Corgi International Ltd - Amended Statement of Ownership (SC 13G/A)
12 März 2008 - 5:53PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CORGI INTERNATIONAL LIMITED
(Name of Issuer)
American Depositary Shares
(Title of Class of Securities)
21872Q202
(CUSIP Number)
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ
Rule 13d-1(b)
o
Rule 13d-1(c)
o
Rule 13d-1(d)
* 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.
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).
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1
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NAMES OF REPORTING PERSONS
Royal Capital Management, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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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
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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1,186,930
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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1,186,930
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,186,930
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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10.9%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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**SEE ITEM 4(b).
2
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1
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NAMES OF REPORTING PERSONS
Robert W. Medway
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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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
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U.S. Citizen
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5
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SOLE VOTING POWER
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NUMBER OF
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1,186,930
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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1,186,930
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,186,930
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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10.9%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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**SEE ITEM 4(b).
3
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1
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NAMES OF REPORTING PERSONS
Yale M. Fergang
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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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
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U.S. Citizen
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5
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SOLE VOTING POWER
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NUMBER OF
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1,186,930
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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1,186,930
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,186,930
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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10.9%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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**SEE ITEM 4(b).
4
SCHEDULE 13G/A
This Amendment No. 1 to Schedule 13G (the “Schedule 13G”) is being filed on behalf of Royal
Capital Management, L.L.C. (“Royal Management”), a Delaware limited liability company, Mr. Robert
W. Medway and Mr. Yale M. Fergang, the principals of Royal Management, relating to American
Depositary Shares and underlying Ordinary Shares, “par value” HK$3.00 per share (the “American
Depositary Shares”), of Corgi International Limited, a Hong Kong corporation (the “Issuer”).
This Schedule 13G relates to American Depositary Shares of the Issuer: (1) purchased by Royal
Management for the accounts of (i) Royal Capital Value Fund, L.P. (“Royal Fund”), (ii) Royal
Capital Value Fund (QP), L.P. (“Royal Qualified”), both Delaware limited partnerships, (iii)
RoyalCap Value Fund, Ltd., a Cayman Islands exempted company (“Royal Offshore”); and (iv) RoyalCap
Value Fund II, Ltd., a Cayman Islands exempted company (“Royal Offshore II”). Royal Management
acts as investment manager to Royal Fund, Royal Qualified, Royal Offshore and Royal Offshore II.
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Item 1(a)
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Name of Issuer.
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Corgi International Limited
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Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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Unit 711-717, 7/F, Tower A, New Mandarin Plaza,
14 Science Museum Road, TST East, Kowloon,
Hong Kong, S.A.R., China.
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Item 2(a)
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Name of Person Filing.
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Royal Capital Management, L.L.C. (“Royal Management”), Messrs. Robert W. Medway and
Yale M. Fergang.
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Item 2(b)
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Address of Principal Business Office, or, if none, Residence.
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623 Fifth Avenue, 24
th
Floor
New York, New York 10022
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Item 2(c)
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Citizenship or Place of Organization.
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Royal Management is a limited liability company organized under the laws of the
State of Delaware. Robert W. Medway and Yale M. Fergang are the principals of Royal
Management and are United States citizens.
5
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Item 2(d)
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Title of Class of Securities.
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American Depositary Shares
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Item 2(e)
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CUSIP Number.
21872Q202
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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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o
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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þ
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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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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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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o
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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o
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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 (15 U.S.C. 80a-3).
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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(a)
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Royal Management, and Messrs. Medway and Fergang are the
beneficial owners of 1,186,930 American Depositary Shares.
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(b)
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Royal Management, and Messrs. Medway and Fergang are the
beneficial owners of 10.9% of the outstanding American Depositary Shares. This
percentage is determined by dividing 1,186,930 by 10,851,769, the number of
common stock issued and outstanding as of November 5, 2007, as reported in the
Issuer’s Form 6-K filed November 8, 2007.
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(c)
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Royal Management, and Messrs. Medway and Fergang have the sole
power to vote and dispose of the 1,186,930 American Depositary Shares
beneficially owned by them. As the principals of Royal Management, Messrs.
Yale and Fergang may direct the vote and disposition of the 1,186,930 American Depositary Shares beneficially owned by Royal Management.
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6
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Item 5
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Ownership of Five Percent or Less of a Class.
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Inapplicable.
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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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Inapplicable.
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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.
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Inapplicable.
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Item 8
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Identification and Classification of Members of the Group.
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Inapplicable.
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Item 9
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Notice of Dissolution of Group.
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Inapplicable.
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.
7
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.
Date: March 12, 2008
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ROYAL CAPITAL MANAGEMENT, L.L.C.
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By:
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/s/ Yale M. Fergang
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Name:
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Yale M. Fergang
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Title:
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Managing Member
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/s/ Robert W. Medway
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ROBERT W. MEDWAY
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/s/ Yale M. Fergang
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YALE M. FERGANG
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8
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