UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)1
(Name of Issuer)
COMMON SHARES, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
(CUSIP Number)
Joel Simon, Esq.
Paul, Hastings, Janofsky & Walker (Europe) LLP
96 Boulevard Haussmann
75008 Paris
France
+ 33 1 42 99 04 45
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.o
(Continued on following pages)
(Page 1 of 7 Pages)
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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 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 (“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).
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1 | | NAMES OF REPORTING PERSONS
Hung Lay Si Co. Ltd. |
| | |
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2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
| (a) o |
| (b) o |
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3 | | SEC USE ONLY |
| |
| |
| | |
4 | | SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| |
| OO |
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5 | | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
| o |
| | |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
| Cayman Islands |
| | | |
| 7 | | SOLE VOTING POWER |
| | |
NUMBER OF | | 0 |
| | | |
SHARES | 8 | | SHARED VOTING POWER |
BENEFICIALLY | | |
OWNED BY | | 0 |
| | | |
EACH | 9 | | SOLE DISPOSITIVE POWER |
REPORTING | | |
PERSON | | 0 |
| | | |
WITH | 10 | | SHARED DISPOSITIVE POWER |
| | |
| | 0 |
| | |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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| 0 |
| | |
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) |
| |
| 0.0% (based on 51,700,553 Common Shares outstanding (including 17,996,000 of treasury shares) on March 18, 2011) |
| | |
14 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
| CO |
| | | | | |
1 | | NAMES OF REPORTING PERSONS
Hill Street Trustees Limited, as Trustee of the Quan Gung ’86 Trust |
| | |
| | |
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) |
| |
| OO |
| | |
5 | | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
| o |
| | |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION |
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| Island of Jersey |
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| 7 | | SOLE VOTING POWER |
| | |
NUMBER OF | | 0 |
| | | |
SHARES | 8 | | SHARED VOTING POWER |
BENEFICIALLY | | |
OWNED BY | | 0 |
| | | |
EACH | 9 | | SOLE DISPOSITIVE POWER |
REPORTING | | |
PERSON | | 0 |
| | | |
WITH | 10 | | SHARED DISPOSITIVE POWER |
| | |
| | 0 |
| | |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
| 0 |
| | |
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) |
| |
| 0.0% (based on 51,700,553 Common Shares outstanding (including 17,996,000 of treasury shares) on March 18, 2011) |
| | |
14 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
| CO |
| | | | | |
1 | | NAMES OF REPORTING PERSONS
RBC Trust Company (International) Limited |
| | |
| | |
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) |
| |
| OO |
| | |
5 | | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
| o |
| | |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
| Island of Jersey |
| | | |
| 7 | | SOLE VOTING POWER |
| | |
NUMBER OF | | 0 |
| | | |
SHARES | 8 | | SHARED VOTING POWER |
BENEFICIALLY | | |
OWNED BY | | 0 |
| | | |
EACH | 9 | | SOLE DISPOSITIVE POWER |
REPORTING | | |
PERSON | | 0 |
| | | |
WITH | 10 | | SHARED DISPOSITIVE POWER |
| | |
| | 0 |
| | |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
| 0 |
| | |
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) |
| |
| 0.0% (based on 51,700,553 Common Shares outstanding (including 17,996,000 of treasury shares) on March 18, 2011) |
| | |
14 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
| CO |
| | | | | |
1 | | NAMES OF REPORTING PERSONS
RBC Holdings (Channel Islands) Limited |
| | |
| | |
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) |
| |
| OO |
| | |
5 | | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
| o |
| | |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
| Island of Guernsey |
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| 7 | | SOLE VOTING POWER |
| | |
NUMBER OF | | 0 |
| | | |
SHARES | 8 | | SHARED VOTING POWER |
BENEFICIALLY | | |
OWNED BY | | 0 |
| | | |
EACH | 9 | | SOLE DISPOSITIVE POWER |
REPORTING | | |
PERSON | | 0 |
| | | |
WITH | 10 | | SHARED DISPOSITIVE POWER |
| | |
| | 0 |
| | |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
| 0 |
| | |
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) |
| |
| 0.0% (based on 51,700,553 Common Shares outstanding (including 17,996,000 of treasury shares) on March 18, 2011) |
| | |
14 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
| CO |
This Amendment No. 7 to Schedule 13D (this “Amendment”) is filed by the Reporting Persons (as defined below) pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended. This Amendment No. 7 to Schedule 13D amends and supplements:
• Schedule 13D, dated April 20, 2000, as amended by Schedule 13D/A (Amendment No. 1), dated December 8, 2003, by Schedule 13D/A (Amendment No. 2), dated November 18, 2008, by Schedule 13D/A (Amendment No. 3), dated February 6, 2009, by Schedule 13D/A (Amendment No. 4), dated September 11, 2009, by Schedule 13D/A (Amendment No. 5), dated December 2, 2009 and by Schedule 13D/A (Amendment No. 6), dated October 13, 2010, in each case as filed with the Securities and Exchange Commission.
Item 4.Purpose of Transactions.
The purpose of the transactions involving the shares of the Issuer was to reduce Hung Lay Si’s ownership of Common Shares to zero (see Item 5 below).
Item 5.Interest in Securities of the Issuer.
During the period January 19, 2011 through April 15, 2011, Hung Lay Si transferred all of the Common Shares owned by it to four separate unaffiliated entities. Prior thereto, Mr. Hinrichs repaid in full a debt that was owing to Hung Lay Si. With the repayment of that debt, the Reporting Persons’ shared dispositive power over shares owned by Mr. Hinrichs ceased. As of April 15, 2011, the Reporting Persons do not have sole or shared voting or dispositive power over any Common Shares.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Dated: April 22, 2011 | HUNG LAY SI CO. LTD. | |
| By: | /s/ Alan Richard Binnington | |
| | Name: | Alan Richard Binnington | |
| | Title: | Director | |
|
| HILL STREET TRUSTEES LIMITED, as trustee of the Quan Gung ‘86 Trust | |
| By: | /s/ Alan Richard Binnington | |
| | Name: | Alan Richard Binnington | |
| | Title: | Director | |
| | |
| By: | /s/ Steven Romeril | |
| | Name: | Steven Romeril | |
| | Title: | Director | |
|
| RBC TRUST COMPANY (INTERNATIONAL) LIMITED | |
| By: | /s/ Henry Wilson | |
| | Name: | Henry Wilson | |
| | Title: | Director | |
| | |
| By: | /s/ Steven Romeril | |
| | Name: | Steven Romeril | |
| | Title: | Director | |
|
| RBC HOLDINGS (CHANNEL ISLANDS) LIMITED | |
| By: | /s/ Christopher Blampied | |
| | Name: | Christopher Blampied | |
| | Title: | Director | |
| | |
| By: | /s/ Steven Romeril | |
| | Name: | Steven Romeril | |
| | Title: | Director | |