-----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, TdXvFe5IFKnn/BLKoXPNXlH6nqLimoYwe1ph4VdLwCUnsUGE3tl1iLXivUYZd9Ut 5tTWpTo+e1+Zei7UNEQP+w== 0000929638-08-000113.txt : 20080214 0000929638-08-000113.hdr.sgml : 20080214 20080214110219 ACCESSION NUMBER: 0000929638-08-000113 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: IONIC CAPITAL PARTNERS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Dekania Corp. CENTRAL INDEX KEY: 0001363202 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841703721 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82538 FILM NUMBER: 08609750 BUSINESS ADDRESS: STREET 1: 2929 ARCH STREET STREET 2: SUITE 1703 CITY: PHILADELPHIA STATE: PA ZIP: 19104 BUSINESS PHONE: (215) 701-9555 MAIL ADDRESS: STREET 1: 2929 ARCH STREET STREET 2: SUITE 1703 CITY: PHILADELPHIA STATE: PA ZIP: 19104 FORMER COMPANY: FORMER CONFORMED NAME: Dekania Acquisition Corp. DATE OF NAME CHANGE: 20060517 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ionic Capital Management LLC CENTRAL INDEX KEY: 0001386462 IRS NUMBER: 680629832 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 366 MADISON AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-294-8505 MAIL ADDRESS: STREET 1: 366 MADISON AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 ionic13g_a22008.htm SCHEDULE 13G - DEKANIA CORP.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G/A

 

 

 

Under the Securities Exchange Act of 1934

 

 

 

(Amendment No. 1)*

 

 

 

DEKANIA CORP.

 

 

(Name of Issuer)

 

 

 

Common Stock, par value $0.0001 per share

 

 

(Title of Class of Securities)

 

 

 

24488U203

 

 

(CUSIP Number)

 

 

 

December 31, 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:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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).

 

1

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

Ionic Capital Partners LP

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)          o

 

(b)          o

3

SEC Use Only

4

Citizenship or Place of Organization.

Delaware

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

5  Sole Voting Power

-0-

6  Shared Voting Power

92,600

Refer to Item 4 below.

7  Sole Dispositive Power

-0-

8  Shared Dispositive Power

92,600

Refer to Item 4 below.

9

Aggregate Amount Beneficially Owned by Each Reporting Person

92,600

Refer to Item 4 below.

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o N/A

 

11

Percent of Class Represented by Amount in Row (9)*

0.73%

Refer to Item 4 below.

 

12

Type of Reporting Person (See Instructions)

OO - Limited Partnership

 

 

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

Ionic Capital Management LLC

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)          o

 

(b)          o

 

SEC Use Only

 

Citizenship or Place of Organization.

Delaware

 

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

5  Sole Voting Power

-0-

6  Shared Voting Power

92,600

Refer to Item 4 below.

7  Sole Dispositive Power

-0-

8  Shared Dispositive Power

92,600

Refer to Item 4 below.

Aggregate Amount Beneficially Owned by Each Reporting Person

92,600

Refer to Item 4 below.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o N/A

 

Percent of Class Represented by Amount in Row (9)*

0.73%

Refer to Item 4 below.

 

Type of Reporting Person (See Instructions)

OO - Limited Liability Company

 

 

Item  1.

(a)

Name of Issuer

 

Dekania Corp.

 

(b)

Address of Issuer’s Principal Executive Offices

 

2929 Arch Street, Suite 1703, Philadelphia, PA 19104

 

Item  2.

(a)

Name of Person Filing

 

Ionic Capital Partners LP
Ionic Capital Management LLC

 

(b)

Address of Principal Business Office or, if none, Residence

 

366 Madison Avenue, 9th Floor, New York, New York 10017

 

(c)

Citizenship

 

Ionic Capital Partners LP - Delaware
Ionic Capital Management LLC - Delaware

 

(d)

Title of Class of Securities

 

Common Stock, par value $0.0001 per share

 

(e)

CUSIP Number

 

24488U203

 

Item  3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance Company as defined in Section 3(a)(19) of the Act

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item  4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount Beneficially Owned**

 

Ionic Capital Partners LP - 92,600 shares
Ionic Capital Management LLC - 92,600 shares

 

(b)

Percent of Class

 

Ionic Capital Partners LP – 0.73%
Ionic Capital Management LLC – 0.73%

 

(c)

Number of shares as to which such person has:

 

 

(i)

sole power to vote or to direct the vote

 

 

Ionic Capital Partners LP – 0 shares
Ionic Capital Management LLC – 0 shares

 

 

(ii)

shared power to vote or to direct the vote

 

 

Ionic Capital Partners LP – 92,600 shares
Ionic Capital Management LLC – 92,600 shares

 

 

(iii)

sole power to dispose or to direct the disposition of

 

 

Ionic Capital Partners LP – 0 shares
Ionic Capital Management LLC – 0 shares

 

 

(iv)

shared power to dispose or to direct the disposition of

 

 

Ionic Capital Partners LP – 92,600 shares
Ionic Capital Management LLC – 92,600 shares

 

** Shares reported for Ionic Capital Partners LP reflect shares held of record by private investment funds of which Ionic Capital Partners LP is the investment advisor. Ionic Capital Partners LP has voting and investment control over such shares, but disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein. Shares reported for Ionic Capital Management LLC reflect shares reported for Ionic Capital Partners LP, of which Ionic Capital Management LLC is the general partner, and in such capacity may be deemed to have voting and investment control over such shares. Ionic Capital Management LLC disclaims beneficial ownership of all such shares except to the extent of its pecuniary interest therein

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 the reporting person has ceased to be the beneficial owner of more than five 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

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.

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.

February 13, 2008

 

 

IONIC CAPITAL PARTNERS LP

By: Ionic Capital Management LLC, its General Partner

 

By: /s/ John C. Richardson

 

John C. Richardson

General Counsel

 

 

IONIC CAPITAL MANAGEMENT LLC

 

By: /s/ John C. Richardson

 

John C. Richardson

General Counsel

 

Exhibit 1

JOINT FILING AGREEMENT

This Joint Filing Agreement, dated as of March 1, 2007, is by and among Ionic Capital Partners LP and Ionic Capital Management LLC (the foregoing are collectively referred to herein as the “Ionic Filers”).

Each of the Ionic Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G with respect to shares of common stock, par value $0.0001 per share, of Dekania Corp. beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Ionic Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by either of the Ionic Filers upon one week’s prior written notice to the other party or such lesser period of notice as the Ionic Filers may mutually agree.

 

Executed and delivered as of the date first above written.

 

 

IONIC CAPITAL PARTNERS LP

By: Ionic Capital Management LLC, its General Partner

 

By: /s/ John C. Richardson

 

John C. Richardson

General Counsel

 

 

 

 

IONIC CAPITAL MANAGEMENT LLC

 

By: /s/ John C. Richardson

 

John C. Richardson

General Counsel

 

 

 

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