-----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, LPMNJau6DpPtkpJd8WSvoY/Vipa8hk3L0x+xfZDH+FlW+tZD0Ss89x/SqHLEuTDF oRrtjhSkCoJXBfbl+7qhTA== 0001353791-08-000005.txt : 20080703 0001353791-08-000005.hdr.sgml : 20080703 20080703104755 ACCESSION NUMBER: 0001353791-08-000005 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080703 DATE AS OF CHANGE: 20080703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DART ROBERT C CENTRAL INDEX KEY: 0001353791 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 345-949-7950 MAIL ADDRESS: STREET 1: P O BOX 30229 STREET 2: WINDWARD 3 REGATTA OFFICE PARK 2ND FL CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1201 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: 08936880 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 SC 13G/A 1 dfr13ga1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G AMENDMENT NO. 1 Under the Securities Exchange Act of 1934 DEERFIELD CAPITAL CORP. - ----------------------------------------------------------------- (Name of Issuer) COMMON, $0.001 PAR VALUE PER SHARE - ----------------------------------------------------------------- (Title of class of Securities) 244572301 - -------------- (CUSIP Number) 30 June 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 14 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 -0- 6. SHARED VOTING POWER 3,375,900 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 3,375,900 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,375,900 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1% 12. TYPE OF REPORTING PERSON* OO CUSIP NO. 244572301 Page 3 of 14 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 4,055,400 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 4,055,400 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,055,400 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.1% 12. TYPE OF REPORTING PERSON* CO CUSIP NO. 244572301 Page 4 of 14 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 4,775,000 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 4,775,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,775,000 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.2% 12. TYPE OF REPORTING PERSON* CO CUSIP NO. 244572301 Page 5 of 14 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 8,830,400 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 8,830,400 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,830,400 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.2% 12. TYPE OF REPORTING PERSON* IN CUSIP NO. 244572301 Page 6 of 14 Pages 1. NAME OF REPORTING PERSON RUSHMORE INVESTMENTS LTD. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 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 -0- 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - -0- shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -0- 12. TYPE OF REPORTING PERSON* CO CUSIP NO. 244572301 Page 7 of 14 Pages 1. NAME OF REPORTING PERSON ROBERT C. DART RESIDUAL TRUST 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION MICHIGAN NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON: 5. SOLE VOTING POWER -0- 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - -0- shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -0- 12. TYPE OF REPORTING PERSON* OO CUSIP NO. 244572301 Page 8 of 14 Pages 1. NAME OF REPORTING PERSON WILLIAM A. DART 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON: 5. SOLE VOTING POWER -0- 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - -0- shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -0- 12. TYPE OF REPORTING PERSON* IN CUSIP NO. 244572301 Page 9 of 14 Pages 1. NAME OF REPORTING PERSON CLAIRE T. DART 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON: 5. SOLE VOTING POWER -0- 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - -0- shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -0- 12. TYPE OF REPORTING PERSON* IN CUSIP No. 244572301 Page 10 of 14 Pages This Amendment No. 1 to Schedule 13G amends the Schedule 13G filed by the Reporting Persons on June 16, 2008. 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 now owned 100% by Robert C. Dart as a result of a distribution from the Robert C. Dart Residual Trust. 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. Due to the disposition by the Robert C. Dart Residual Trust of all of its ownership interest in Copper Mountain effective 30 June 2008 to Robert C. Dart, the Robert C. Dart Residual Trust, William A. Dart and Claire T. Dart are no longer the beneficial owners of any shares of the Issuer, and as a result are no longer Reporting Persons on this Schedule 13G and are no longer deemed to be members of the group reported herein. Due to the disposition effective 30 June 2008 of all of the shares of the Issuer beneficially owned by Rushmore Investments Ltd. to Robert C. Dart, Rushmore Investments Ltd. is no longer the beneficial owner of any shares of the Issuer and, as a result, is no longer a Reporting Person on this Schedule 13G and is no longer deemed a member of the group reported herein. CUSIP No. 244572301 Page 11 of 14 Pages 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 As of the date of this Amendment No. 1 to Schedule 13G, the Reporting Persons beneficially own, in the aggregate, 12,206,300 (18.3%) of the outstanding shares of the common stock of the Issuer. As of the date of this filing, Copper Mountain Investments Ltd. beneficially owns the following: (a) Amount Beneficially owned: 4,775,000 (b) Percent of Class: 7.2% (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: 4,775,000 (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: 4,775,000 As of the date of this filing, Dart Container Corporation beneficially owns the following: (a) Amount Beneficially owned: 4,055,400 (b) Percent of Class: 6.1% (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: 4,055,400 (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: 4,055,400 CUSIP No. 244572301 Page 12 of 14 Pages As of the date of this filing, Robert C. Dart, beneficially owns the following: (a) Amount Beneficially owned: 8,830,400 (b) Percent of Class: 13.2% (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: 8,830,400 (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: 8,830,400 As of the date of this filing, the William and Claire Dart Foundation beneficially owns the following: (a) Amount Beneficially owned: 3,375,900 (b) Percent of Class: 5.1% (c) Number of shares as to which the person has: (i) sole power to vote or to direct the vote: 3,375,900 (ii) shared power to vote or to direct the vote: -0- (iii)sole power to dispose of or to direct the disposition of: 3,375,900 (iv) shared power to dispose of or to direct the disposition of: -0- As a result of the disposition of all of their beneficial ownership of the shares of the Issuer, this is the last report that will be filed by these persons as a member of this group: Rushmore Investments Ltd. Robert C. Dart Residual Trust William A. Dart Claire T. Dart 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 13 of 14 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 3 July 2008 DART CONTAINER CORPORATION BY: Robert C. Dart, Director 3 July 2008 COPPER MOUNTAIN INVESTMENTS LIMITED BY: James D. Lammers, Director 3 July 2008 ROBERT C. DART 3 July 2008 RUSHMORE INVESTMENTS LTD. BY: James D. Lammers, Director 3 July 2008 ROBERT C. DART RESIDUAL TRUST BY: Dart Financial Corporation, Trustee William A. Dart, President 3 July 2008 WILLIAM A. DART 3 July 2008 CLAIRE T. DART 3 July 2008 CUSIP No. 244572301 Page 14 of 14 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 3 July 2008 DART CONTAINER CORPORATION BY: Robert C. Dart, Director 3 July 2008 COPPER MOUNTAIN INVESTMENTS LIMITED BY: James D. Lammers, Director 3 July 2008 ROBERT C. DART 3 July 2008 -----END PRIVACY-ENHANCED MESSAGE-----