Platinum Energy Resources (PGRIU) Inactive
Filed: 23 May 11, 12:00am
| 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 | |||
| |||||
| 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) | |||
| |||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
| |||||
| 6 | Citizenship or Place of Organization | |||
| |||||
Number of | 7 | Sole Voting Power | |||
| |||||
8 | Shared Voting Power | ||||
| |||||
9 | Sole Dispositive Power | ||||
| |||||
10 | Shared Dispositive Power | ||||
| |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
| 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) | |||
| |||||
| 14 | Type of Reporting Person (See Instructions) | |||
CUSIP No. 727659104 | |||||
| |||||
| 11 | Name of Reporting Person | |||
| |||||
| 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) | |||
| |||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
| |||||
| 6 | Citizenship or Place of Organization | |||
| |||||
Number of | 7 | Sole Voting Power | |||
| |||||
8 | Shared Voting Power | ||||
| |||||
9 | Sole Dispositive Power | ||||
| |||||
10 | Shared Dispositive Power | ||||
| |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
| 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) | |||
| |||||
| 14 | Type of Reporting Person (See Instructions) | |||
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. | |
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. | |
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. |
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 | |