SC 13D/A 1 a11-12837_3sc13da.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

(Rule 13d-101)

 

(Amendment No. 26)

 

INFORMATION TO BE INCLUDED IN STATEMENTS

FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS

THERETO FILED PURSUANT TO RULE 13d-2(a)

 

Platinum Energy Resources, Inc.

(Name of Issuer)

 

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

 

727659104

(CUSIP Number)

 

Jeffrey A. Legault

Goodwin Procter LLP

The New York Times Building

620 Eighth Avenue

New York, NY 10018

(212) 813-8851

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

May 19, 2011

(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), Rule 13d-1(f) or Rule 13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

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, as amended (“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).

 



 

CUSIP No.   727659104

 

 

1

Name of Reporting Person
Syd Ghermezian

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
AF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Canada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
None

 

8

Shared Voting Power
20,345,892

 

9

Sole Dispositive Power
None

 

10

Shared Dispositive Power
20,345,892

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
20,345,892

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
90.0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

2



 

CUSIP No.   727659104

 

 

11

Name of Reporting Person
Pacific International Group Holdings LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
20,345,892

 

8

Shared Voting Power
None

 

9

Sole Dispositive Power
20,345,892

 

10

Shared Dispositive Power
None

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
20,345,892

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
90.0%

 

 

14

Type of Reporting Person (See Instructions)
OO

 

3



 

This Amendment No. 26 is filed by Pacific International Group Holdings LLC (“Pacific”) and Syd Ghermezian (collectively, the “Reporting Persons”), and amends and supplements the statement on Schedule 13D (the “Statement”) originally filed with the Securities and Exchange Commission on September 12, 2007 by Braesridge Energy LLC (“BEL”) and Barry Kostiner, and amended by Amendment No. 1 on October 18, 2007, Amendment No. 2 on October 24, 2007, Amendment No. 3 on October 26, 2007, Amendment No. 4 on October 30, 2007, Amendment No. 5 on November 27, 2007, Amendment No. 6 on November 30, 2007, Amendment No. 7 on December 6, 2007 and Amendment No. 8 on December 12, 2007, each filed by BEL and Mr. Kostiner; Amendment No. 9 on February 15, 2008 and Amendment No. 10 on March 5, 2008, each filed by BEL and Mr. Ghermezian; Amendment No. 11 on June 26, 2008 and Amendment No. 12 on November 24, 2008, each filed by BEL, Regent Venture V LLC (“Regent”) and Mr. Ghermezian; Amendment No. 13 on June 1, 2009, filed by Pacific, BEL, Regent and Mr. Ghermezian; and Amendment No. 14 on June 10, 2009, Amendment No. 15 on June 19, 2009, Amendment No. 16 on July 9, 2009, Amendment No. 17 on July 31, 2009, Amendment No. 18 on December 10, 2009, Amendment No. 19 on January 27, 2010, Amendment No. 20 on February 19, 2010, Amendment No. 21 on March 9, 2010, Amendment No. 22 on August 11, 2010, Amendment No. 23 on August 12, 2010, Amendment No. 24 on April 22, 2011 and Amendment No. 25 on May 18, 2011, each filed by Pacific and Mr. Ghermezian, with respect to the common stock, par value $0.0001 per share (the “Common Stock”), of Platinum Energy Resources, Inc., a Delaware corporation (the “Issuer”).  From and after the date hereof, all references in the Statement to the Statement or terms of similar import shall be deemed to refer to the Statement as amended and supplemented hereby.

 

Except as specifically provided herein, this Amendment No. 26 does not modify any of the information previously reported in the Statement, and unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Statement.

 

The Reporting Persons previously entered into the Joint Filing Agreement, a copy of which was filed as Exhibit 99.2 to Amendment No. 14 to the Statement, and which is incorporated herein by reference thereto.

 

Neither the fact of this filing nor anything contained herein shall be deemed an admission by the Reporting Persons that they constitute a “group” as such term is used in Section 13(d)(1)(k) of the rules and regulations under the Act.

 

Item 1.

Security and Issuer

Response unchanged.

 

 

Item 2.

Identity and Background

Response unchanged.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

Response unchanged.

 

 

Item 4.

Purpose of Transaction

Response unchanged.

 

 

Item 5.

Interest in Securities of the Issuer

Item 5 is hereby supplemented as follows:

 

Pacific may be deemed to be the direct beneficial owner with sole voting and dispositive power of 20,345,892 shares of Common Stock, representing in the aggregate 90.0% of the outstanding Common Stock.

 

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The ultimate economic interest in Pacific is held by certain members of the Ghermezian family through their direct or indirect ownership of various entities that own Pacific.  Mr. Ghermezian is the Manager of Pacific.  As such, Mr. Ghermezian may be deemed to be the indirect beneficial owner with shared voting and dispositive power of the shares of Common Stock that Pacific may be deemed to beneficially own directly.  Therefore, Mr. Ghermezian may be deemed to be the indirect beneficial owner with shared voting and dispositive power of 20,345,892 shares of Common Stock, representing in the aggregate 90.0% of the number of shares of Common Stock issued and outstanding.

 

The calculation of the foregoing percentages is made on the basis of there being 22,606,476 shares of Common Stock outstanding as of April 13, 2011, as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby supplemented as follows:

 

On May 19, 2011, Pacific entered into Letter Agreements with (i) Larry A. Stapp and Frances N. Stapp, (ii) Chris Bosecker and (iii) Ted Bosecker (together with the Shareholders who entered into the Letter Agreements with Pacific on April 21, 2011, May 16, 2011 and May 17, 2011 (the “Prior Letter Agreements”), each, a “Shareholder” and collectively the “Shareholders”) on the same terms as the Prior Letter Agreements.

 

The updated table listing the Shareholders who have entered into Letter Agreements is included below.

 

Shareholder

 

Lock-up Shares

 

Tim G. Culp

 

1,801,581

 

Michael G. Cunningham

 

600,526

 

The Patrick A Gerschel Living Trust dtd 9/23/1997

 

592,500

 

Hereford Holdings, LLC

 

107,500

 

Toben A. Scott

 

108,495

 

William C. Glass

 

270,000

 

Connie J. Culp

 

176,331

 

Sam Nebenzahl

 

171,395

 

Perry J. Radoff, P.C., Profit Sharing Plan

 

468,730

 

Bradley Louis Radoff

 

1,200,000

 

Todd M. Yocham

 

484,548

 

Keren Ohr Lanoar B

 

625,000

 

Arthur W. Tifford, P.A.

 

104,799

 

Larry A. Stapp and Frances N. Stapp

 

28,846

 

Chris Bosecker

 

10,000

 

Ted Bosecker

 

7,211

 

Total Lock-up Shares:

 

6,757,462

 

 

 

The number of Shares subject to the Letter Agreements, when aggregated with the number of Shares Pacific currently holds, represents 90.0% of the outstanding Shares.  Accordingly, pursuant to the Letter Agreements, if Pacific were to commence a tender offer involving a purchase price per Share of not less than the Minimum Consideration and having as a mandatory, non-waivable minimum acceptance condition that the number of Shares tendered to Pacific in such tender offer would result in Pacific holding not less than 90% of the issued and outstanding Shares, the holders of the Shares subject to the Letter Agreements would be contractually required to tender such Shares to Pacific.  Pacific may therefore be deemed to have beneficial ownership of the Shares subject to the Letter Agreements.

 

Each of the Letter Agreements with (i) Larry A. Stapp and Frances N. Stapp, (ii) Chris Bosecker and (iii) Ted Bosecker is filed herewith as an exhibit and is incorporated herein by reference thereto.

 

On May 19, 2011, Pacific acquired 91,884 shares of Common Stock, at a price per share of $1.50, in a private secondary market transaction that was exempt from any registration requirements under the Securities Act of 1933.  On May 20, 2011, Pacific acquired 5,000 shares of Common Stock, at a price per share of $1.50, in a private secondary market transaction that was exempt from any registration requirements under the Securities Act of 1933.  On May 20, 2011, Pacific acquired 1,250 shares of Common Stock in open market purchases at a price per share of $1.50.

 

Item 7.

Material to be Filed as Exhibits

Exhibit 99.18.   Letter Agreement, dated May 19, 2011, by and between Pacific International Group Holdings LLC and Larry A. Stapp and Frances N. Stapp.

 

5



 

Exhibit 99.19.   Letter Agreement, dated May 19, 2011, by and between Pacific International Group Holdings LLC and Chris Bosecker.

 

Exhibit 99.20.   Letter Agreement, dated May 19, 2011, by and between Pacific International Group Holdings LLC and Ted Bosecker.

 

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SIGNATURES

 

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: May 23, 2011

 

 

 

 

 

 

/s/ Syd Ghermezian

 

Syd Ghermezian

 

 

 

 

 

PACIFIC INTERNATIONAL GROUP HOLDINGS LLC

 

 

 

 

 

By:

/s/ Syd Ghermezian

 

Name: Syd Ghermezian

 

Title: Manager

 

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