- Amended Statement of Beneficial Ownership (SC 13D/A)
October 08 2008 - 2:29PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 2
to
SCHEDULE
13D
(Rule
13d-101)
Information
to be Included in Statements Filed Pursuant
to
Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule
13d-2(a)
|
TAILWIND
FINANCIAL INC.
|
|
(Name
of Issuer)
|
|
COMMON
STOCK, $0.001 PAR VALUE
|
|
(Title
of Class of Securities)
|
|
Kenneth
J. Abdalla
15332
Antioch Street #528
Pacific
Palisades, CA 90272
|
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications)
|
|
October
6, 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
schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other parties
to
whom copies are to be sent.
(Continued
on following pages)
(Page
1
of 6 Pages)
*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
(“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).
SCHEDULE
13D
|
1
|
NAME
OF REPORTING PERSON
MALIBU
PARTNERS LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS*
PF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
CALIFORNIA
|
|
NUMBER
OF
SHARES
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
2,550,366
SHARES OF COMMON STOCK
|
|
8
|
SHARED
VOTING POWER
0
SHARES OF COMMON STOCK
|
|
9
|
SOLE
DISPOSITIVE POWER
2,550,366
SHARES OF COMMON STOCK
|
|
10
|
SHARED
DISPOSITIVE POWER
0
SHARES
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,550,366
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3%
|
|
14
|
TYPE
OF REPORTING PERSON*
OO
(Limited Liability Company)
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
1
|
NAME
OF REPORTING PERSON
KENNETH
J. ABDALLA
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS*
PF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES
|
|
NUMBER
OF
SHARES
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
2,550,366
SHARES OF COMMON STOCK
|
|
8
|
SHARED
VOTING POWER
0
SHARES OF COMMON STOCK
|
|
9
|
SOLE
DISPOSITIVE POWER
2,550,366
SHARES OF COMMON STOCK
|
|
10
|
SHARED
DISPOSITIVE POWER
0
SHARES
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,550,366
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3%
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
Item
1.
|
Security
and Issuer
|
This
Amendment No. 2 to Schedule 13D relates to the common stock, par value $0.001
per share (“Common Stock”) of Tailwind Financial Inc. (the “Issuer”). The
address of the principal executive office of the Issuer is BCE Place, 181 Bay
Street, Suite 2040, Toronto, Ontario, Canada M5J 2T3. The 2,550,366 shares
of
Common Stock that is the subject of this Schedule 13D is owned directly by
Malibu Partners LLC. Kenneth J. Abdalla is the managing member of Malibu
Partners LLC and has voting and dispositive power with respect to such
shares.
|
Item
2.
|
Identity
and Background
|
|
|
(a)
|
This
Statement is filed on behalf of:
|
|
|
(1)
|
Malibu
Partners LLC; and
|
|
|
(b)
|
The
address of the above persons is:
15332
Antioch Street #528
Pacific
Palisades, CA 90272
|
|
|
(c)
|
The
principal occupation and business of Mr. Abdalla and Malibu Partners
LLC
is investing in securities.
|
|
|
(d)
|
Mr.
Abdalla and Malibu Partners LLC have not, during the last five (5)
years,
been convicted in a criminal proceeding (excluding traffic violation
or
similar misdemeanors).
|
|
|
(e)
|
Mr.
Abdalla and Malibu Partners LLC have not, during the last five (5)
years,
been a party to a civil proceeding of a judicial or administrative
body of
competent jurisdiction and, as a result of such proceeding, subject
to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
|
|
|
(f)
|
Mr.
Abdalla is an American citizen and Malibu Partners LLC is a limited
liability company organized in the state of California
.
|
|
Item
3.
|
Source
and Amount of Funds or Other
Consideration
|
Mr.
Abdalla and Malibu Partners LLC used their personal funds to purchase the
securities.
|
Item
4.
|
Purpose
of Transaction
|
Mr.
Abdalla acquired the shares with the intent of influencing the management of
the
Issuer. Mr. Abdalla believes the current valuation of the Issuer’s proposed
merger does not reflect a market clearing price. Furthermore, Mr. Abdalla has
suggested to management that they must seek one of two outcomes from Grand
Union
Inc. (1) Either Grand Union must substantially reduce the current merger price
to better reflect the industry valuations or (2) Grand Union revises the
non-binding letter of intent to give Tailwind the ability to engage other
potential merger candidates.
|
Item
5.
|
Interest
in Securities of the
Issuer
|
(a),
(b)
Mr. Abdalla and Malibu Partners LLC are the beneficial owners of 2,550,366
shares of common stock in Tailwind Financial Inc., representing approximately
16.3% of outstanding shares. Mr. Abdalla and Malibu Partners LLC have voting
and
dispositive power with respect to all 2,550,366 shares.
(c)
During
the past 60 days, Mr. Abdalla and Malibu Partners LLC effected transactions
in
the shares of common stock of Tailwind Financial, Inc. as set forth below.
All
such transactions were made on the American Stock Exchange.
|
Date
|
Quantity
|
Price
|
Transaction
|
|
|
|
|
|
|
September
5, 2008
|
833,766
|
$7.94
|
Purchase
|
|
September
19, 2008
|
83,200
|
$7.84
|
Purchase
|
|
September
30, 2008
|
24,000
|
$7.65
|
Purchase
|
|
October
2, 2008
|
25,100
|
$7.70
|
Purchase
|
|
October
6, 2008
|
150,000
|
$7.57
|
Purchase
|
(d)
N/A
(e)
N/A
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
None.
|
Item
7.
|
Material
to be Filed as Exhibits
|
None.
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.
Dated
as
of this 7
th
day of
October, 2008.
By:
/s/
Kenneth J.
Abdalla
Name:
Kenneth
J. Abdalla, individually
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
as
of this 7
th
day of
October, 2008.
MALIBU
PARTNERS LLC
By:
/s/
Kenneth J.
Abdalla
Name:
Kenneth
J. Abdalla
Title:
Managing
Member
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