-----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, SWh2ypQbTmbSt/8OcosOQNvHIQgZMvlX9qPlJLuVL2UI7WVmhOGpLInf/CvLFtdC pvtuBknSWvrHz4cgnjtETg== 0001405947-08-000004.txt : 20080208 0001405947-08-000004.hdr.sgml : 20080208 20080208151113 ACCESSION NUMBER: 0001405947-08-000004 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080208 DATE AS OF CHANGE: 20080208 GROUP MEMBERS: ASENETH PINDER GROUP MEMBERS: BORIS STEIN GROUP MEMBERS: GILBERT A. WARD GROUP MEMBERS: GUIDANCE HOLDINGS, INC. GROUP MEMBERS: THE GUIDANCE TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Shermen WSC Acquisition Corp CENTRAL INDEX KEY: 0001361872 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 204755936 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82912 FILM NUMBER: 08588786 BUSINESS ADDRESS: STREET 1: C/O THE SHERMEN GROUP STREET 2: 1251 AVENUE OF THE AMERICAS SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212 332 2960 MAIL ADDRESS: STREET 1: C/O THE SHERMEN GROUP STREET 2: 1251 AVENUE OF THE AMERICAS SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BTR Asset Management Ltd. CENTRAL INDEX KEY: 0001405947 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: QUEENSGATE HOUSE, SOUTH CHURCH STREET STREET 2: P.O. BOX 1234 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 BUSINESS PHONE: 416-849-2591 MAIL ADDRESS: STREET 1: QUEENSGATE HOUSE, SOUTH CHURCH STREET STREET 2: P.O. BOX 1234 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 SC 13G/A 1 f00493851.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* Shermen WSC Acquisition Corp. (NAME OF ISSUER) Common Stock, par value $0.0001 per share (TITLE OF CLASS OF SECURITIES) 824197107 (CUSIP NUMBER) August 17, 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: [ ] Rule 13d-1(b) [ X ] Rule 13d-1(c) [ ] 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). CUSIP NO. 824197107 13G 1. NAME OF REPORTING PERSONS BTR Asset Management Limited 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 WITH: 5. SOLE VOTING POWER: None. 6. SHARED VOTING POWER: None. 7. SOLE DISPOSITIVE POWER: None. 8. SHARED DISPOSITIVE POWER: None. 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None. 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. 824197107 13G 1. NAME OF REPORTING PERSONS Guidance Holdings Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Bahamas NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER: None. 6. SHARED VOTING POWER: None. 7. SOLE DISPOSITIVE POWER: None. 8. SHARED DISPOSITIVE POWER: None. 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None. 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. 824197107 13G 1. NAME OF REPORTING PERSONS The Guidance Trust. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Bahamas NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER: None. 6. SHARED VOTING POWER: None. 7. SOLE DISPOSITIVE POWER: None. 8. SHARED DISPOSITIVE POWER: None. 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None. 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. 824197107 13G 1. NAME OF REPORTING PERSONS Boris Stein 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Bahamas NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER: None. 6. SHARED VOTING POWER: None. 7. SOLE DISPOSITIVE POWER: None. 8. SHARED DISPOSITIVE POWER: None. 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None. 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. 824197107 13G 1. NAME OF REPORTING PERSONS Gilbert A. Ward 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Bahamas NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER: None. 6. SHARED VOTING POWER: None. 7. SOLE DISPOSITIVE POWER: None. 8. SHARED DISPOSITIVE POWER: None. 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None. 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. 824197107 13G 1. NAME OF REPORTING PERSONS Aseneth Pinder 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Bahamas NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER: None. 6. SHARED VOTING POWER: None. 7. SOLE DISPOSITIVE POWER: None. 8. SHARED DISPOSITIVE POWER: None. 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None. 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 ITEM 1. (A) NAME OF ISSUER: Shermen WSC Acquisition Corp. (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: c/o The Shermen Group 1251 Avenue of the Americas, Suite 900 New York, NY 10020 ITEM 2. (A) NAMES OF PERSONS FILING: See Cover Pages, item 1. (B) ADDRESS OR PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: BTR Asset Management Limited Queensgate House South Church Street P.O. Box 1234 Grand Cayman KY1-1108 Cayman Islands Guidance Holdings Inc. British Colonial Centre of Commerce One Bay Street, Suite 303, P.O. Box N-7115 Nassau, Bahamas The Guidance Trust British Colonial Centre of Commerce One Bay Street, Suite 303, P.O. Box N-7115 Nassau, Bahamas Boris Stein Gilbert A. Ward Aseneth Pinder c/o The Guidance Trust British Colonial Centre of Commerce One Bay Street, Suite 303, P.O. Box N-7115 Nassau, Bahamas (C) CITIZENSHIP: See Cover Pages, item 4. (D) TITLE OF CLASS OF SECURITIES: Common Stock, $0.0001 per share ("Common Stock") (E) CUSIP NO.: 824197107 ITEM 3. STATEMENT FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B) OR (C): Not applicable. ITEM 4. OWNERSHIP See Cover Pages, items 5 through 11. The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons (as defined below) are based upon 28,750,000 shares of Common Stock outstanding as of November 13, 2007, as such information was reported by the Issuer on a Form 10-Q filed on November 14, 2007. On August 17, 2007, BTR Global Growth Trading Limited sold 385,000 shares of Common Stock. On August 20, 2007, BTR Global Arbitrage Trading Limited sold 430,000 shares of Common Stock and BTR Global Opportunity Trading Limited sold 850,000 shares of Common Stock. BTR Asset Management Limited is the investment manager to each of the Funds (as defined below). Guidance Holdings Inc. owns all of the voting stock of BTR Asset Management Limited. The Guidance Trust owns all of the voting stock of Guidance Holdings Inc. Boris Stein, Gilbert A. Ward and Aseneth Pinder are the trustees of The Guidance Trust. As of the date of this filing, each Reporting Person may be deemed to be the beneficial owner of 0 shares of Common Stock. The Funds hold 3,330,000 warrants ("Warrants") in the aggregate. Each Warrant entitles the holder to purchase one share of the Issuer's Common Stock at a price of $5.00. Each Warrant will become exercisable on the later of the Issuer's completion of a business combination and May 24, 2008, and will expire on May 24, 2011, or earlier upon redemption. As of the date of this filing, to the Reporting Persons' knowledge, the Issuer has not announced the completion of a business combination. BTR Asset Management Limited, Guidance Holdings Inc., The Guidance Trust, Boris Stein, Gilbert A. Ward and Aseneth Pinder are collectively referred to as the "Reporting Persons" in this Schedule 13G. BTR Global Growth Trading Limited, BTR Global Arbitrage Trading Limited and BTR Global Opportunity Trading Limited are collectively referred to as the "Funds" in this Schedule 13G. 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 each of the Reporting Persons has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: [ X ]. 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 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. ITEM 10. CERTIFICATIONS. By signing below, each of the undersigned certifies that, to the best of his or its individual knowledge and belief, the securities referred to above were not acquired, and are not held, for the purpose, or with the effect, of changing or influencing the control of the issuer of the securities, and were not acquired, and are not held, by the undersigned in connection with, or as a participant in, any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such entity or individual is true, complete and correct. Dated: February 4, 2008 BTR ASSET MANAGEMENT LIMITED By: /s/ Gilbert A. Ward Name: Gilbert A. Ward Title: Director GUIDANCE HOLDINGS INC. By: /s/Boris Stein Name: Boris Stein Title: Director THE GUIDANCE TRUST By: /s/Boris Stein Name: Boris Stein Title: Trustee /s/Gilbert A. Ward Name: Gilbert A. Ward Capacity: Trustee /s/Aseneth Pinder Name: Aseneth Pinder Capacity: Trustee /s/Boris Stein Name: Boris Stein Title: Individually /s/Gilbert A. Ward Name: Gilbert A. Ward Capacity: Individually /s/Aseneth Pinder Name: Aseneth Pinder Capacity: Individually EXHIBIT I JOINT FILING AGREEMENT BTR Asset Management Limited, a corporation existing under the laws of the Cayman Islands, Guidance Holdings Inc., a corporation existing under the laws of the Bahamas, The Guidance Trust, a trust existing under the laws of the Bahamas, and Boris Stein, Gilbert A. Ward and Aseneth Pinder, each an individual, hereby agree to file jointly the statement on Schedule 13G to which this Agreement is attached and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934. It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning any other party unless such party knows or has reason to believe such information is inaccurate. It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments thereto, filed on behalf of each of the parties hereto. Dated: February 4, 2008 BTR ASSET MANAGEMENT LIMITED By: /s/Gilbert A. Ward Name: Gilbert A. Ward Title: Director GUIDANCE HOLDINGS INC. By: /s/Boris Stein Name: Boris Stein Title: Director THE GUIDANCE TRUST By: /s/Boris Stein Name: Boris Stein Title: Trustee /s/Gilbert A. Ward Name: Gilbert A. Ward Capacity: Trustee /s/Aseneth Pinder Name: Aseneth Pinder Capacity: Trustee /s/Boris Stein Name: Boris Stein Title: Individually /s/Gilbert A. Ward Name: Gilbert A. Ward Capacity: Individually /s/Aseneth Pinder Name: Aseneth Pinder Capacity: Individually -----END PRIVACY-ENHANCED MESSAGE-----