- Amended Statement of Ownership (SC 13G/A)
February 11 2011 - 4:00PM
Edgar (US Regulatory)
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OMB APPROVAL
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OMB Number:
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3235-0145
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Expires:
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Estimated average burden
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hours per response
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10.4
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
(Name of Issuer)
(Title
of Class of Securities)
(CUSIP
Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x
Rule 13d-1(b)
¨
Rule 13d-1(c)
¨
Rule 13d-1(d)
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*
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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.
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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).
Potential persons who are to respond to the
collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Advisors,
LLC
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
544,133 (See item 4)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
544,133 (See item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
544,133 (See item
4)
|
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10
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
3.3% (See item
4)
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12
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TYPE OF REPORTING
PERSON*
IA
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** SEE
INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 2 of 13
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Multi-Strategy Advisors,
LLC
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
429,229 (See item 4)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
429,229 (See item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
429,229 (See item
4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
2.6% (See item
4)
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12
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TYPE OF REPORTING
PERSON*
IA
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** SEE
INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 3 of 13
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Multi-Strategy Partners,
L.P.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
429,229 (See item 4)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
429,229 (See item 4)
|
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
429,229 (See item
4)
|
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10
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
|
|
11
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|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
2.6% (See item
4)
|
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12
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TYPE OF REPORTING
PERSON*
PN
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** SEE
INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 4 of 13
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Multi-Strategy Fund,
L.P.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
|
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3
|
|
SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
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5
|
|
SOLE VOTING POWER
0
|
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6
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SHARED VOTING POWER
429,229 (See item 4)
|
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7
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SOLE DISPOSITIVE POWER
0
|
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8
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|
SHARED DISPOSITIVE POWER
429,229 (See item 4)
|
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
429,229 (See item
4)
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
2.6% (See item
4)
|
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12
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TYPE OF REPORTING
PERSON*
PN
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** SEE
INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 5 of 13
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Multi-Strategy Fund,
Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
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3
|
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SEC USE ONLY
|
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin
Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
|
6
|
|
SHARED VOTING POWER
429,229 (See item 4)
|
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|
7
|
|
SOLE DISPOSITIVE POWER
0
|
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|
8
|
|
SHARED DISPOSITIVE POWER
429,229 (See item 4)
|
|
9
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|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
429,229 (See item
4)
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
2.6% (See item
4)
|
|
12
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TYPE OF REPORTING
PERSON*
PN
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 6 of 13
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Small Cap Long Short
Equity Advisors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
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SOLE VOTING POWER
0
|
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6
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SHARED VOTING POWER
67,564 (See item 4)
|
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|
7
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SOLE DISPOSITIVE POWER
0
|
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|
8
|
|
SHARED DISPOSITIVE POWER
67,564 (See item 4)
|
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
67,564 (See item
4)
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
|
|
11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
0.4% (See item
4)
|
|
12
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TYPE OF REPORTING
PERSON*
IA
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** SEE
INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 7 of 13
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Small Cap Long Short
Equity Partners LP
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
|
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3
|
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SEC USE ONLY
|
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin
Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
|
6
|
|
SHARED VOTING POWER
67,564 (See item 4)
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
67,564 (See item 4)
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
67,564 (See item
4)
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
0.4% (See item
4)
|
|
12
|
|
TYPE OF REPORTING
PERSON*
PN
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 8 of 13
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Small Cap Long Short
Equity Fund LP
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
|
|
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
67,564 (See item 4)
|
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|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
67,564 (See item 4)
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
67,564 (See item
4)
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
0.4% (See item
4)
|
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12
|
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TYPE OF REPORTING
PERSON*
PN
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 9 of 13
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Small Cap Long Short
Equity Fund Ltd.
|
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2
|
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
|
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3
|
|
SEC USE ONLY
|
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4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin
Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
|
6
|
|
SHARED VOTING POWER
67,564 (See item 4)
|
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|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
67,564 (See item 4)
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
67,564 (See item
4)
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
0.4% (See item
4)
|
|
12
|
|
TYPE OF REPORTING
PERSON*
PN
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 10 of 13
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Item 1.
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(a)
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Name of Issuer
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VCG Holding Corporation
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(b)
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Address of Issuer’s Principal Executive Offices
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390 Union Blvd, Suite 540
Lakewood, CO 80228
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Item 2.
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(a)
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Name of Person Filing
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This statement is filed by:
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(i)
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Whitebox Advisors, LLC, a Delaware limited liability company (“WA”);
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(ii)
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Whitebox Multi-Strategy Advisors, LLC, a Delaware limited liability company (“WMSA”);
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(iii)
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Whitebox Multi-Strategy Partners, L.P., a British Virgin Islands limited partnership (“WMSP”);
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(iv)
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Whitebox Multi-Strategy Fund, L.P., a Delaware limited partnership (“WMSFLP”);
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(v)
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Whitebox Multi-Strategy Fund, Ltd., a British Virgin Islands international business company (“WMSFLTD”);
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(vi)
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Whitebox Small Cap Long Short Equity Advisors, LLC, a Delaware limited liability company (“WSCLSEA”);
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(vii)
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Whitebox Small Cap Long Short Equity Partners, L.P., a British Virgin Islands limited partnership (“WSCLSEP”);
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(viii)
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Whitebox Small Cap Long Short Equity Fund, L.P., a Delaware limited partnership (“WSCLSEFLP”);
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(ix)
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Whitebox Small Cap Long Short Equity Fund, Ltd., a British Virgin Islands international business company (“WSCLSEFLTD”);
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(x)
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HFR RVA Combined Master Trust, a Bermuda limited partnership (“HFR”);
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(b)
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Address of Principal Business Office or, if none, Residence
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The address of the business office of WA, WMSA, WMSFLP, WSCLSEA, and WSCLSEFLP is:
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3033 Excelsior Boulevard
Suite 300
Minneapolis, MN 55416
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The address of the business office of WMSP, WMSFLTD, WSCLSEP, and WSCLSEFLTD is:
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Trident Chambers, P.O. Box 146
Waterfront Drive, Wickhams Cay
Road Town, Tortola, British Virgin Islands
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The address of the business office of HFR is:
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HFR RVA Combined Master Trust
65 Front Street
Hamilton, HM 11, Bermuda
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(c)
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Citizenship
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WA, WMSA, WMSFLP, WSCLSEA, and WSCLSEFLP are organized under the laws of the State of Delaware; WMSP, WMSFLTD, WSCLSEP, and WSCLSEFLTD are organized under the laws of
the British Virgin Islands; HFR is organized under the laws of Bermuda.
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(d)
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Title of Class of Securities
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Common Stock
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(e)
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CUSIP Number
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91821K101
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Item 3.
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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:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act.
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act.
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act.
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940.
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(e)
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x
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
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(g)
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¨
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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¨
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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.
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(j)
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¨
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Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
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** SEE
INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 11 of 13
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Item 4.
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Ownership
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(a)
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Amount Beneficially Owned
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WA, acting as an investment adviser to its client, is deemed to be the beneficial owner of 544,133 shares of Common Stock of the Company.
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WMSA, is deemed to beneficially own 429,229 Shares of Common Stock of the company.
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WMSP is deemed to beneficially own 429,229 shares of Common Stock as a result of its ownership of Common Stock of the company
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WMSFLP is deemed to beneficially own 429,229 shares of Common Stock as a result of its indirect ownership of Common Stock of the company
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WMSFLTD is deemed to beneficially own 429,229 shares of Common Stock as a result of its indirect ownership Of Common Stock of the company
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WSCLSEA is deemed to beneficially own 67,564 shares of Common Stock of the company.
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WSCLSEP is deemed to beneficially own 67,564 shares of Common Stock as a result of its ownership of Common Stock of the company
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WSCLSEFLP is deemed to beneficially own 67,564 shares of Common Stock as a result of its indirect ownership of Common Stock of the company
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WSCLSEFLTD is deemed to beneficially own 67,564 shares of Common Stock as a result of its indirect ownership of Common Stock of the company
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HFR, is deemed to beneficially own 47,340 Shares of Common Stock as a result of its ownership of Common Stock of the company
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As a result of the relationship described in this statement, each of WA, WMSA, WMSFLP, WMSFLTD, WSCLSEA, WSCLSEFLP, and WSCLSEFLTD may be deemed to possess indirect
beneficial ownership of the shares of Common Stock beneficially owned by each of WMSP, WSCLSEP, and HFR.
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WA, WMSA, WMSFLP, WMSFLTD, WSCLSEA, WSCLSEFLP, and WSCLSEFLTD each disclaim indirect beneficial ownership of the shares of Common Stock except to the extent of their
pecuniary interest in such shares.*
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Based on the relationships described herein, these entities may be deemed to constitute a “group” within the meaning Of Rule 13d-5(b)(1) under the
Securities Exchange Act of 1934. The filing of this statement shall not be construed as An admission that WA, WMSA, WMSP, WMSFLP, WMSFLTD, WSCLSEA, WSCLSEP, WSCLSEFLP, WSCLSEFLTD, and HFR are a group, Or have agreed to act as a group.*
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(b)
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Percent of Class
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WA beneficially owns 3.3 % of the company’s Common Stock.*
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WMSA is deemed to beneficially own 2.6 % of the company’s Common Stock
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WMSP is deemed to beneficially own 2.6 % of the company’s Common Stock
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WMSFLP is deemed to beneficially own 2.6 % of the company’s Common Stock
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WMSFLTD is deemed to beneficially own 2.6 % of the company’s Common Stock
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WSCLSEA is deemed to beneficially own 0.4 % of the company’s Common Stock
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WSCLSEP is deemed to beneficially own 0.4 % of the company’s Common Stock
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WSCLSEFLP is deemed to beneficially own 0.4 % of the company’s Common Stock
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WSCLSEFLTD is deemed to beneficially own 0.4 % of the company’s Common Stock
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HFR beneficially owns 0.3 % of the company’s Common Stock.*
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The percentage of Common Stock reportedly owned by each entity herein is based on 16,292,000 shares of outstanding Common Stock of the Company, which is the total
number of shares issued and outstanding on November 11
th
,
2010.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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WA has shared voting power with respect to 544,133 shares of the Issuer’s Common Stock.
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WMSA, WMSP, WMSFLP, and WMSFLTD, have shared voting power with respect to 429,229 Shares of the Company’s Common Stock.
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WSCLSEA, WISCLSEP, WSCLSEFLP, and WSCLSEFLTD have shared voting power with respect to 67,564 Shares of the Company’s Common Stock.
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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WA has shared voting power with respect to 544,133 shares of the Issuer’s Common Stock.
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WMSA, WMSP, WMSFLP, and WMSFLTD, have shared voting power with respect to 429,229 Shares of the Company’s Common Stock.
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WSCLSEA, WISCLSEP, WSCLSEFLP, and WSCLSEFLTD have shared voting power with respect to 67,564 Shares of the Company’s Common Stock.
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Instruction.
For computations regarding securities which represent a right to acquire an underlying
security
see
§240.13d3(d)(1).
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Item 5.
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Ownership of Five Percent or Less of a Class
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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
x
*.
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Instruction.
Dissolution of a group requires a response to this item.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control
Person.
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group
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See Item 2
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
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Item 10.
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Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of
business and 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.
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** SEE
INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 12 of 13
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.
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02/11/11
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Date
/s/ Jonathan D. Wood
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Signature
Jonathan D. Wood as Chief Financial Officer of Whitebox Advisors, LLC.
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Name/Title
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The original
statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of
the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE
: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions
of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
fb.us.1260302.03
** SEE
INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 13 of 13
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