AMENDMENT #1 TO SCHEDULE 13G

0000950123-08-001644.txt : 20080214 0000950123-08-001644.hdr.sgml : 20080214 20080214120452 ACCESSION NUMBER: 0000950123-08-001644 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: PAR CAPITAL MANAGEMENT, INC. GROUP MEMBERS: PAR GROUP, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Terra Nova Financial Group Inc CENTRAL INDEX KEY: 0000884892 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 752375969 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53961 FILM NUMBER: 08610541 BUSINESS ADDRESS: STREET 1: 100 S WACKER DR STREET 2: STE 1550 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3128273600 MAIL ADDRESS: STREET 1: 100 S WACKER DR STREET 2: STE 1550 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: RUSH FINANCIAL TECHNOLOGIES INC DATE OF NAME CHANGE: 20040301 FORMER COMPANY: FORMER CONFORMED NAME: RUSHMORE FINANCIAL GROUP INC DATE OF NAME CHANGE: 19971211 FORMER COMPANY: FORMER CONFORMED NAME: RUSHMORE CAPITAL CORP DATE OF NAME CHANGE: 19971209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAR INVESTMENT PARTNERS LP CENTRAL INDEX KEY: 0001066867 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O PAR CAPITAL MGT STREET 2: ONE INTERNATIONAL PLACE, SUITE 2401 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6175268964 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE, SUITE 2400 CITY: BOSTON STATE: MA ZIP: 02110 SC 13G/A 1 y48808esc13gza.htm AMENDMENT #1 TO SCHEDULE 13G AMENDMENT #1 TO SCHEDULE 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b) (c), and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)¹

Terra Nova Financial Group, Inc.

(Name of issuer)

Common stock, par value $.01

(Title of class of securities)

88102L105

(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)

þ		Rule 13d-1(c)

o		Rule 13d-1(d)

(Continued on the following pages)

(Page 1 of 9 Pages)


¹		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 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 the purpose of Section 18 of the Securities Exchange Act of 1934 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.		88102L105	SCHEDULE 13G	Page		2		of		9 Pages


1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS PAR Investment Partners, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP^*
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	State of Delaware

		5	SOLE VOTING POWER

NUMBER OF			3,200,000 Common stock, par value $.01

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			None

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			3,200,000 Common stock, par value $.01

WITH		8	SHARED DISPOSITIVE POWER

			None

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,200,000 Common stock, par value $.01

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES^*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	11.39%Common stock, par value $.01

12	TYPE OF REPORTING PERSON ^*

	PN


CUSIP No.		88102L105	SCHEDULE 13G	Page		3		of		9 Pages


1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS PAR Group, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP^*
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	State of Delaware

		5	SOLE VOTING POWER

NUMBER OF			3,200,000 Common stock, par value $.01

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			None

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			3,200,000 Common stock, par value $.01

WITH		8	SHARED DISPOSITIVE POWER

			None

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,200,000 Common stock, par value $.01

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ^*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	11.39%Common stock, par value $.01

12	TYPE OF REPORTING PERSON ^*

	PN


CUSIP No.		88102L105	SCHEDULE 13G	Page		4		of		9 Pages


1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS PAR Capital Management, Inc.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP^*
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	State of Delaware

		5	SOLE VOTING POWER

NUMBER OF			3,200,000 Common stock, par value $.01

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			None

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			3,200,000 Common stock, par value $.01

WITH		8	SHARED DISPOSITIVE POWER

			None

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,200,000 Common stock, par value $.01

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES^*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	11.39%Common stock, par value $.01

12	TYPE OF REPORTING PERSON^*

	CO

STATEMENT ON SCHEDULE 13G


CUSIP No. 88102L105		Page 5 of 9 Pages

Item 1(a). Name of Issuer:

Terra Nova Financial Group, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

100 South Wacker, Suite 1550
Chicago, IL 60606

Item 2. Name and Background of Person(s) Filing:

(a) and (b) This statement is being filed by the following persons: PAR Investment Partners, L.P., a Delaware limited partnership (“PIP”), PAR Group, L.P., a Delaware limited partnership (“PAR Group”) and PAR Capital Management, Inc., a Delaware corporation (“PAR Capital”). PIP, PAR Group and PAR Capital are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

The principal business of PIP is that of a private investment partnership engaging in the purchase and sale of securities for its own account and its address is One International Place, Suite 2401, Boston, MA 02110. The sole general partner of PIP is PAR Group. The principal business of PAR Group is to act as the general partner of PIP and its address is One International Place, Suite 2401, Boston, MA 02110. The sole general partner of PAR Group, is PAR Capital. The principal business of PAR Capital is to act as the general partner of PAR Group and its address is One International Place, Suite 2401, Boston, MA 02110.

Paul A. Reeder, III is the President and sole director of PAR Capital and each of Frederick S. Downs, Jr., Arthur G. Epker, III and Edward L. Shapiro is a Vice President of PAR Capital. The business address of each of Mr. Reeder, Mr. Downs, Mr. Epker, and Mr. Shapiro is One International Place, Suite 2401, Boston, MA 02110.

(d) The securities to which this statement relates are (i) 2,200,000 shares (or 8.12% of the total shares outstanding of the Issuer) of Common Stock, par value $.01 per share (the (“Common Shares”) of the Issuer, and (ii) 1,000,000 shares (or 3.69% of the total shares outstanding of the Issuer when calculated in accordance with §240.13d3(d)(1)) of Common Stock, par value $.01 per share underlying Warrants (“Warrant Shares”) issued to PIP by the Issuer pursuant to the Stock Purchase Agreement dated as of March 17, 2006 between the Issuer and PIP (incorporated by reference to Exhibit 10.23 to the Issuer’s Form 8-K dated April 3, 2006 and filed with the Securities and Exchange Commission on April 2, 2006 (File No. 000-24057)). The Common Shares and Warrant Shares (collectively, the “Shares”) to which this Schedule 13G relates are directly held by PIP.

(e) The cusip representing the Shares and the Warrant Shares is 88102L105.

STATEMENT ON SCHEDULE 13G


CUSIP No. 88102L105		Page 6 of 9 Pages


Item 3.		If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

Not Applicable

Item 4. Ownership:

(a) Amount Beneficially Owned:

3,200,000 common stock, par value $.01

(b) Percent of Class:

11.39% common stock, par value $.01

	(i)		sole power to vote or to direct the vote:

			3,200,000 common stock, par value $.01

	(ii)		shared power to vote or to direct the vote:

	(iii)		sole power to dispose or to direct the disposition of:

			3,200,000 common stock, par value $.01

	(iv)		shared power to dispose or to direct the disposition of:

Item 5. Ownership of Five Percent or Less of a Class:

Not Applicable

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

STATEMENT ON SCHEDULE 13G


CUSIP No. 88102L105		Page 7 of 9 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.


Dated: February 14, 2008
	PAR INVESTMENT PARTNERS, L.P.
	By:	PAR GROUP, L.P.
		its general partner
	By:	PAR CAPITAL MANAGEMENT, INC.
		its general partner

	By:	/s/ Gina DiMento

		Gina DiMento, Vice President

	PAR GROUP, L.P.
	By:	PAR CAPITAL MANAGEMENT, INC.,
		its general partner

	By:	/s/ Gina DiMento

		Gina DiMento, Vice President

	PAR CAPITAL MANAGEMENT, INC.

	By:	/s/ Gina DiMento

		Gina DiMento, Vice President

EX-99.1 2 y48808eexv99w1.htm EX-99.1: JOINT FILING AGREEMENT EX-99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the COMMON STOCK, PAR VALUE $.01 of Terra Nova Financial Group, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 14^th day of February, 2008.


		PAR INVESTMENT PARTNERS, L.P.
		By:		PAR GROUP, L.P.
				its general partner
		By:		PAR CAPITAL MANAGEMENT, INC.
				its general partner
		By:		/s/ Gina DiMento

				Gina DiMento, Vice President

		PAR GROUP, L.P.
		By:		PAR CAPITAL MANAGEMENT, INC.,
				its general partner

		By:		/s/ Gina DiMento

				Gina DiMento, Vice President

		PAR CAPITAL MANAGEMENT, INC.

		By:		/s/ Gina DiMento

				Gina DiMento, Vice President