0000945621-05-000023.txt : 20120725
0000945621-05-000023.hdr.sgml : 20120725
20050208165819
ACCESSION NUMBER: 0000945621-05-000023
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050208
DATE AS OF CHANGE: 20050208
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: SUNTERRA CORP
CENTRAL INDEX KEY: 0001016577
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT) [6532]
IRS NUMBER: 954582157
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-47333
FILM NUMBER: 05584686
BUSINESS ADDRESS:
STREET 1: 3865 W CHEYENNE AVENUE
STREET 2: BUILDING NO. 5
CITY: NORTH LAS VEGAS
STATE: NV
ZIP: 89032
BUSINESS PHONE: 7028048600
MAIL ADDRESS:
STREET 1: 3865 W CHEYENNE AVENUE
STREET 2: BUILDING NO. 5
CITY: NORTH LAS VEGAS
STATE: NV
ZIP: 89032
FORMER COMPANY:
FORMER CONFORMED NAME: SIGNATURE RESORTS INC
DATE OF NAME CHANGE: 19980722
FORMER COMPANY:
FORMER CONFORMED NAME: KGK RESORTS INC
DATE OF NAME CHANGE: 19960611
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: NEW GENERATION ADVISERS INC
CENTRAL INDEX KEY: 0001107211
IRS NUMBER: 043020600
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 225 FRIEND STREET SUITE 801
CITY: BOSTON
STATE: MA
ZIP: 02114
BUSINESS PHONE: 6175739550
MAIL ADDRESS:
STREET 1: 225 FRIEND STREET SUITE 801
CITY: BOSTON
STATE: MA
ZIP: 02114
SC 13G
1
newgen-13g.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
Sunterra Corp.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
828395103
--------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2004
--------------------------------------------------------------------------------
(Date of Event which Required 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)
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).
SCHEDULE 13G
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ironwood Capital Management, LLC
Tax ID 043020600
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
5 SOLE VOTING POWER
0
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
6 SHARED VOTING POWER
698,113
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
698,113
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
698,113
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.69%
12 TYPE OF REPORTING PERSON
IA
SCHEDULE 13G
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George Putnam III
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
American
NUMBER OF
SHARES 5 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
698,113
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
698,113
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
698,113
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.69%
12 TYPE OF REPORTING PERSON
HC
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas J. Hill
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
American
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
698,113
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
698,113
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
698,113
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.69%
12 TYPE OF REPORTING PERSON
HC
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl E. Owens
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
American
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
698,113
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
698,113
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
698,113
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.69%
12 TYPE OF REPORTING PERSON
HC
Item 1. (a). Name of Issuer: Sunterra Corp.
(b). Address of Issuer's Principal Executive Offices:
3685 W. Cheyenne Ave., Building No. 5
North Las Vegas, NV 89032
Item 2. (a). Name of Person Filing:
(i) New Generation Advisors, Inc. ("NGA")
(ii) George Putnam, III ("Putnam")
(iii) Thomas J. Hill ("Hill")
(iv) Carl E. Owens ("Owens")
(b). Address of Principal Business Office or, if none, Residence:
NGA:
225 Friend Street, Suite 801
Boston, MA 02114
Putnam:
c/o NGA
225 Friend Street, Suite 801
Boston, MA 02114
Hill:
c/o NGA
225 Friend Street, Suite 801
Boston, MA 02114
Owens:
c/o NGA
225 Friend Street, Suite 801
Boston, MA 02114
(c). Citizenship or Place of Organization:
ICM: Massachusetts
Isabelle: American
Droster: American
Collins: American
(d). Title of Class of Securities: Common Stock
(e). CUSIP Number: 828395103
Item 3. If this statement is filed pursuant to sections
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
(a) [ ] Broker or dealer registered under section 15
of the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c.);
(d) [ ] Investment company registered under section 8
of the Investment Company Act of 1940 (15 U.S.C.
80a-8);
(e) [x] An investment adviser in accordance with
section 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii) (F);
(g) [x] A parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in section
3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813);
(i) [ ] 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);
(j) [ ] Group, in accordance with section
240.13d-1(b)(1) (ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
(a). Amount beneficially owned:
(i) NGA: 698,113
(ii) Putnam: 698,113
(iii) Hill: 698,113
(iv) Owens: 698,113
(b). Percent of class:
(i) NGA: 3.69%
(ii) Putnam: 3.69%
(iii) Hill: 3.69%
(iv) Owens: 3.69%
(c). Number of shares as to which the person has:
(1) Sole power to vote or to direct the vote:
(i) NGA: 0
(ii) Putnam: 0
(iii) Hill: 0
(iv) Owens: 0
(2) Shared power to vote or to direct the vote:
(i) NGA: 698,113
(ii) Putnam: 698,113
(iii) Hill: 698,113
(iv) Owens: 698,113
(3) Sole power to dispose or to direct the disposition of:
(i) NGA: 0
(ii) Putnam: 0
(iii) Hill: 0
(iv) Owens: 0
(4) Shared power to dispose or to direct the disposition of:
(i) NGA: 698,113
(ii) Putnam: 698,113
(iii) Hill: 698,113
(iv) Owens: 698,113
Item 5. Ownership of Five Percent or Less of a Class: [X]
This statement is being filed to indicate that the reporting
persons have ceased to be owners of five percent of the class
of securities.
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person:
Not Applicable
Item 7. Identification and Classification of Subsidiaries which
Acquired the Security Being Reported on by the Parent
Holding Company:
Not Applicable
Item 8. Identification and Classification of Members of the Group:
Not Applicable
Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. Certification:
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.
In accordance with Rule 13d-4 of the Securities Exchange Act
of 1934, each of the persons filing this statement expressly
disclaim the beneficial ownership of the securities covered by
this statement and the filing of this report shall not be
construed as an admission by such persons that they are the
beneficial owners of such securities.
SIGNATURES
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.
NEW GENERATION ADVISERS, INC.
Date: February 8, 2005 By: /s/George Putnam, III
-----------------------------------
George Putnam, III, President
Date: February 8, 2005 /s/George Putnam, III
-----------------------------------
George Putnam
Date: February 8, 2005 /s/Thomas J. Hill
-----------------------------------
Thomas J. Hill
Date: February 8, 2005 /s/Carl E. Owens
-----------------------------------
Carl E. Owens
EXHIBIT 1
JOINT FILING AGREEMENT AMONG NEW GENERATION ADVISERS, INC., GEORGE PUTNAM, III,
THOMAS J. HILL AND CARL E. OWENS.
WHEREAS, in accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934 (the "Act"), only one joint statement and any amendments thereto need to be
filed whenever one or more persons are required to file such a statement or any
amendments thereto pursuant to Section 13(d) of the Act with respect to the same
securities, provided that said persons agree in writing that such statement or
amendments thereto is filed on behalf of each of them;
NOW, THEREFORE, the parties hereto agree as follows:
NEW GENERATION ADVISERS, INC., GEORGE PUTNAM, III, THOMAS J. HILL and CARL E.
OWENS hereby agree, in accordance with Rule 13d-1(k) under the Act, to file a
statement on Schedule 13G relating to their ownership of Common Stock of the
Issuer and do hereby further agree that said statement shall be filed on behalf
of each of them.
NEW GENERATION ADVISERS, INC.
Date: February 8, 2005 By: /s/George Putnam, III
-----------------------------------
George Putnam, III, President
Date: February 8, 2005 /s/George Putnam, III
-----------------------------------
George Putnam, III
Date: February 8, 2005 /s/Thomas J. Hill
-----------------------------------
Thomas J. Hill
Date: February 8, 2005 /s/Carl E. Owens
-----------------------------------
Carl E. Owens