- Amended Statement of Beneficial Ownership (SC 13D/A)
December 22 2008 - 10:28AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
XINHUA FINANCE MEDIA
LIMITED
(Name of
Issuer)
A
Common Shares, par value $0.001 per
share
(Title of
Class of Securities)
983982109
(CUSIP
Number)
Robert P.
Bermingham
Yucaipa
Global Partnership Fund L.P.
9130 W.
Sunset Boulevard
Los
Angeles, California 90069
(310)
789-7200
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
22,
2008
(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
statement because of
§§
240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. [
]
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 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 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).
Continued
on following pages
Page 1 of
10 Pages
SCHEDULE
13D
|
CUSIP No.:
983982109
|
Page 2 of 8
pages
|
|
1.
|
Names
of Reporting Persons.
RONALD
W. BURKLE
|
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
WC
|
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
[ ]
|
|
6.
|
Citizenship
or Place of Organization
United
States
|
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person With
|
7.
|
Sole
Voting Power
|
None
|
|
8.
|
Shared Voting Power
|
20,106,268
(1)
|
|
9.
|
Sole Dispositive Power
|
None
|
|
10.
|
Shared Dispositive Power
|
20,106,268
(1)
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
20,106,268
(1)
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
12.7%
based on 146,914,667 common shares outstanding as of November 30, 2008,
plus an
additional
11,532,246 common shares issuable upon conversion of certain securities
held
|
|
14.
|
Type
of Reporting Person:
IN
|
(1)
Assumes conversion of certain securities held which will become convertible as
of February 28, 2009.
SCHEDULE
13D
|
CUSIP No.:
983982109
|
Page 3 of
8 pages
|
|
1.
|
Names
of Reporting Persons.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
WC
|
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
[ ]
|
|
6.
|
Citizenship
or Place of Organization
Delaware
|
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person With
|
7.
|
Sole
Voting Power
|
None
|
|
8.
|
Shared Voting Power
|
20,106,268
(1)
|
|
9.
|
Sole Dispositive Power
|
None
|
|
10.
|
Shared Dispositive Power
|
20,106,268
(1)
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
20,106,268
(1)
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
12.7%
based on 146,914,667 common shares outstanding as of November 30, 2008,
plus an
additional
11,532,246 common shares issuable upon conversion of certain securities
held
|
|
14.
|
Type
of Reporting Person:
OO
|
(1)
Assumes conversion of certain securities held
which will become convertible as of February 28, 2009.
SCHEDULE
13D
|
CUSIP No.:
983982109
|
Page 4 of 8
pages
|
|
1.
|
Names
of Reporting Persons.
YUCAIPA
GLOBAL HOLDINGS G.P.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
WC
|
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
[ ]
|
|
6.
|
Citizenship
or Place of Organization
Cayman
Islands
|
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person With
|
7.
|
Sole
Voting Power
|
None
|
|
8.
|
Shared Voting Power
|
20,106,268
(1)
|
|
9.
|
Sole Dispositive Power
|
None
|
|
10.
|
Shared Dispositive Power
|
20,106,268
(1)
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
20,106,268
(1)
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
12.7%
based on 146,914,667 common shares outstanding as of November 30, 2008,
plus an
additional
11,532,246 common shares issuable upon conversion of certain securities
held
|
|
14.
|
Type
of Reporting Person:
PN
|
(1)
Assumes conversion of certain securities held which will become convertible as
of February 28, 2009.
SCHEDULE
13D
|
CUSIP No.:
983982109
|
Page 5 of
8 pages
|
|
1.
|
Names
of Reporting Persons.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
WC
|
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
[ ]
|
|
6.
|
Citizenship
or Place of Organization
Cayman
Islands
|
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person With
|
7.
|
Sole
Voting Power
|
None
|
|
8.
|
Shared Voting Power
|
20,106,268
(1)
|
|
9.
|
Sole Dispositive Power
|
None
|
|
10.
|
Shared Dispositive Power
|
20,106,268
(1)
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
20,106,268
(1)
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
12.7%
based on 146,914,667 common shares outstanding as of November 30, 2008,
plus an
additional
11,532,246 common shares issuable upon conversion of certain securities
held
|
|
14.
|
Type
of Reporting Person:
|
(1)
Assumes conversion of certain securities held which will become convertible as
of February 28, 2009.
SCHEDULE
13D
|
CUSIP No.:
983982109
|
Page 6 of
8 pages
|
|
1.
|
Names
of Reporting Persons.
YUCAIPA
GLOBAL PARTNERSHIP FUND L.P.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
WC
|
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
[ ]
|
|
6.
|
Citizenship
or Place of Organization
Cayman
Islands
|
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person With
|
7.
|
Sole
Voting Power
|
None
|
|
8.
|
Shared Voting Power
|
20,106,268
(1)
|
|
9.
|
Sole Dispositive Power
|
None
|
|
10.
|
Shared Dispositive Power
|
20,106,268
(1)
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
20,106,268
(1)
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
12.7%
based on 146,914,667 common shares outstanding as of November 30, 2008,
plus an
additional
11,532,246 common shares issuable upon conversion of certain securities
held
|
|
14.
|
PN
|
(1)
Assumes conversion of certain securities held which will become convertible as
of February 28, 2009.
|
CUSIP No.:
983982109
|
Page 7 of 8
pages
|
This
Amendment No. 2 (this “Amendment”) amends certain information in the Statement
on Schedule 13D filed on October 9, 2007 (the “Initial Statement”), as amended
by Amendment No. 1 to the Initial Statement filed on February 21, 2008 (the
“Amendment No. 1”), by Ronald W. Burkle, RBDI LLC, Yucaipa Global Holdings G.P.,
YGOP GP Ltd. and Yucaipa Global Partnership Fund L.P. Except as set
forth in this Amendment, the Initial Statement and the Amendment No. 1 remain
unchanged. Capitalized terms used herein but not defined herein shall
have the meanings ascribed to them in the Initial Statement.
Item
5. Interest in Securities of the Issuer
Item 5.
of the Initial Statement is hereby amended by deleting Item 5(a) and replacing
it with the following:
“(a) The
Reporting Persons may be deemed to beneficially own 20,106,268 shares of the
Company’s Common Stock. Such shares represent approximately 12.7% of
the Company’s outstanding Common Stock based on (i) 146,914,667
shares of the Company’s Common Stock outstanding as of November 30, 2008, based
on information reported by the Company on Form 6-K filed with the Securities and
Exchange Commission on November 18, 2008 and the Company’s proxy statement,
dated December 5, 2008, available on the Company’s website (which include
8,574,022 shares of the Company’s Common Stock held by Yucaipa Global
Partnership), and (ii) the assumed conversion of all of the Series B Convertible
Preferred Shares of the Company held by Yucaipa Global Partnership as of the
date of this filing into 11,532,246 shares of the Company’s Common
Stock. By virtue of the relationships described under Item 2 of this
Statement, each of the other Reporting Persons may be deemed to share indirect
beneficial ownership of the shares of Common Stock to which this Statement
relates directly beneficially owned by Yucaipa Global
Partnership. Mr. Burkle disclaims any such ownership (except to the
extent of his pecuniary interest therein), and the filing of this Statement
shall not be construed as an admission that Mr. Burkle is, for the purposes of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial
owner of such shares.”
|
CUSIP No.:
983982109
|
Page 8 of
8 pages
|
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
|
Date:
December 22, 2008
|
|
RONALD
W. BURKLE
|
|
|
|
By:
/s/
Ronald W.
Burkle
|
|
|
|
|
|
|
|
|
|
Date:
December 22, 2008
|
|
RBDI
LLC
|
|
|
|
By:
/s/
Robert P.
Bermingham
|
|
|
|
Name:
Robert P.
Bermingham
|
|
|
|
Title:
Vice President
|
|
|
|
|
|
|
|
|
|
Date:
December 22, 2008
|
|
YUCAIPA
GLOBAL HOLDINGS G.P.
|
|
|
|
By: RBDI
LLC
|
|
|
|
Title: Managing
Partner
|
|
|
|
By:
/s/ Robert P.
Bermingham
|
|
|
|
Name:
Robert P.
Bermingham
|
|
|
|
Title: Vice
President
|
|
|
|
|
|
|
|
|
|
Date:
December 22, 2008
|
|
YGOF
GP LTD.
|
|
|
|
By:
/s/ Robert P.
Bermingham
|
|
|
|
Name:
Robert P.
Bermingham
|
|
|
|
Title:
Vice President
|
|
|
|
|
|
|
|
|
|
Date:
December 22, 2008
|
|
YUCAIPA
GLOBAL PARTNERSHIP FUND L.P.
|
|
|
|
By: YGOF
GP LTD.
|
|
|
|
Title: General
Partner
|
|
|
|
By:
/s/ Robert P.
Bermingham
|
|
|
|
Name:
Robert P.
Bermingham
|
|
|
|
Title: Vice
President
|
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