-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RWi2DjBV+q0pCooExgeR5Vv5gW7ULEJKwUXM9UwujU7yfjmxIBa7UlmOb95+8mjd 0pyqJ1iGMY9YNtyNExM9ZA== 0001304096-07-000034.txt : 20070928 0001304096-07-000034.hdr.sgml : 20070928 20070928165236 ACCESSION NUMBER: 0001304096-07-000034 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070928 DATE AS OF CHANGE: 20070928 GROUP MEMBERS: GREYWOLF ADVISORS LLC GROUP MEMBERS: GREYWOLF CAPITAL OVERSEAS FUND GROUP MEMBERS: GREYWOLF CAPITAL PARTNERS II LP GROUP MEMBERS: GREYWOLF GP LLC GROUP MEMBERS: JONATHAN SAVITZ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VANNESSA VENTURES LTD CENTRAL INDEX KEY: 0001102708 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81763 FILM NUMBER: 071143158 BUSINESS ADDRESS: STREET 1: SUITE 220 STREET 2: 1010 - 1ST STREET S.W. CITY: CALGARY STATE: A0 ZIP: T2R 1K4 BUSINESS PHONE: (403)444-5185 MAIL ADDRESS: STREET 1: SUITE 220 STREET 2: 1010 - 1ST STREET S.W. CITY: CALGARY STATE: A0 ZIP: T2R 1K4 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Greywolf Capital Management LP CENTRAL INDEX KEY: 0001304096 IRS NUMBER: 542104250 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4 MANHATTANVILLE ROAD STREET 2: SUITE 201 CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 914-251-8200 MAIL ADDRESS: STREET 1: 4 MANHATTANVILLE ROAD STREET 2: SUITE 201 CITY: PURCHASE STATE: NY ZIP: 10577 SC 13G 1 vannessaventures13g.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. _________)

 

Vannessa Ventures Ltd.

 

(Name of Issuer)

 

Common Shares, No Par Value

 

(Title of Class of Securities)

 

921941100

 

(CUSIP Number)

 

March 27, 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)

x

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).

(Continued on following pages)

Page 1 of 13 Pages

Exhibit Index Found on Page 12

 

13G

CUSIP No. 921941100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Greywolf Capital Partners II LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)           (a) [ ]

 

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 5,000,000 Shares, which is 4.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

1,329,837 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

1,329,837 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,329,837 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)              [ ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.1% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

                

 

Page 2 of 13 Pages

 

13G

CUSIP No. 921941100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Greywolf Capital Overseas Fund

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)           (a) [ ]

 

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 5,000,000 Shares, which is 4.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

3,670,163 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

3,670,163 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,670,163 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)              [ ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.2% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

 

Page 3 of 13 Pages

 

13G

CUSIP No. 921941100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Greywolf Advisors LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)           (a) [ ]

 

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 5,000,000 Shares, which is 4.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

5,000,000 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

5,000,000 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,000,000 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)              [ ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.3% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

 

Page 4 of 13 Pages

 

13G

CUSIP No. 921941100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Greywolf Capital Management LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)           (a) [ ]

 

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 5,000,000 Shares, which is 4.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

5,000,000 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

5,000,000 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,000,000 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)              [ ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.3% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

Page 5 of 13 Pages

 

13G

CUSIP No. 921941100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Greywolf GP LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)           (a) [ ]

 

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 5,000,000 Shares, which is 4.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

5,000,000 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

5,000,000 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,000,000 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)              [ ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.3% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

 

Page 6 of 13 Pages

 

13G

CUSIP No. 921941100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Jonathan Savitz

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)           (a) [ ]

 

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 5,000,000 Shares, which is 4.3% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

5,000,000 [See Preliminary Note]

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

5,000,000 [See Preliminary Note]

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,000,000 [See Preliminary Note]

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)              [ ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.3% [See Preliminary Note]

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 7 of 13 Pages

 

Preliminary Note: The Reporting Persons (as defined below) are filing this Schedule 13G to report their prior holdings over 5% of the common shares, no par value (the “Shares”), in Vannessa Ventures Ltd. (the “Company”). On March 27, 2007, the Reporting Persons held in aggregate 4,936,000 Shares or 5.07% of the Shares as of such date. As a result of an increase in the Company’s share outstanding number from 97,364,353 Shares to 115,955,723 Shares as of August 28, 2007, as reported by the Company on the Form 6-K filed with the Securities and Exchange Commission on September 6, 2007, the Reporting Persons’ holdings percentage decreased to below 5%. Therefore, this Schedule 13G also reports an exit filing by the Reporting Persons who, as of the date hereof, holds 5,000,000 Shares, or 4.3%, of the Company's Shares.

 

Item 1.

Issuer

 

 

(a)

Name of Issuer

 

Vannessa Ventures Ltd. (the “Company”)

 

 

(b)

Address of Issuer’s Principal Executive Offices

 

Suite 220, 1010 – 1st Street S.W., Calgary, Alberta, Canada T2R 1K4

 

Item 2. Identity And Background

 

Title Of Class Of Securities And CUSIP Number (Item 2(d) and (e))

 

This statement relates to the Shares ofthe Company. The CUSIP number of the Sharesis 921941100.

 

Name Of Persons Filing, Address Of Principal Business Office And Citizenship (Item 2(a), (b) and (c))

 

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons.”

 

 

(i)

Greywolf Capital Partners II LP, a Delaware limited partnership (“Greywolf Capital II”), with respect to the Shares held by it;

 

 

(ii)

Greywolf Capital Overseas Fund, a Cayman Islands exempted company (“Greywolf Overseas”), with respect to the Shares held by it;

 

 

(iii)

Greywolf Advisors LLC, a Delaware limited liability company and the general partner of Greywolf Capital II (the “General Partner”), with respect to the Shares held by Greywolf Capital II;

 

 

(iv)

Greywolf Capital Management LP, a Delaware limited partnership and the investment manager of Greywolf Capital II and Greywolf Overseas (the

 

Page 8 of 13 Pages

 

“Investment Manager”), with respect to the Shares held by Greywolf Capital II and Greywolf Overseas;

 

 

(v)

Greywolf GP LLC, a Delaware limited liability company and the general partner of the Investment Manager (the “Investment Manager General Partner”), with respect to the Shares held by Greywolf Capital II and Greywolf Overseas; and

 

 

(vi)

Jonathan Savitz, a United States citizen and the senior managing member of the General Partner and the sole managing member of the Investment Manager General Partner (“Savitz”), with respect to the Shares held by each of Greywolf Capital II and Greywolf Overseas.

The citizenship of each of the Reporting Persons is set forth above. The address of the principal business office of (i) all of the Reporting Persons other than Greywolf Overseas is 4 Manhattanville Road, Suite 201, Purchase, NY 10577 and (ii) Greywolf Overseas is 6 Front Street, Hamilton, HM11 Bermuda.

Item 3. If This Statement Is Filed Pursuant To Sections 240.13d-1(b), Or 13d-2(b) Or (c), Check Whether The              Person Filing Is An Entity Specified In (a) - (j):

 

Not Applicable.

 

If This Statement Is Filed Pursuant To Section 240.13d-1(c), Check This Box. x

 

Item 4. Ownership

 

The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person hereto is incorporated herein by reference for each such Reporting Person.

 

The Shares reported hereby for Greywolf Capital II are owned directly by Greywolf Capital II and those reported by Greywolf Overseas are owned directly by Greywolf Overseas. The General Partner, as general partner to Greywolf Capital II, may be deemed to be the beneficial owner of all such Shares owned by Greywolf Capital II. The Investment Manager, as investment manager of Greywolf Overseas and Greywolf Capital II, may be deemed to be the beneficial owner of all such Shares owned by Greywolf Overseas and Greywolf Capital II. The Investment Manager General Partner, as general partner of the Investment Manager, may be deemed to be the beneficial owner of all such Shares owned by Greywolf Capital II and Greywolf Overseas. Savitz, as the senior managing member of the General Partner and as the sole managing member of the Investment Manager General Partner, may be deemed to be the beneficial owner of all such Shares owned by Greywolf Capital II and Greywolf Overseas.Each of the General Partner, the Investment Manager, the Investment Manager General Partner and Savitz hereby disclaims any beneficial ownership of any such Shares.

 

 

Page 9 of 13 Pages

 

Item 5. 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 deemed beneficial owner of more than five percent of the class of securities, check the following [ X ]. – See Preliminary Note.

 

Item 6. Ownership Of More Than Five Percent On Behalf Of Another Person

 

Not Applicable.

 

Item 7. Identification And Classification Of The Subsidiary Which Acquired The Security

             Being Reported On By The Parent Holding Company

 

Not Applicable.

 

Item 8. Identification And Classification Of Members Of The Group

 

The Reporting Persons are filing this Schedule 13G pursuant to Rule 13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.

 

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 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.

 

 

 

 

 

 

 

 

Page 10 of 13 Pages

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: September 28, 2007

 

 

/s/ Jonathan Savitz

GREYWOLF ADVISORS LLC,

On its own behalf

And as the General Partner of

GREYWOLF CAPITAL PARTNERS II LP

By Jonathan Savitz,

Senior Managing Member

 

/s/ Jonathan Savitz

GREYWOLF GP LLC

By Jonathan Savitz,

Managing Member

 

/s/ Jonathan Savitz

GREYWOLF CAPITAL MANAGEMENT LP,

On its own behalf

And as investment manager to

GREYWOLF CAPITAL OVERSEAS FUND

By Jonathan Savitz,

Managing Member

 

/s/ Jonathan Savitz

Jonathan Savitz

 

 

Page 11 of 13 Pages

 

EXHIBIT INDEX

 

EXHIBIT 1

Joint Acquisition Statement Pursuant to Section 240.13d-1(k)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 12 of 13 Pages

 

 

EXHIBIT 1

 

to

 

SCHEDULE 13G

 

 

JOINT ACQUISITION STATEMENT

PURSUANT TO SECTION 240.13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

 

Dated: September 28, 2007

 

/s/ Jonathan Savitz

GREYWOLF ADVISORS LLC,

On its own behalf

And as the General Partner of

GREYWOLF CAPITAL PARTNERS II LP

By Jonathan Savitz,

Senior Managing Member

 

/s/ Jonathan Savitz

GREYWOLF GP LLC

By Jonathan Savitz,

Managing Member

 

/s/ Jonathan Savitz

GREYWOLF CAPITAL MANAGEMENT LP,

On its own behalf

And as investment manager to

GREYWOLF CAPITAL OVERSEAS FUND

By Jonathan Savitz,

Managing Member

 

/s/ Jonathan Savitz

Jonathan Savitz

 

Page 13 of 13 Pages

 

 

 

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