-----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, JQYneVRZRoiafQ/OSyP//pHlwP5YVY34h+31lKYHd35Vk0N6YeLHueFz9G1iwlGy p4YrMXgX83i8wN+M9osSfQ== 0000909518-09-000139.txt : 20090217 0000909518-09-000139.hdr.sgml : 20090216 20090217165446 ACCESSION NUMBER: 0000909518-09-000139 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 GROUP MEMBERS: BROOKFIELD ASSET MANAGEMENT INC. GROUP MEMBERS: HYPERION BROOKFIELD CRYSTAL RIVER CAPITAL ADVISORS, LLC GROUP MEMBERS: IMAGINE INSURANCE COMPANY LIMITED GROUP MEMBERS: NORMA INVESTMENTS SP ZO.O GROUP MEMBERS: PARTNERS LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Crystal River Capital, Inc. CENTRAL INDEX KEY: 0001344705 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 202230150 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82423 FILM NUMBER: 09614998 BUSINESS ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281-1010 BUSINESS PHONE: 212-549-8400 MAIL ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281-1010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC. CENTRAL INDEX KEY: 0001001085 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: BCE PLACE 181 BAY ST STREET 2: STE 300 PO BOX 762 CITY: TORONTO ONTARIO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 4163639491 MAIL ADDRESS: STREET 1: BCE PLACE 181 BAY ST STREET 2: STE 300 PO BOX 762 CITY: TORONTO ONTARIO STATE: A6 ZIP: M5J2T3 FORMER COMPANY: FORMER CONFORMED NAME: BRASCAN CORP/ DATE OF NAME CHANGE: 20010321 FORMER COMPANY: FORMER CONFORMED NAME: EDPERBRASCAN CORP DATE OF NAME CHANGE: 19970904 FORMER COMPANY: FORMER CONFORMED NAME: BRASCAN LTD DATE OF NAME CHANGE: 19950919 SC 13G/A 1 mm02-0909_13ga2.htm AMENDMENT NO.2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

Crystal River Capital, Inc.

(Name of Issuer)

 

 

Common Shares, par value $0.001 per share

(Title of Class of Securities)

 

 

229393301

(CUSIP Number)

 

 

December 31, 2008

(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)

o

Rule 13d-1(c)

x

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. 229393301

SCHEDULE 13G

Page 2 of 11 pages

 

 

1

NAMES OF REPORTING PERSONS

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

 

Brookfield Asset Management Inc.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a) o

(b) x -- Joint filing

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

Ontario

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

0

6

SHARED VOTING POWER

 

 

2,047,751

7

SOLE DISPOSITIVE POWER

 

 

0

8

SHARED DISPOSITIVE POWER

 

 

2,047,751

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,047,751

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

Not applicable

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.2%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

CO, HC

 

 

 

CUSIP No. 229393301

SCHEDULE 13G

Page 3 of 11 pages

 

 

1

NAMES OF REPORTING PERSONS

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

 

Partners Limited

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a) o

(b) x -- Joint filing

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

Ontario

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

0

6

SHARED VOTING POWER

 

 

2,047,751

7

SOLE DISPOSITIVE POWER

 

 

0

8

SHARED DISPOSITIVE POWER

 

 

2,047,751

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,047,751

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

Not applicable

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.2%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

CO, HC

 

 

 

CUSIP No. 229393301

SCHEDULE 13G

Page 4 of 11 pages

 

 

1

NAMES OF REPORTING PERSONS

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

 

Norma Investments Sp ZO.O

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a) o

(b) x -- Joint filing

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

Poland

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

0

6

SHARED VOTING POWER

 

 

1,000,000

7

SOLE DISPOSITIVE POWER

 

 

0

8

SHARED DISPOSITIVE POWER

 

 

1,000,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,000,000

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

Not applicable

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.0%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

CO

 

 

 

CUSIP No. 229393301

SCHEDULE 13G

Page 5 of 11 pages

 

 

1

NAMES OF REPORTING PERSONS

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

 

Imagine Insurance Company Limited

20191427

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a) o

(b) x -- Joint filing

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

Barbados

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

0

6

SHARED VOTING POWER

 

 

800,000

7

SOLE DISPOSITIVE POWER

 

 

0

8

SHARED DISPOSITIVE POWER

 

 

800,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

800,000

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

Not applicable

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

3.2%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

CO

 

 

 

CUSIP No. 229393301

SCHEDULE 13G

Page 6 of 11 pages

 

 

1

NAMES OF REPORTING PERSONS

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

 

Hyperion Brookfield Crystal River Capital Advisors, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a) o

(b) x -- Joint filing

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

 

 

247,751

7

SOLE DISPOSITIVE POWER

 

 

0

8

SHARED DISPOSITIVE POWER

 

 

247,751

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

247,751

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

Not applicable

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

Less than 1%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

CO

 

 

 

 

Item 1(a).

Name of Issuer

 

Crystal River Capital, Inc.

 

Item 1(b).

Address of Issuer's Principal Executive Offices

 

Three World Financial Center,

200 Vesey Street, 10th Floor

New York, NY 10281-1010

 

Item 2.

(a) - (c) Name of Person Filing; Address of Principal Business Office or, if none, Residence; Citizenship

 

This statement is being filed by:

 

Brookfield Asset Management Inc., an Ontario, Canada corporation ("BAM");

Partners Limited, an Ontario, Canada corporation ("Partners");

Norma Investments Sp ZO.O, a Polish corporation ("Norma");

Imagine Insurance Company Limited, a Bermuda corporation ("Imagine"); and

Hyperion Brookfield Crystal River Capital Advisors, LLC, a Delaware limited liability company ("Hyperion").

 

The agreement among each of BAM, Partners, Norma, Imagine and Hyperion that this Schedule 13G be filed on behalf of each of them is attached hereto as Exhibit 1.

 

Partners owns all of BAM's Class B Limited Voting Shares and approximately 10% of BAM's Class A Limited Voting Shares directly or indirectly on a fully diluted basis. Norma is an indirect wholly-owned subsidiary of BAM, and Hyperion is an indirect wholly-owned subsidiary of BAM. Imagine is a direct or indirect majority-owned subsidiary of BAM. BAM and Partners’ principal business is located at Brookfield Place, 181 Bay Street, Suite 300, P.O. Box 762, Toronto, Ontario M5J 2T3. Imagine's principal business offices are located at Cedar Court, 2nd Floor, Wildey Business Park, St. Michael, BB14006, Barbados. Hyperion's principal business offices are located at Three World Financial Center, 200 Vesey Street, 10th Floor New York, NY 10281-1010. Norma’s principal business offices are c/o Alwyn Jacobus De Lange, 56C A1 Jerozolimskie, Warsaw 00 803 Poland.

 

(d) - (e) Title of Class of Securities; CUSIP Number. This statement relates to the Common Stock of the Issuer, $.001 value per share. The CUSIP No. for such shares is 229393301.

 

Item 3.

Not applicable

 

Item 4.

Ownership

 

(a) - (c). The response of BAM, Partners, Norma, Imagine and Hyperion to Items 5, 6, 7, 8, 9 and 11 of each of their respective Cover Sheets which relate to the beneficial ownership of the Common Stock of the Issuer is incorporated herein by reference.

 

 

Page 7 of 11 pages

 

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 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

 

Not applicable

 

 

 

 

 

Page 8 of 11 pages

 

 

SIGNATURE

 

 

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

 

Date: February 17, 2009

 

BROOKFIELD ASSET MANAGEMENT INC.

 

 

By:

/s/ Catherine Johnston

Name:

Catherine Johnston

Title:

Corporate Secretary

 

 

PARTNERS LIMITED

 

 

By:

/s/ Loretta M. Corso

Name:

Loretta M. Corso

Title:

Secretary

 

 

NORMA INVESTMENTS SP ZO.O

 

 

By:

/s/ Danesh Varma

Name:

Danesh Varma

Title:

Director

 

 

IMAGINE INSURANCE COMPANY LIMITED

 

 

By:

/s/ George Gleadall

Name:

George Gleadall

Title:

Director

 

 

By:

/s/ Kathy-Ann Christian

Name:

Kathy-Ann Christian

Title:

Secretary

 

 

HYPERION BROOKFIELD CRYSTAL RIVER CAPITAL ADVISORS, LLC

 

 

By:

/s/ Jonathan C. Tyras

Name:

Jonathan C. Tyras

Title:

Vice President and Secretary

 

 

Page 9 of 11 pages

 

 

EXHIBIT INDEX

 

Exhibit No.

 

1

Joint Filing Agreement, dated February 17, 2009, among BAM, Partners, Norma, Imagine and Hyperion.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 10 of 11 pages

 

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

We, the signatories of the Statement on Schedule 13G to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Dated: February 17, 2009

 

 

BROOKFIELD ASSET MANAGEMENT INC.

 

 

By:

/s/ Catherine Johnston

Name:

Catherine Johnston

Title:

Corporate Secretary

 

 

PARTNERS LIMITED

 

 

By:

/s/ Loretta M. Corso

Name:

Loretta M. Corso

Title:

Secretary

 

 

NORMA INVESTMENTS SP ZO.O

 

 

By:

/s/ Danesh Varma

Name:

Danesh Varma

Title:

Director

 

 

IMAGINE INSURANCE COMPANY LIMITED

 

 

By:

/s/ George Gleadall

Name:

George Gleadall

Title:

Director

 

 

By:

/s/ Kathy-Ann Christian

Name:

Kathy-Ann Christian

Title:

Secretary

 

 

HYPERION BROOKFIELD CRYSTAL RIVER CAPITAL ADVISORS, LLC

 

 

By:

/s/ Jonathan C. Tyras

Name:

Jonathan C. Tyras

Title:

Vice President and Secretary
 
 

 

Page 11 of 11 pages

 

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