0001354488-15-001195.txt : 20150317 0001354488-15-001195.hdr.sgml : 20150317 20150317162939 ACCESSION NUMBER: 0001354488-15-001195 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150317 DATE AS OF CHANGE: 20150317 GROUP MEMBERS: HBP MIAC 2 LLC GROUP MEMBERS: HBP MIAC LLC GROUP MEMBERS: HBP PW LLC GROUP MEMBERS: HUDSON BAY PARTNERS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Millennium Investment & Acquisition Co Inc. CENTRAL INDEX KEY: 0001358656 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82071 FILM NUMBER: 15707086 BUSINESS ADDRESS: STREET 1: 410 PARK AVE STREET 2: SUITE 1500 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-751-9200 MAIL ADDRESS: STREET 1: 410 PARK AVE STREET 2: SUITE 1500 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Millennium India Acquisition CO Inc. DATE OF NAME CHANGE: 20060407 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lesser David H CENTRAL INDEX KEY: 0001479527 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 301 WINDING ROAD CITY: OLD BETHPAGE STATE: NY ZIP: 11804 SC 13D/A 1 smcg_sc13d.htm SC 13D/A smcg_sc13d.htm
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
Millennium Investment & Acquisition Company Inc. 
(Name of Issuer)
 
 Common Stock
(Title of Class of Securities)
 
60039Q101
(CUSIP Number)
 
David H. Lesser
301 Winding Road
Old Bethpage, NY 11804
212 750-0371 
(Name, address and telephone number of person
authorized to receive notices and communications)
 
3/16/2015
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box .o
 
NOTE:  Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits.  See Rule 13d-7(b) for other parties to whom copies are to be sent.
 
————————————————
*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 to be “filed” for 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.  60039Q101
SCHEDULE 13D
Page 1 of 9 Pages
 
1
NAME OF REPORTING PERSONS
 David H. Lesser
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o 
 (b) x
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
 USA
 
 
NUMBER OF
7
SOLE VOTING POWER
 
1,380,692 
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
 
3,243,369
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
 
1,380,692 
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
3,243,369
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
David H. Lesser (“DHL”) directly owns 1,380,692 common shares.
 
A partnership 100% owned by DHL owns 901,139 common shares.
 
Partnerships managed by DHL (HBP PW, LLC, HBP MIAC, LLC and HBP MIAC 2, LLC) own 961,538 common shares.
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 29.6%
 
14
TYPE OF REPORTING PERSON
Individual
 

 
 
 
 
CUSIP No.  60039Q101
SCHEDULE 13D
Page 2 of 9 Pages
 
1
NAME OF REPORTING PERSONS
 Hudson Bay Partners, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o 
 (b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
CO
 
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
Delaware
 
 
NUMBER OF
7
SOLE VOTING POWER
 
901,139
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
 
N/A
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
 
901,139
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
N/A
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Hudson Bay Partners LP owns 901,139 common shares
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 18.92    8.2%
 
14
TYPE OF REPORTING PERSON
Limited Partnership
In
 

 
 
 
 
CUSIP No.  60039Q101
SCHEDULE 13D
Page 3 of 9 Pages
 
1
NAME OF REPORTING PERSONS
 HBP PW, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o 
 (b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
CO
 
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
Delaware
 
 
NUMBER OF
7
SOLE VOTING POWER
 
306,140
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
 
N/A
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
 
306,140
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
N/A
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
HBP PW, LLC owns 306,140 common shares
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 18.92    2.3%
 
14
TYPE OF REPORTING PERSON
LLC
In
 
 
 
 
 
 
CUSIP No.  60039Q101
SCHEDULE 13D
Page 4 of 9 Pages
 
1
NAME OF REPORTING PERSONS
 HBP MIAC, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o 
 (b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
CO
 
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
Delaware 
 
 
NUMBER OF
7
SOLE VOTING POWER
 
327,699
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
 
N/A
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
 
327,699
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
N/A
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
HBP MIAC, LLC owns 327,699 common shares
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 18.92    2.99%
 
14
TYPE OF REPORTING PERSON
LLC
In
 
 
 
 
 

CUSIP No.  60039Q101
SCHEDULE 13D
Page 5 of 9 Pages
 
1
NAME OF REPORTING PERSONS
 HBP MIAC 2, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) o 
 (b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
CO
 
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
Delaware 
 
 
NUMBER OF
7
SOLE VOTING POWER
 
327,699
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
 
N/A
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
 
327,699
REPORTING
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
N/A
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
HBP MIAC 2, LLC owns 327,699 common shares
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 18.92    2.99%
 
14
TYPE OF REPORTING PERSON
LLC
In
 

 
 
 
 
CUSIP No. 60039Q101
SCHEDULE 13D
Page 6 of 9 Pages
 
This Schedule 13D is a continuation of filings that have been previously filed by the Reporting Persons related to ownership of common shares of Millennium Investment & Acquisition Company, Inc. (formerly Millennium India Acquisition Company.

Item 1.
Security and Issuer.

The class of securities to which this statement relates is common shares, $0.001 par value, (the “Common Shares”) of Millennium Investment & Acquisition Company, Inc. (the “Company” or “Issuer”)

The address of the principal executive offices of the Company is:

301 Winding Road
Old Bethpage NY 11804

Item 2.
Identity and Background.

This statement is filed on behalf of each of David H. Lesser (“DHL”), a United States citizen, Hudson Bay Partners, LP, a Delaware limited partnership (“HBP”), HBP PW, LLC a Delaware limited partnership, HBP MIAC, LLC, Delaware limited partnership and HBP MIAC 2, LLC, Delaware limited partnership (collectively, the “Reporting Persons”).  DHL is the sole owner and managing partner of HBP.  DHL is the Managing Member of HBP PW, LLC, HBP MIAC, LLC and HBP MIAC 2, LLC.  The following is the address for the Reporting Persons:

301 Winding Road
Old Bethpage NY 11804

DHL is the CEO and Chairman of the Board of the Company.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has 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 or Amount of Funds or Other Consideration.

To make the purchases identified herein, each of the Reporting Persons has used his or its own funds and or borrowing capacity available to him or it, respectively, for investment purposes.

Item 4.
Purpose of the Transaction.

The shares were acquired by the Reporting Persons for investment purposes. The Reporting Persons reserve the right to acquire additional shares of the Issuer, either in open market purchases or in private transactions.  Other than as described in this Item 4, the Reporting Persons do not have any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.  However, each of the Reporting Persons reserves the right to change its plans at any time, as it deems appropriate, in light of its ongoing evaluation of (a) its business and liquidity objectives, (b) the Issuer's financial condition, business, operations, competitive position, prospects and/or share price, (c) industry, economic and/or securities markets conditions, (d) alternative investment opportunities, and (e) other relevant factors.  Without limiting the generality of the preceding sentence, each of the Reporting Persons reserves the right (in case, subject to any applicable restrictions under law or contract) to at any time or from time to time (i) purchase or otherwise acquire additional Shares or other securities of the Issuer, or instruments convertible into or exercisable for any such securities or instruments into which any such securities are convertible into or exchangeable for, including Shares (collectively, "Issuer Securities"), in the open
 
 
 
 
 
CUSIP No. 60039Q101
SCHEDULE 13D
Page 7 of 9 Pages
 

market, in privately negotiated transactions or otherwise, (ii) sell, transfer or otherwise dispose of Issuer Securities in public or private transactions, (iii) cause Issuer Securities to be distributed in kind to its investors, and/or (iv) acquire or write options contracts, or enter into derivatives or hedging transactions, relating to Issuer Securities.

Item 5.
Interest in Securities of the Issuer.

As of the date hereof, the Reporting Persons beneficially own, directly and indirectly, 3,243,369 Common Shares or 29.6 of the total number of the Common Shares outstanding.  The Common Shares are owned directly or indirectly as follows:

David H. Lesser (“DHL”)                                            1,380,692

Hudson Bay Partners, LP                                            901,139

HBP PW, LLC                                                                306,140

HBP MIAC, LLC                                                           327,699

HBP MIAC, LLC                                                           327,699


DHL acquired the following shares from the date of the last Schedule 13D Filing:

  Shares                                           Price
1/28/14                                      10,000                                           $0.62
 
Hudson Bay Partners, LP acquired the following shares from the date of the last Schedule 13D Filing:

  Shares                                           Price
3/13/15                                   1,677,378                                         $0.52

Hudson Bay Partners, LP sold the following shares from the date of the last Schedule 13D Filing:

  Shares                                           Price
3/13/15                                    306,140                                           $0.52
3/13/15                                    327,699                                           $0.52
3/13/15                                    327,699                                           $0.52
 
HBP PW, LLC acquired the following shares from the date of the last Schedule 13D Filing:

  Shares                                           Price
3/13/15                                    306,140                                           $0.52

 
 
 
 
 
CUSIP No. 60039Q101
SCHEDULE 13D
Page 8 of 9 Pages
 
HBP MIAC, LLC acquired the following shares from the date of the last Schedule 13D Filing:

  Shares                                           Price
3/13/15                                    327,699                                           $0.52


HBP MIAC 2, LLC acquired the following shares from the date of the last Schedule 13D Filing:

  Shares                                           Price
3/13/15                                    327,699                                           $0.52


Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

David H. Lesser is the CEO and Chairman of the Board of the Company.  There are no contracts, arrangements or understandings with respect to the securities of the Issuer.

Item 7.
Material to be filed as Exhibits.

None.
 
 
 
 
 
 
CUSIP No. 60039Q101
SCHEDULE 13D
Page 9 of 9 Pages
 
 
SIGNATURES
 
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.
 
 

/s/ DAVID H. LESSER
Dated: 3/17/15

HUDSON BAY PARTNERS, LP
By: /s/ DAVID H. LESSER
Dated: 1/17/15

HBP PW, LLC
By: /s/ DAVID H. LESSER
Dated: 1/17/15

HBP MIAC, LLC
By: /s/ DAVID H. LESSER
Dated: 1/17/15

 HBP MIAC 2, LLC
By: /s/ DAVID H. LESSER
Dated: 1/17/15