( X ) - ---------------------------------------------------------------- 3. SEC use only - ---------------------------------------------------------------- 4. Citizenship or place of organization Delaware - ---------------------------------------------------------------- 5. Sole Voting Power 0 Number of ----------------------------- shares 6. Shared Voting Power beneficially owned by 1,600,000 each ----------------------------- Reporting 7. Sole Dispositive Power person with 0 ----------------------------- 8. Shared Dispositive Power 1,600,000 --------------------------------------------------------------- 9. Aggregate amount beneficially owned by each reporting person 1,600,000 (1) --------------------------------------------------------------- 10. Check if the aggregate amount in row (9) excludes certain shares* ---------------------------------------------------------------- 11. Percent of class represented by amount in row 9 10.02% (2) ---------------------------------------------------------------- 12. Type of Reporting person IA 1) Babson Capital Management LLC (Babson Capital) serves as investment adviser to Cobbs Wharf Master Fund, L.P., a Cayman Islands limited partnership, which is the registered holder of 1,600,000 of the shares reported as beneficially owned by Babson Capital. (2) Based on 15,965,346 shares of GSE Systems, Inc. common stock outstanding as reported in the issuer's Quarterly Report on Form 10-Q, for the period ending September 30, 2008. CUSIP No 36227K106 Page 3 of 8 Pages ______________________________________________________________ 1. Name of reporting person S.S. or I.R.S. identification no. of above person Cobbs Wharf Master Fund, L. P. - ---------------------------------------------------------------- 2. Check the appropriate box if a member of a group (a)( ) (b)( X ) - ---------------------------------------------------------------- 3. SEC use only - ---------------------------------------------------------------- 4. Citizenship or place of organization Grand Cayman - ---------------------------------------------------------------- 5. Sole Voting Power 0 Number of ----------------------------- shares 6. Shared Voting Power beneficially owned by 1,600,000 each ----------------------------- Reporting 7. Sole Dispositive Power person with 0 ----------------------------- 8. Shared Dispositive Power 1,600,000 --------------------------------------------------------------- 9. Aggregate amount beneficially owned by each reporting person 1,600,000 (1) --------------------------------------------------------------- 10. Check if the aggregate amount in row (9) excludes certain shares* ---------------------------------------------------------------- 11. Percent of class represented by amount in row 9 10.02% (2) ---------------------------------------------------------------- 12. Type of Reporting person PN 1) Babson Capital Management LLC (Babson Capital) serves as investment adviser to Cobbs Wharf Master Fund, L.P., a Cayman Islands limited partnership, which is the registered holder of 1,600,000 of the shares reported as beneficially owned by Babson Capital. (2) Based on 15,965,346 shares of GSE Systems, Inc. common stock outstanding as reported in the issuer's Quarterly Report on Form 10-Q, for the period ending September 30, 2008. CUSIP No 36227K106 Page 4 of 8 Pages ______________________________________________________________ SCHEDULE 13G ITEM 1(A): NAME OF ISSUER: GSE Systems, Inc. 1(B): ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 1332 Londontown Blvd., Suite 200 Sykesville, MD 21784 ITEM 2(A): NAME OF PERSON FILING: (i) Babson Capital Management LLC (Babson) as investment adviser. (ii) Cobbs Wharf Master Fund, L.P. (Cobbs Wharf) ITEM 2(B): ADDRESS OF PRINCIPAL BUSINESS OFFICE: Babson Capital Management LLC 470 Atlantic Avenue Boston, MA 02210-2208 Cobbs Wharf Master Fund, L.P. 470 Atlantic Avenue Boston, MA 02210-2208 ITEM 2(C): CITIZENSHIP: See Item 4 of Cover Page ITEM 2(D): TITLE OF CLASS OF SECURITIES: See Cover Page ITEM 2(E): CUSIP NUMBER: See Cover Page ITEM 3: TYPE OF REPORTING PERSON: This statement is filed pursuant to Rule 13d-l(b) (1) (ii) (E) for Babson Capital. ITEM 4: OWNERSHIP: See each cover page. CUSIP No 36227K106 Page 5 of 8 Pages ______________________________________________________________ ITEM 5: OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not Applicable ITEM 6: OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Cobbs Wharf Master Fund, L. P. 10.02% 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: BABSON CAPITAL MANAGEMENT LLC 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 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: March 27, 2009 Babson Capital Management LLC Signature: // James Masur // Name/Title: James Masur Chief Compliance Officer Managing Director CUSIP No 36227K106 Page 6 of 8 Pages ______________________________________________________________ COBBS WHARF MASTER FUND, L.P.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 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: March 27, 2009 Cobbs Wharf Master Fund, L.P. By: Cobbs Wharf Management, LLC Its General Partner By: // James Masur // Name: James Masur Title: Chief Compliance Officer Managing Director CUSIP No 36227K106 Page 7 of 8 Pages ______________________________________________________________ JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the amended Schedule 13G filed on or about this date and any future amendments thereto with respect to the beneficial ownership by the undersigned of common shares of GSE Systems, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1). This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. March 27, 2009 -------------------- Date Babson Capital Management LLC _____________________________ By: // James Masur // Name: James Masur Title: Chief Compliance Officer Managing Director Cobbs Wharf Master Fund, L.P. _____________________________ By: Cobbs Wharf Management, LLC Its General Partner By: // James Masur // Name: James Masur Title: Chief Compliance Officer Managing Director CUSIP No 36227K106 Page 8 of 8 Pages ______________________________________________________________ March 27, 2009 Securities and Exchange Commission Operations Center Attn: Stop 0-7 6432 General Green Way Alexandria, VA 22312-2413 Re: SCHEDULE 13G ON BEHALF OF GSE SYSTEMS, INC. FOR THE MONTH ENDING FEBRUARY 28, 2009 Dear Sir or Madam: Babson Capital Management LLC and Cobbs Wharf Master Fund, L.P. are filing today an amended Schedule 13G through the EDGAR system as required by Section 240.13d-1(b) and Section 240.13d-1(c) to reflect beneficial ownership of greater than 10% of the outstanding stock of the above-mentioned issuer. Please note that the shares as to which this Schedule is filed are owned by investment advisory clients of Babson Capital Management LLC, which may be deemed a beneficial owner of the shares only by virtue of the direct or indirect investment discretion it possesses pursuant to the provisions of investment advisory agreements with such clients. A copy of the Schedule 13G is being sent to the issuer as required by Rule 13d-7. Comments or questions concerning the above may be directed to the undersigned at (617)761-3834. Sincerely, // James Masur // James Masur Chief Compliance Officer Managing Director -----END PRIVACY-ENHANCED MESSAGE-----