-----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, Tp5Qz7VvvTSGsNzMPIHxAgdhOPZ8kw5HePRDxV3sVpXOy8cjN7N3Xe59n/8dw49V KQ2OQbTr/tT5W2zCU4azbg== 0000932440-07-000281.txt : 20070406 0000932440-07-000281.hdr.sgml : 20070406 20070406113512 ACCESSION NUMBER: 0000932440-07-000281 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070406 DATE AS OF CHANGE: 20070406 GROUP MEMBERS: GILBERT E. PLAYFORD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Symmetry Holdings Inc CENTRAL INDEX KEY: 0001362614 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 204790836 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82742 FILM NUMBER: 07753822 BUSINESS ADDRESS: STREET 1: 28 WEST 44TH STREET STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 616-429-1505 MAIL ADDRESS: STREET 1: 28 WEST 44TH STREET STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PLAYFORD GILBERT E CENTRAL INDEX KEY: 0001066128 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O GRAFTECH NTERNATIONAL LTD STREET 2: 1521 CONCORD PIKE, SUITE 301 CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 6464291505 MAIL ADDRESS: STREET 1: C/O SYMMETRY HOLDINGS INC. STREET 2: 28 WEST 44TH STREET, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10510 SC 13D/A 1 symplayford-war1a_apr607.htm PLAYFORD - 13-D - AMENDMENT #1

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-102)

 

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

Symmetry Holdings Inc.

(Name of Issuer)

Warrants

(Title of Class of Securities)

871545117

(CUSIP Number)

Gilbert E. Playford

Symmetry Holdings Inc.

28 West 44th Street, 16th Floor

New York, NY 10036

646-429-1540

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 4, 2007

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

 

CUSIP No. 871545117

13D

Page 2 of 6 Pages


 


 

 

 

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Gilbert E. Playford



2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                     (a) o

(b) o



3.

SEC USE ONLY

 



4.

SOURCE OF FUNDS

PF



5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)                                                                                                                          o



6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada



NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

0





8.

SHARED VOTING POWER

4,597,222





9.

SOLE DISPOSITIVE POWER

0





10.

SHARED DISPOSITIVE POWER

4,597,222

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,597,222



12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES                                                                                                o

 



13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

20.1%



14.

TYPE OF REPORTING PERSON

IN



 

 

 

CUSIP No. 871545117

 

13D

Page 3 of 6 Pages


 


 

 

 

Item 1.

Security and Issuer.

 

This Schedule 13D relates to warrants (the “Warrants”) to purchase one share of common stock, par value $0.001 per share (the “Common Stock”) per Warrant issued by Symmetry Holdings Inc. (the “Issuer”). The Issuer’s principal executive office is located at 28 West 44th Street, 16th Floor, New York, NY 10036.

 

Item 2.

Identity and Background.

 

 

(a)

This Schedule 13D is being filed by Gilbert E. Playford (“Playford”).

 

(b)

The business address of Playford is 28 West 44th Street, 16th Floor, New York, New York 10036.

 

(c)

Playford acquired 125,000 Warrants directly on March 12, 2007 upon the consummation of the Issuer’s initial public offering. On April 5, 2007, Playford transferred those 125,000 Warrants to the Gilbert E. Playford Revocable Trust (“Trust”), a revocable trust of which Playford is the settlor and sole trustee, by gift. As a result, Playford remains the beneficial owner of the Warrants owned by such trust. Additionally, Playford is the beneficial owner of 3,222,222 Warrants owned indirectly through Playford SPAC Portfolio Ltd. (“Portfolio”), 500,000 Warrants owned indirectly through the Playford Family Limited Partnership (“Family LP”) and 750,000 Warrants owned indirectly through the Playford Grandkids Limited Partnership (“Grandkids LP”). Playford is the sole limited partner of Portfolio, directly owning 99.8% of the outstanding partnership interests. The remaining .2% of the outstanding partnership interests is owned by the general partner of Portfolio, Playford SPAC Management Corp., of which Playford is the sole beneficial and record owner. Playford is also the sole member of Playford Management LLC. Playford Management LLC is the sole general partner of each of Family LP and Grandkids LP. Playford is the non-executive Chairman of Symmetry Holdings Inc., as well as the Chairman, Chief Executive Officer and President of GBS Gold, an international gold company.

 

(d)

During the last five years, Playford has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)

During the last five years, Playford has not 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.

 

(f)

Playford is a citizen of Canada.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

On March 5, 2007, Portfolio acquired 3,222,222 Warrants in a private placement at a purchase price of $.90 per Warrant, for an aggregate purchase price of $2,899,999.90. Portfolio financed the purchase through the use of working capital contributed by Playford to Portfolio as a contribution of capital. Playford financed the contribution of capital from his personal funds. On March 12, 2007, Playford acquired 125,000 Warrants underlying units of the Issuer, each unit consisting of one share of Common Stock and one Warrant, held directly by him. The purchase price was $8.00 per unit. Playford financed this purchase through the use of his personal funds. On April 5, 2007, Playford transferred those 125,000 Warrants to Trust, by gift. On April 4, 2007, Family LP and Grandkids LP acquired 500,000 and 750,000 Warrants, respectively, in open market purchases at a purchase price of $1.00 per Warrant, for an aggregate purchase price of $500,000 and $750,000, respectively. Family LP financed the purchase through a loan from Playford. Playford financed the loan from his personal funds. Grandkids LP financed the purchase through the use of working capital contributed by Playford as a contribution of capital. Playford financed the contribution of capital from his personal funds.

 

CUSIP No. 871545117

 

13D

Page 4 of 6 Pages


 


 

 

 

Item 4.

Purpose of Transaction.

 

The Warrants were acquired by Playford for investment purposes.

Playford does not at the present time have any plans or proposals which relate to or would result in:

 

(a)

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 

(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

(c)

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 

(d)

Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board;

 

(e)

Any material change in the present capitalization or dividend policy of the Issuer;

 

(f)

Any other material change in the Issuer’s business or corporate structure;

 

(g)

Changes in the Issuer’s Certificate of Incorporation, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 

(h)

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i)

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

 

(j)

Any action similar to any of those enumerated above.

 

Item 5.

Interest in Securities of the Issuer.

 

As of the date hereof, Playford may be deemed to be the indirect beneficial owner of 4,597,222 Warrants, over which he has shared voting and shared dispositive power, through the ownership of such Warrants by Portfolio, Trust, Playford Family LP and Grandkids LP, as more fully described in Item 2(c) above. The 4,597,222 Warrants beneficially owned by Playford represent 20.1% of the issued and outstanding Warrants, based on 22,916,667 warrants issued and outstanding at April 5, 2007.

 

CUSIP No. 871545117

 

13D

Page 5 of 6 Pages


 


 

 

The following sets forth certain information regarding all transactions in the Common Stock that were effected by Playford during the past sixty days:

Date

Amount

Bought (Sold)

Price

Where and How Effected

3/12/07

125,000

$8.00 per unit, consisting of one share of Common Stock and one Warrant

Issuer’s initial public offering

3/5/07

3,222,222

$0.90 per Warrant

Private placement by the Issuer

4/4/07

500,000

$1.00 per Warrant

Open market purchase by Playford Family Limited Partnership, a limited partnership of which the reporting person is the sole member of its general partner, Playford Management LLC

4/4/07

750,000

$1.00 per Warrant

Open market purchase by Playford Grandkids Limited Partnership, a limited partnership of which the reporting person is the sole member of its general partner, Playford Management LLC

4/5/07

125,000 (125,000)

Gift

Change in form of beneficial ownership by gift to revocable trust through which the reporting person retains beneficial ownership

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

None.

 

Item 7.

Material to be Filed as Exhibits.

 

None.

 

CUSIP No. 871545117

 

13D

Page 6 of 6 Pages


 


 

 

SIGNATURES

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

Dated: April 6, 2007

/s/ Corrado De Gasperis

 

Name: Corrado De Gasperis
Attorney-in-Fact for Gilbert E. Playford

 

 

 

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