Filed by Bowne Pure Compliance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
(Amendment No. 1)
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
GENERAL FINANCE CORPORATION
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
369822101
(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:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
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CUSIP No. |
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369822101 |
13G/A |
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1 |
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sapling, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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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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0 |
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SHARES |
6 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
7 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
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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0 |
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10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
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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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0.0% |
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12 |
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TYPE OF REPORTING PERSON* |
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OO |
*SEE INSTRUCTIONS BEFORE FILLING OUT
2
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1 |
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fir Tree Capital Opportunity Master Fund, L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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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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Cayman Islands |
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5 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
6 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
7 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
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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0 |
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10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
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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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0.0% |
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12 |
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TYPE OF REPORTING PERSON* |
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PN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
3
SCHEDULE 13G
This Schedule 13G (the Schedule 13G) is being filed on behalf of Sapling, LLC, a Delaware
limited liability company (Sapling), and Fir Tree Capital Opportunity Master Fund, L.P., a Cayman
Islands exempted limited partnership (Fir Tree Capital Opportunity), relating to shares of common
stock of General Finance Corporation, a Delaware corporation (the Issuer), purchased by Sapling
and Fir Tree Capital Opportunity. Fir Tree Value Master Fund, LP, a Cayman Islands exempted
limited partnership (Fir Tree Master), is the sole member of Sapling and Fir Tree, Inc., a New
York corporation (Fir Tree), is the investment manager of both Sapling and Fir Tree Capital
Opportunity.
This Amendment is being filed to report that the Reporting Persons no longer beneficially own
the Issuers Common Stock.
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Item 1(a) |
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Name of Issuer. |
General Finance Corporation
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Item 1(b) |
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Address of Issuers Principal Executive Offices. |
260 South Los Robles, Suite 217
Pasadena, California 91101
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Item 2(a) |
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Name of Person Filing. |
Sapling, LLC (Sapling) and Fir Tree Capital Opportunity Master Fund, L.P. (Fir
Tree Capital Opportunity)
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Item 2(b) |
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Address of Principal Business Office. |
505
Fifth Avenue
23rd Floor
New York, New York 10017
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Item 2(c) |
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Place of Organization. |
Sapling is a Delaware limited liability company. Fir Tree Capital Opportunity is a
Cayman Islands exempted limited partnership.
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Item 2(d) |
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Title of Class of Securities. |
Common Stock, par value $.0001 per share (the Common Stock).
369822101
4
The person filing is not listed in Items 3(a) through 3(j).
The Reporting Persons own 0 shares of Common Stock.
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Item 5 |
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Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the
Reporting Persons have ceased to be the beneficial owners of more than five percent
of the class of securities, check the following þ.
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Item 6 |
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Ownership of More Than Five Percent on Behalf of Another Person. |
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. |
Inapplicable.
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Item 8 |
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Identification and Classification of Members of the Group. |
Inapplicable.
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Item 9 |
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Notice of Dissolution of Group. |
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.
5
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: February 14, 2008
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SAPLING, LLC
By: FIR TREE, INC., its Manager
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By: |
/s/ Jeffrey Tannenbaum
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Name: |
Jeffrey Tannenbaum |
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Title: |
President |
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FIR TREE CAPITAL OPPORTUNITY MASTER FUND, L.P.
By: FIR TREE, INC., its Manager
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By: |
/s/ Jeffrey Tannenbaum
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Name: |
Jeffrey Tannenbaum |
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Title: |
President |
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6
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the
undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G
(including any and all amendments thereto) with respect to the Common Stock, par value $0.0001 per
share, of General Finance Corporation, and further agree that this Joint Filing Agreement shall be
included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of
such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of
the information concerning such party contained therein; provided, however, that no party is
responsible for the accuracy or completeness of the information concerning any other party, unless
such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the
signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2008.
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SAPLING, LLC
By: FIR TREE, INC., its Manager
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By: |
/s/ Jeffrey Tannenbaum
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Name: |
Jeffrey Tannenbaum |
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Title: |
President |
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FIR TREE CAPITAL OPPORTUNITY MASTER FUND, L.P.
By: FIR TREE, INC., its Manager
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By: |
/s/ Jeffrey Tannenbaum
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Name: |
Jeffrey Tannenbaum |
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Title: |
President |
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