-----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, SXsF9ZxBzhapF9A1mS+Q6xwrJm1HEn2xoD6D1QFgXfKJiDiV2RDEUEl04oOMSJAW ndI6Jy3++ila1Gm1Hxmx/A== 0000919574-08-002097.txt : 20080303 0000919574-08-002097.hdr.sgml : 20080303 20080229175654 ACCESSION NUMBER: 0000919574-08-002097 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080303 DATE AS OF CHANGE: 20080229 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Asia Automotive Acquisition Corp. CENTRAL INDEX KEY: 0001332552 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 203022522 STATE OF INCORPORATION: DE FISCAL YEAR END: 1205 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81756 FILM NUMBER: 08657341 BUSINESS ADDRESS: STREET 1: 2711 CENTERVILLE RD , SUITE 400 CITY: WILMINGTON STATE: DE ZIP: 19808 BUSINESS PHONE: 1-248-593-8330 MAIL ADDRESS: STREET 1: 199 PIERCE STREET, SUITE 202 CITY: BIRMINGHAM STATE: MI ZIP: 48009 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEINBERG JEFF CENTRAL INDEX KEY: 0001088219 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 12230 EL CAMINO REAL CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 8582593440 MAIL ADDRESS: STREET 1: C/O JLF ASSET MANAGEMENT, LLC STREET 2: 2775 VIA DE LA VALLE, SUITE 204 CITY: DEL MAR STATE: CA ZIP: 92014 SC 13D/A 1 d859665_13d-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Amendment No. 1 Asia Automotive Acquisition Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 04519K101 - -------------------------------------------------------------------------------- (CUSIP Number) Jeffrey L. Feinberg c/o JLF Asset Management, L.L.C. 2775 Via de la Valle, Suite 204 Del Mar, CA 92014 (858) 259-3400 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 21, 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 for other parties to whom copies are to be sent. 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 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. 04519K101 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jeffrey L. Feinberg 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,471,600 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,471,600 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,471,600 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.40% 14. TYPE OF REPORTING PERSON* IN, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 04519K101 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JLF Asset Management, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,471,600 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,471,600 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,471,600 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.40% 14. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 04519K101 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JLF Partners I, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 633,060 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 633,060 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 633,060 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.50% 14. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 04519K101 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JLF Offshore Fund, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 789,060 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 789,060 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 789,060 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.08% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 04519K101 --------------------- - -------------------------------------------------------------------------------- Item 1. Security and Issuer. The name of the issuer is Asia Automotive Acquisition Corp., a Delaware corporation (the "Issuer"). The address of the Issuer's offices is 199 Pierce Street, Suite 202, Birmingham, Michigan 48009, United States of America. This amendment to Schedule 13D (the "Amendment") relates to the Issuer's Common Stock, par value $0.001 per share (the "Shares"). - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a-c, f) This Amendment is being filed to report material changes in the beneficial ownership of Shares of (i) Jeffrey L. Feinberg, a United States citizen, (ii) JLF Asset Management, L.L.C. a Delaware limited liability company, ("JLFAM"), (iii) JLF Partners I, L.P., a Delaware limited partnership ("JLF1"), and (iv) JLF Offshore Fund, Ltd., a Cayman Islands company ("JLFOS") (collectively, the "Reporting Persons"). These material changes resulted from purchases of Shares by JLF1, JLFOS, JLF Partners II, L.P., a Delaware limited partnership ("JLF2"), and JLF Concentrated Partners, L.P., a Delaware limited partnership ("JLFCN"). The principal business address for JLFAM is 2775 Via de la Valle, Suite 204, Del Mar, CA 92014, United States of America. The principal business address for Jeffrey L. Feinberg and JLF1 is c/o JLF Asset Management, L.L.C., 2775 Via de la Valle, Suite 204, Del Mar, CA 92014, United States of America. The principal business address for JLFOS is c/o Goldman Sachs (Cayman) Trust, Limited, P.O. Box 896, Harbour Centre, 2nd Floor, North Church Street, Grand Cayman, Cayman Islands. Mr. Feinberg is the managing member of JLFAM, an investment management firm that serves as the investment adviser to JLF1, JLF2, JLFCN and JLFOS (collectively, the "Funds"). (d) Jeffrey L. Feinberg has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof, Mr. Feinberg and JLFAM each may be deemed to beneficially own 1,471,600 Shares, consisting of 633,060 Shares held by JLF1, 45,251 Shares held by JLF2, 4,229 Shares held by JLFCN, and 789,060 Shares held by JLFOS. As of the date hereof, JLF1 may be deemed to beneficially own 633,060 Shares. As of the date hereof, JLF2 may be deemed to beneficially own 45,251 Shares. As of the date hereof, JLFCN may be deemed to beneficially own 4,229 Shares. As of the date hereof, JLFOS may be deemed to beneficially own 789,060 Shares. The funds for the purchase of the Shares came from the working capital of the Funds managed by JLFAM, over which Mr. Feinberg, through his role at JLFAM, exercises investment discretion. The total cost for the Shares beneficially owned by the Reporting Persons is $11,251,637. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. The Shares held by the Reporting Persons were acquired for, and are being held for, investment purposes only. The acquisitions of the Shares were made in the ordinary course of the Reporting Persons' business or investment activities, as the case may be. The Reporting Persons have no plans or proposals which would relate to or would result in: (a) the acquisition of additional securities of the Issuer or the disposition of presently-owned securities of the Issuer; (b) any extraordinary corporate transaction involving the Issuer; (c) a sale or transfer of a material amount of assets of the Issuer; (d) any change in the present Board of Directors or management of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any material change in the operating policies or corporate structure of the Issuer; (g) any change in the Issuer's charter or by-laws; (h) the Shares of the Issuer ceasing to be authorized to be quoted in the over-the-counter security markets; or (i) causing the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. The Reporting Persons, however, reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a-e) As of the date hereof, (i) each of Mr. Feinberg and JLFAM may be deemed to be the beneficial owner of 1,471,600 Shares or 24.40% of the Shares of the Issuer and (ii) JLF1 may be deemed to be the beneficial owner of 633,060 Shares or 10.50% of the Issuer and (iii) JLFOS may be deemed to be the beneficial owner of 789,060 Shares or 13.08% of the Issuer, based upon the 6,031,250 Shares outstanding as of October 22, 2007, according to the amendment to Form 10-QSB filed by the Issuer on November 27, 2007. Each of Mr. Feinberg and JLFAM has the shared power to vote or direct the vote of 1,471,600 Shares to which this filing relates, while JLF1 has the shared power to vote or direct the vote of 633,060 Shares to which this filing relates, and JLFOS has the shared power to vote or direct the vote of 789,060 Shares to which this filing relates. No Reporting Person has the sole power to vote or direct the vote of any of the Shares to which this filing relates. Each of Mr. Feinberg and JLFAM has the shared power to dispose of or direct the disposition of 1,471,600 Shares to which this filing relates, while JLF1 has the shared power to dispose of or direct the disposition of 633,060 Shares to which this filing relates, and JLFOS has the shared power to dispose of or direct the disposition of 789,060 Shares to which this filing relates. No Reporting Person has the sole power to dispose of or direct the disposition of any of the Shares to which this filing relates. Transactions effected within the last 60 days are listed in Exhibit B to this Amendment. The Shares to which this filing relates were acquired for investment purposes. The Reporting Persons may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open markets or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as set forth herein, the Reporting Persons do not have any contract, arrangement, understanding, or relationship with any person with respect to the Shares. The Reporting Persons own 578,900 Common Stock Warrants of the Issuer (the "Warrants"). Each Warrant entitles the holder to purchase one Share at an exercise price of $5.00 upon the completion of a business combination by the Issuer. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. Exhibit A - Joint Filing Agreement Exhibit B - Transactions within the last 60 Days 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. February 29, 2008 - ----------------------- (Date) /s/ Jeffrey L. Feinberg(1) -------------------------- Jeffrey L. Feinberg JLF Asset Management, L.L.C.(1) By: /s/ Jeffrey L. Feinberg ----------------------------- Name: Jeffrey L. Feinberg Title: Managing Member JLF Partners I, L.P. By: JLF Asset Management, L.L.C., its management company By: /s/ Jeffrey L. Feinberg ----------------------------- Name: Jeffrey L. Feinberg Title: Managing Member JLF Offshore Fund, Ltd. By: JLF Asset Management, L.L.C., its investment manager By: /s/ Jeffrey L. Feinberg ----------------------------- Name: Jeffrey L. Feinberg Title: Managing Member - ---------- (1) These Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). EXHIBIT A JOINT FILING AGREEMENT The undersigned agree that this amendment to Schedule 13D dated February 29, 2008 relating to the Common Stock, par value $0.001 per share, of Asia Automotive Acquisition Corp. shall be filed on behalf of the undersigned. /s/ Jeffrey L. Feinberg ----------------------- Jeffrey L. Feinberg JLF Asset Management, L.L.C. By: /s/ Jeffrey L. Feinberg ----------------------------- Name: Jeffrey L. Feinberg Title: Managing Member JLF Partners I, L.P. By: JLF Asset Management, L.L.C., its management company By: /s/ Jeffrey L. Feinberg ----------------------------- Name: Jeffrey L. Feinberg Title: Managing Member JLF Offshore Fund, Ltd. By: JLF Asset Management, L.L.C., its investment manager By: /s/ Jeffrey L. Feinberg ----------------------------- Name: Jeffrey L. Feinberg Title: Managing Member February 29, 2008 EXHIBIT B TRANSACTIONS WITHIN THE LAST 60 DAYS JLF Partners I, L.P. -------------------- Number of Date Shares Purchased Price - ---- ---------------- ----- 2/21/2008 69,253 $7.93 2/21/2008 197 $7.95 2/22/2008 8,102 $7.99 JLF Partners II, L.P. --------------------- Number of Date Shares Purchased Price - ---- ---------------- ----- 2/21/2008 5,956 $7.93 2/21/2008 17 $7.95 2/22/2008 698 $7.99 JLF Concentrated Partners, L.P. ------------------------------- Number of Date Shares Purchased Price - ---- ---------------- ----- 2/21/2008 4,217 $7.93 2/21/2008 12 $7.95 JLF Offshore Fund, Ltd. ----------------------- Number of Date Shares Purchased Price - ---- ---------------- ----- 2/21/2008 95,574 $7.93 2/21/2008 274 $7.95 2/22/2008 11,200 $7.99 SK 02717 0006 859665 -----END PRIVACY-ENHANCED MESSAGE-----