-----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, QSnjV0dcS84dHbP/jkbXe6TqvnWi28rNErv2S+MMH9Gwc0PYA0M/up7cSytLx5xo Vc9EENCPOun0iXu/gjbp3Q== 0001356220-09-000002.txt : 20090326 0001356220-09-000002.hdr.sgml : 20090326 20090326160030 ACCESSION NUMBER: 0001356220-09-000002 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090326 DATE AS OF CHANGE: 20090326 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Deerfield Capital Corp. CENTRAL INDEX KEY: 0001313918 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 202008622 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81573 FILM NUMBER: 09706735 BUSINESS ADDRESS: STREET 1: 6250 NORTH RIVER ROAD CITY: ROSEMONT STATE: IL ZIP: 60018 BUSINESS PHONE: 773-380-1600 MAIL ADDRESS: STREET 1: 6250 NORTH RIVER ROAD CITY: ROSEMONT STATE: IL ZIP: 60018 FORMER COMPANY: FORMER CONFORMED NAME: Deerfield Triarc Capital Corp DATE OF NAME CHANGE: 20050110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Copper Mountain Investments LTD CENTRAL INDEX KEY: 0001356220 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: P. O. BOX 31363 STREET 2: 45 MARKET STREET, SUITE 3211 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1206 BUSINESS PHONE: 345-949-7950 MAIL ADDRESS: STREET 1: P. O. BOX 31363 STREET 2: 45 MARKET STREET, SUITE 3211 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1206 SC 13G/A 1 dfr13ga3.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) DEERFIELD CAPITAL CORP. - ----------------------------------------------------------------- (Name of Issuer) COMMON, $0.001 PAR VALUE PER SHARE - ----------------------------------------------------------------- (Title of class of Securities) 244572301 - -------------- (CUSIP Number) 31 December 2008 - ----------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-l(b) [X] Rule 13d-l(c) [ ] Rule 13d-l(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 on the remainder of this cover page shall not be deemed "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). CUSIP NO. 244572301 Page 2 of 10 Pages 1. NAME OF REPORTING PERSON WILLIAM AND CLAIRE DART FOUNDATION 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION MICHIGAN NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON: 5. SOLE VOTING POWER 337,590 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 337,590 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 337,590 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2% 12. TYPE OF REPORTING PERSON* OO CUSIP NO. 244572301 Page 3 of 10 Pages 1. NAME OF REPORTING PERSON DART CONTAINER CORPORATION 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON: 5. SOLE VOTING POWER -0- 6. SHARED VOTING POWER 405,540 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 405,540 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 405,540 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.2% 12. TYPE OF REPORTING PERSON* CO CUSIP No. 244572301 Page 8 of 10 Pages CUSIP NO. 244572301 Page 4 of 10 Pages 1. NAME OF REPORTING PERSON COPPER MOUNTAIN INVESTMENTS LTD. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON: 5. SOLE VOTING POWER -0- 6. SHARED VOTING POWER 173,335 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 173,335 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 173,335 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.7% 12. TYPE OF REPORTING PERSON* CO CUSIP NO. 244572301 Page 5 of 10 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON ROBERT C. DART 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION BELIZE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON: 5. SOLE VOTING POWER -0- 6. SHARED VOTING POWER 578,875 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 578,875 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 578,875 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.9% 12. TYPE OF REPORTING PERSON* IN CUSIP No. 244572301 Page 6 of 10 Pages This Amendment No. 3 to Schedule 13G amends the Amendment No.2 to Schedule 13G filed by the Reporting Persons on February 17, 2009. This Amendment No. 3 is filed solely for the purpose of correcting typographical errors contained in Amendment No. 2. ITEM l(a). NAME OF ISSUER: DEERFIELD CAPITAL CORP. ITEM l(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 6250 N. RIVER ROAD ROSEMONT, IL 60018 ITEM 2(a)-(c). NAME, ADDRESS AND CITIZENSHIP OF EACH PERSON FILING: The William and Claire Dart Foundation (the Dart Foundation), 500 Hogsback Road, Mason, MI 48854, is a private foundation organized in Michigan. Dart Container Corporation (Dart Container), 500 Hogsback Road, Mason, MI 48854, a Michigan company owned 100% by Robert C. Dart. Copper Mountain Investments Limited (Copper Mountain), P. O. Box 31363, Grand Cayman, KY1-1206 Cayman Islands, a Cayman Islands company owned 100% by Robert C. Dart. Robert C. Dart, P. O. Box 30229, Grand Cayman, KY1-1201, Cayman Islands, a Belize citizen, is the beneficial owner of all of the stock of Dart Container and also is the beneficial owner of all of the stock of Copper Mountain. The Dart Foundation, Dart Container, Copper Mountain and Robert C. Dart (the Reporting Persons) are filing jointly because they may be regarded as a group. However, a) Dart Container, Copper Mountain, and Robert C. Dart each disclaim beneficial ownership of the shares owned by the Dart Foundation, and (b) the Dart Foundation disclaims beneficial ownership of the shares owned by Dart Container, Copper Mountain and Robert C. Dart, and (c) Dart Container and Copper Mountain each disclaim beneficial ownership of the shares owned by the other. Each of the Reporting Persons disclaims membership in a group, and this filing shall not constitute an acknowledgement that the filing persons constitute a group. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock $.001 par value per share ITEM 2(e). CUSIP NUMBER: 244572301 ITEM 3. Not Applicable. ITEM 4. OWNERSHIP CUSIP No. 244572301 Page 7 of 10 Pages As of the date of Amendment No. 2 to Schedule 13G, the Reporting Persons beneficially owned, in the aggregate, 916,465 (14.1%) of the outstanding shares of the common stock of the issuer. Copper Mountain Investments Ltd. beneficially owns the following: (a) Amount Beneficially owned: 173,335 (b) Percent of Class: 2.7% (c) Number of shares as to which the person has: (i) sole power to vote or to direct the vote: -0- (ii) shared power to vote or to direct the vote: 173,335 (iii)sole power to dispose of or to direct the disposition of: -0- (iv) shared power to dispose of or to direct the disposition of: 173,335 Dart Container Corporation beneficially owns the following: (a) Amount Beneficially owned: 405,540 (b) Percent of Class: 6.2% (c) Number of shares as to which the person has: (i) sole power to vote or to direct the vote: -0- (ii) shared power to vote or to direct the vote: 405,540 (iii)sole power to dispose of or to direct the disposition of: -0- (iv) shared power to dispose of or to direct the disposition of: 405,540 Robert C. Dart, beneficially owns the following: (a) Amount Beneficially owned: 578,875 (b) Percent of Class: 8.9% (c) Number of shares as to which the person has: (i) sole power to vote or to direct the vote: -0- (ii) shared power to vote or to direct the vote: 578,875 (iii)sole power to dispose of or to direct the disposition of: -0- (iv) shared power to dispose of or to direct the disposition of: 578,875 The William and Claire Dart Foundation beneficially owns the following: (a) Amount Beneficially owned: 337,590 (b) Percent of Class: 5.2% (c) Number of shares as to which the person has: (i) sole power to vote or to direct the vote: 337,590 (ii) shared power to vote or to direct the vote: -0- (iii)sole power to dispose of or to direct the disposition of: 337,590 (iv) shared power to dispose of or to direct the disposition of: -0- CUSIP No. 244572301 Page 8 of 10 Pages ITEM 5. OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS: [ ] ITEM 6. OWNERSHIP OF MORE THAN 5 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 OR CONTROL PERSON. Not applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. CUSIP No. 244572301 Page 9 of 10 Pages 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. 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. WILLIAM AND CLAIRE DART FOUNDATION BY: William A. Dart, Director 26 March 2009 DART CONTAINER CORPORATION BY: Robert C. Dart, Director 26 March 2009 COPPER MOUNTAIN INVESTMENTS LIMITED BY: James D. Lammers, Director 26 March 2009 ROBERT C. DART 26 March 2009 CUSIP No. 244572301 Page 10 of 10 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned agree to the joint filing of Form 13g (including any and all amendments thereto) with respect to the shares of Common stock of Deerfield Capital Corp. The undersigned further agree and acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate WILLIAM AND CLAIRE DART FOUNDATION BY: William A. Dart, Director 26 March 2009 DART CONTAINER CORPORATION BY: Robert C. Dart, Director 26 March 2009 COPPER MOUNTAIN INVESTMENTS LIMITED BY: James D. Lammers, Director 26 March 2009 ROBERT C. DART 26 March 2009 -----END PRIVACY-ENHANCED MESSAGE-----