-----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, IXCIVXl1ZOZpCtKT5rf8YEWFxRhlFVPKOGIHYwut0xB0TXFs6xcPQtCYATBIk48L cIzhfBzkG33rqYdtKITPgg== 0001095449-04-000105.txt : 20040709 0001095449-04-000105.hdr.sgml : 20040709 20040709191051 ACCESSION NUMBER: 0001095449-04-000105 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040319 FILED AS OF DATE: 20040709 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MINERA ANDES INC /WA CENTRAL INDEX KEY: 0001030219 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 111 E MAGNESIUM RD, SUITE A CITY: SPOKANE STATE: WA ZIP: 99208 BUSINESS PHONE: 5099217322 MAIL ADDRESS: STREET 1: 111 E MAGNESIUM RD, SUITE A CITY: SPOKANE STATE: WA ZIP: 99208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PASSPORT MANAGEMENT LLC CENTRAL INDEX KEY: 0001228958 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22731 FILM NUMBER: 04908878 BUSINESS ADDRESS: STREET 1: 402 JACKSON STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 321-4607 MAIL ADDRESS: STREET 1: 402 JACKSON STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: PASSPORT HOLDINGS LLC DATE OF NAME CHANGE: 20030424 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2004-03-19 0 0001030219 MINERA ANDES INC /WA MAI 0001228958 PASSPORT MANAGEMENT LLC 402 JACKSON STREET SAN FRANCISCO CA 94111 0 0 1 0 Common Stock 2004-03-19 4 P 0 621800 0.4845 A 8282700 I See Footnotes Common Stock 2004-03-19 4 P 0 378200 0.4845 A 8850000 I See Footnotes Warrant 2004-03-19 4 P 0 310900 A 2004-03-19 2005-09-12 Common Stock (Restricted) 310900 2760900 I See Item 7 Table I Warrant 2004-03-19 4 P 0 189100 A 2004-03-19 2005-09-12 Common Stock (Restricted) 189100 2950000 I See Item 7 TableI The shares reported in this response are beneficially owned by Passport Master Fund LP (5,436,555 shares) and Passport Master Fund II, LP (2,846,145) shares, each an international limited partnership formed under the laws of the British Virgin Islands (each, a "Partnership," together, the "Partnerships") and indirectly beneficially owned by Passport Management, LLC ("Passport") , a Delaware limited liability company and the Partnerships' investment adviser (8,282,700 shares), Passport Holdings, LLC, a Delaware limited liability company and the Partnerships' general partner (8,282,700 shares), Passport Capital, LLC, a Delaware limited liability company and the managing member of Passport and Passport Holdings, LLC (8,282,700 shares), Ralph K. McCluskey, a natural person and control person and managing partner of Passport (8,282,700 shares), and John H. Burbank, a natural person and a control person and managing partner of Passport (8,282,700 shares) The shares reported in this response are beneficially owned by Passport Master Fund LP (5,436,555 shares) and Passport Master Fund II, LP (3,413,445 shares), each an international limited partnership formed under the laws of the British Virgin Islands (each, a "Partnership," together, the "Partnerships") and indirectly beneficially owned by Passport Management, LLC ("Passport"), a Delaware limited liability company and the Partnerships' investment adviser (8,850,000 shares), Passport Holdings, LLC, a Delaware limited liability company and the Partnerships' general partner (8,850,000 shares), Passport Capital, LLC, a Delaware limited liability company and the managing member of Passport and Passport Holdings, LLC (8,850,000 shares), Ralph K. McCluskey, a natural person and control person and managing partner of Passport (8,850,000 shares), and John H. Burbank, a natural person and a control person and managing partner of Passport (8,850,000 shares). The 5,436,555 shares reported for Passport Master Fund LP (see footnote 1 above) consist of 3,204,800 restricted common shares, 419,570 unrestricted common shares and 1,812,185 warrants, of which 1,602,400 are exercisable for restricted common shares and 209,785 are exercisable for unrestricted common shares. The 3,413,445 shares reported for Passport Master Fund II, LP (see footnote 2 above) consist of 1,295,200 restricted common shares, 980,430 unrestricted common shares and 1,137,815 warrants, of which 647,600 are exercisable for restricted common shares and 490,215 are exercisable for unrestricted common shares). Pursuant to the operating agreement of Passport, Ralph K. McCluskey and John H. Burbank, in their separate capacities as a control person and managing partner of Passport Capital, LLC, are authorized, among other things, to indirectly and jointly direct the activities of Passport and, thereby, to exercise voting and dispositive power over the common shares reported herein. Pursuant to the operating agreement of Passport Capital, LLC, Ralph K. McCluskey does not have sole voting or dispositive power over the common shares reported herein. This joint filing on Form 4 shall not be deemed an admission that Mr. McCluskey is, for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise, the beneficial owner of any equity securities reported in this joint filing. Mr. McCluskey disclaims beneficial ownership of the shares being reported in this response except to the extent that he has an indirect pecuniary interest therein. Pursuant to the operating agreement of Passport Capital, LLC, John H. Burbank does not have sole voting or dispositive power over the shares reported herein. This joint filing on Form 4 shall not be deemed an admission that Mr. Burbank is, for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise, the beneficial owner of any equity securities reported in this joint filing. Mr. Burbank disclaims beneficial ownership of the shares being reported in this response except to the extent that he has an indirect pecuniary interest therein. Warrants were received as part of the purchase of the common stock. CDN$ 0.80 PASSPORT MANAGEMENT, LLC, By: Passport Capital, LLC, its managing member, By: John H. Burbank, its managing partner 2004-07-08 PASSPORT CAPITAL, LLC, By: John H. Burbank, its managing partner 2004-07-08 PASSPORT HOLDINGS, LLC, By: Passport Capital, LLC, its managing member, By: John H. Burbank, its managing partner 2004-07-08 PASSPORT MASTER FUND LP, By: Passport Holdings, LLC, its GP, By: Passport Capital, LLC, its managing member, By: John H. Burbank, its managing partner 2004-07-08 PASSPORT MASTER FUND II, LP, By: Passport Holdings, LLC, its GP, By: Passport Capital, LLC, its managing member, By: John H. Burbank, its managing partner 2004-07-08 John H. Burbank 2004-07-08 Ralph K. McCluskey 2004-07-08 -----END PRIVACY-ENHANCED MESSAGE-----