-----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, Na/6VdWB/H8Bveh13eCubgT1lf9UYq5c5Ls3DOlAJKLBYSQodZ+RTrbBiQYK+8dM 8RIAZ46Klf/wCqKcx43yqw== 0000929638-10-000163.txt : 20100216 0000929638-10-000163.hdr.sgml : 20100215 20100216162904 ACCESSION NUMBER: 0000929638-10-000163 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 GROUP MEMBERS: IONIC CAPITAL MASTER FUND LTD. GROUP MEMBERS: IONIC CAPITAL PARTNERS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Millennium India Acquisition CO Inc. CENTRAL INDEX KEY: 0001358656 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82071 FILM NUMBER: 10608405 BUSINESS ADDRESS: STREET 1: 330 EAST 38TH STREET STREET 2: SUITE 40H CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 917-640-2151 MAIL ADDRESS: STREET 1: 330 EAST 38TH STREET STREET 2: SUITE 40H CITY: NEW YORK STATE: NY ZIP: 10016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ionic Capital Management LLC CENTRAL INDEX KEY: 0001386462 IRS NUMBER: 680629832 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 366 MADISON AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-294-8505 MAIL ADDRESS: STREET 1: 366 MADISON AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 ionic_13gamillennium.htm SCHEDULE 13G AMENDMENT - MILLENNIUM INDIA ACQUISITION CO INC. ionic_13gamillennium.htm
 
 

 
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  OMB APPROVAL
  OMB Number:3235-0145
  Expires: February 28, 2009
  Estimated average burden
  hours per response… 10.4
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)1/


MILLENNIUM INDIA ACQUISITION COMPANY INC.
(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)


 
60039Q101
 
(CUSIP Number)

December 31, 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:

[ ]           Rule 13d-1(b)

[x]          Rule 13d-1(c)

[ ]           Rule 13d-1(d)


 
                    1/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.  Beneficial ownership information contained herein is given as of the date listed above.
 
               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).

 
 

 
CUSIP No. 60039Q101


1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Ionic Capital Partners LP
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 -0-
 
6    Shared Voting Power
611,659 shares
Refer to Item 4 below.
7    Sole Dispositive Power
 -0-
8    Shared Dispositive Power
611,659 shares
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
611,659 shares
Refer to Item 4 below.
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
11
Percent of Class Represented by Amount in Row (9)*
5.7%
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
OO - Limited Partnership
 


 
 

 
CUSIP No. 60039Q101



1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Ionic Capital Management LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 -0-
 
6    Shared Voting Power
611,659 shares
Refer to Item 4 below.
7    Sole Dispositive Power
 -0-
8    Shared Dispositive Power
611,659 shares
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
611,659 shares
Refer to Item 4 below.
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
11
Percent of Class Represented by Amount in Row (9)*
5.7%
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
OO - Limited Liability Company
 

 
 

 
CUSIP No. 60039Q101



1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Ionic Capital Master Fund Ltd.
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 -0-
 
6    Shared Voting Power
416,830 shares
Refer to Item 4 below.
7    Sole Dispositive Power
 -0-
8    Shared Dispositive Power
416,830 shares
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
416,830 shares
Refer to Item 4 below.
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
11
Percent of Class Represented by Amount in Row (9)*
3.9%
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
CO
 

 
 

 
CUSIP No. 60039Q101


Item 1.
(a)
Name of Issuer
 
 
Millennium India Acquisition Company Inc.
 
(b)
Address of Issuer's Principal Executive Offices
 
 
330 East 38th Street, Suite 40H, New York, New York 10016

Item 2.
 
(a)
Name of Person Filing
 
 
Ionic Capital Partners LP
Ionic Capital Management LLC
Ionic Capital Master Fund Ltd.
 
(b)
Address of Principal Business Office or, if none, Residence
 
 
Ionic Capital Partners LP
Ionic Capital Management LLC
366 Madison Avenue, 9th Floor, New York, New York 10017
 
Ionic Capital Master Fund Ltd.
Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town
Grand Cayman KY1-9005, Cayman Islands
 
(c)
Place of Organization
 
 
Ionic Capital Partners LP – Delaware
Ionic Capital Management LLC – Delaware
Ionic Capital Master Fund Ltd. – Cayman Islands
 
(d)
Title of Class of Securities
 
 
Common Stock, par value $0.0001 per share (the “Common Stock”)
 
(e)
CUSIP Number
 
 
60039Q101

Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).


 
 

 
CUSIP No. 60039Q101



(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
 
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
 
Item 4.
Ownership
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)
Amount Beneficially Owned**
 
 
Ionic Capital Partners LP – 611,659 shares
Ionic Capital Management LLC – 611,659  shares
Ionic Capital Master Fund Ltd. – 416,830 shares
 
(b)
Percent of Class
 
 
Ionic Capital Partners LP – 5.7%
Ionic Capital Management LLC – 5.7%
Ionic Capital Master Fund Ltd. – 3.9%

 
 

 
CUSIP No. 60039Q101



(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote
 
   
Ionic Capital Partners LP – 0 shares
Ionic Capital Management LLC – 0 shares
Ionic Capital Master Fund Ltd. – 0 shares
 
 
(ii)
shared power to vote or to direct the vote
 
   
Ionic Capital Partners LP – 611,659 shares
Ionic Capital Management LLC – 611,659 shares
Ionic Capital Master Fund Ltd. – 416,830 shares
 
 
(iii)
sole power to dispose or to direct the disposition of
 
   
Ionic Capital Partners LP – 0 shares
Ionic Capital Management LLC – 0 shares
Ionic Capital Master Fund Ltd. – 0 shares
 
 
(iv)
shared power to dispose or to direct the disposition of
 
   
Ionic Capital Partners LP – 611,659 shares
Ionic Capital Management LLC – 611,659 shares
Ionic Capital Master Fund Ltd. – 416,830 shares

** Shares reported for Ionic Capital Master Fund Ltd. (the “Master Fund”) reflect shares of Common Stock held by the Master Fund and shares of Common Stock issuable upon the exercise of presently exercisable warrants held by the Master Fund.  Shares reported for Ionic Capital Partners LP (“Ionic LP”) reflect the shares reported for the Master Fund and shares of Common Stock held by another private investment fund (the “Fund”) for which Ionic LP is the investment advisor, and shares of Common Stock issuable upon the exercise of presently exercisable warrants held by the Fund.  Ionic LP has voting and investment control over such shares, but disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein.  Shares reported for Ionic Capital Management LLC (“Ionic LLC”) reflect shares reported for Ionic LP, of which Ionic LLC is the general partner, and in such capacity Ionic LLC may be deemed to have voting and investment control over such shares.  Ionic LLC disclaims beneficial ownership of all such shares except to the extent of its pecuniary interest therein.

Item 5.
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [  ]

Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
Not applicable.

 
 

 
CUSIP No. 60039Q101


 

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
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 that purpose or effect.

 
 

 
CUSIP No. 60039Q101


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.

February 16, 2010



IONIC CAPITAL PARTNERS LP

By:  Ionic Capital Management LLC, its General Partner


By:  /s/ John C. Richardson                                                                
John C. Richardson
General Counsel


IONIC CAPITAL MANAGEMENT LLC


By:  /s/ John C. Richardson                                                                
John C. Richardson
General Counsel


IONIC CAPITAL MASTER FUND LTD.

By:  Ionic Capital Partners LP, its Investment Advisor
By:  Ionic Capital Management LLC, its General Partner


By:  /s/ John C. Richardson                                                                
John C. Richardson
General Counsel






The Joint Filing Agreement filed with the Schedule 13G filed with the Securities and Exchange Commission on January 25, 2008 by the Reporting Persons with respect to the Common Stock of Millennium India Acquisition Company Inc., executed by and among Ionic Capital Partners LP, Ionic Capital Management LLC and Ionic Capital Master Fund Ltd. (together, the “Ionic Filers”), authorizing the Ionic Filers to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, is hereby incorporated by reference.


 
 

 

-----END PRIVACY-ENHANCED MESSAGE-----