SC 13D/A 1 temecula_13da14.htm SCHEDULE 13D/A Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 14)*

Temecula Valley Bancorp Inc.
(Name of Issuer)

Preferred Stock
(Title of Class of Securities)

879734200
(CUSIP Number)

Neil M. Cleveland
28046 Del Rio Road, Suite C
Temecula, California 92590
(951) 676-4148
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

April 11, 2011
(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: x.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 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 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
 
 
 

 
 
CUSIP No. 879734200

1
 
Names of Reporting Persons.
 
Ryan Heslop
     
2
 
Check the Appropriate Box if a Member of a Group (See Instruction)
 
 
(a)   ¨
 
(b)   x
     
3
 
SEC Use Only
   
     
4
 
 
Source of Funds
N/A
     
     
5
 
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
¨
     
6
 
Citizenship or Place of Organization
 
United States
       
Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
7
    Sole Voting Power
0
   
     
8
    Shared Voting Power
1,428,126
   
     
9
    Sole Dispositive Power
0
   
     
10
    Shared Dispositive Power
1,428,126
   
     
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person1,428,126
   
     
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
¨
     
13
 
Percent of Class Represented by Amount in Row (11)         64.5%
   
     
14
 
Type of Reporting Person (See Instructions)
 
IN
 
 
 

 
 
CUSIP No. 879734200

1
 
Names of Reporting Persons.
 
Ariel Warszawski
     
2
 
Check the Appropriate Box if a Member of a Group (See Instruction)
 
 
(a)   ¨
 
(b)   x
     
3
 
SEC Use Only
   
     
4
 
 
Source of Funds
N/A
     
     
5
 
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
¨
     
6
 
Citizenship or Place of Organization
 
United States
       
Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
7
    Sole Voting Power
0
   
     
8
    Shared Voting Power
1,428,126
   
     
9
    Sole Dispositive Power
0
   
     
10
    Shared Dispositive Power
1,428,126
   
     
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person1,428,126
   
     
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
¨
     
13
 
Percent of Class Represented by Amount in Row (11)         64.5%
   
     
14
 
Type of Reporting Person (See Instructions)
 
IN
 
 
 

 
 
CUSIP No. 879734200

1
 
Names of Reporting Persons.
 
Firefly Value Partners, LP
     
2
 
Check the Appropriate Box if a Member of a Group (See Instruction)
 
 
(a)   ¨
 
(b)   x
     
3
 
SEC Use Only
   
     
4
 
 
Source of Funds
N/A
     
     
5
 
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
¨
     
6
 
Citizenship or Place of Organization
 
Delaware
       
Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
7
    Sole Voting Power
0
   
     
8
    Shared Voting Power
1,428,126
   
     
9
    Sole Dispositive Power
0
   
     
10
    Shared Dispositive Power
1,428,126
   
     
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person1,428,126
   
     
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
¨
     
13
 
Percent of Class Represented by Amount in Row (11)         64.5%
   
     
14
 
Type of Reporting Person (See Instructions)
 
PN
 
 
 

 
 
CUSIP No. 879734200

1
 
Names of Reporting Persons.
 
FVP GP, LLC
     
2
 
Check the Appropriate Box if a Member of a Group (See Instruction)
 
 
(a)   ¨
 
(b)   x
     
3
 
SEC Use Only
   
     
4
 
 
Source of Funds
N/A
     
     
5
 
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
¨
     
6
 
Citizenship or Place of Organization
 
Delaware
       
Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
7
    Sole Voting Power
0
   
     
8
    Shared Voting Power
1,428,126
   
     
9
    Sole Dispositive Power
0
   
     
10
    Shared Dispositive Power
1,428,126
   
     
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person1,428,126
   
     
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
¨
     
13
 
Percent of Class Represented by Amount in Row (11)         64.5%
   
     
14
 
Type of Reporting Person (See Instructions)
 
OO
 
 
 

 
 
CUSIP No. 879734200

1
 
Names of Reporting Persons.
 
Firefly Management Company GP, LLC
     
2
 
Check the Appropriate Box if a Member of a Group (See Instruction)
 
 
(a)   ¨
 
(b)   x
     
3
 
SEC Use Only
   
     
4
 
 
Source of Funds
N/A
     
     
5
 
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
¨
     
6
 
Citizenship or Place of Organization
 
Delaware
       
Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
7
    Sole Voting Power
0
   
     
8
    Shared Voting Power
1,428,126
   
     
9
    Sole Dispositive Power
0
   
     
10
    Shared Dispositive Power
1,428,126
   
     
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person1,428,126
   
     
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
¨
     
13
 
Percent of Class Represented by Amount in Row (11)         64.5%
   
     
14
 
Type of Reporting Person (See Instructions)
 
OO
 
 
 

 
 
CUSIP No. 879734200

1
 
Names of Reporting Persons.
 
FVP Master Fund, L.P.
     
2
 
Check the Appropriate Box if a Member of a Group (See Instruction)
 
 
(a)   ¨
 
(b)   x
     
3
 
SEC Use Only
   
     
4
 
 
Source of Funds
WC
     
     
5
 
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
¨
     
6
 
Citizenship or Place of Organization
 
Cayman Islands
       
Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
7
    Sole Voting Power
0
   
     
8
    Shared Voting Power
1,428,126
   
     
9
    Sole Dispositive Power
0
   
     
10
    Shared Dispositive Power
1,428,126
   
     
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person1,428,126
   
     
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
¨
     
13
 
Percent of Class Represented by Amount in Row (11)         64.5%
   
     
14
 
Type of Reporting Person (See Instructions)
 
PN
 
 
 

 
 
Introduction

This Amendment No. 14 (“Amendment No. 14”) amends Items 2, 3, 5 and 7 of the Schedule 13D originally filed by (i) FVP Master Fund, L.P., a Cayman Islands exempted limited partnership (“FVP Master Fund”), (ii) FVP US-Q, LP, a Delaware limited partnership (“FVP Fund” and collectively with FVP Master Fund, the “Funds”), (iii) Firefly Value Partners, LP, a Delaware limited partnership (“Firefly Partners”), which serves as the investment manager of the Funds pursuant to investment management agreements, (iv) FVP GP, LLC, a Delaware limited liability company (“FVP GP”), which serves as the general partner of the Funds, (v) Firefly Management Company GP, LLC, a Delaware limited liability company (“Firefly Management”), which serves as the general partner of Firefly Partners, and (vi) Messrs. Ryan Heslop and Ariel Warszawski, the managing members of FVP GP and Firefly Management (all of the foregoing, collectively, “Reporting Persons”) on April 23, 2010 (the “Original Statement”), Amendment No. 1 to the Original Statement filed on May 5, 2010 (“Amendment No. 1”), Amendment No. 2 to the Original Statement filed on May 11, 2010 (“Amendment No. 2”), Amendment No. 3 to the Original Statement filed on May 13, 2010 (“Amendment No. 3”), Amendment No. 4 to the Original Statement filed on June 4, 2010 (“Amendment No. 4”), Amendment No. 5 to the Original Statement filed on June 9, 2010 (“Amendment No. 5”), Amendment No. 6 to the Original Statement filed on June 29, 2010 (“Amendment No. 6”), Amendment No. 7 to the Original Statement filed on July 15, 2010 (“Amendment No. 7”), Amendment No. 8 to the Original Statement filed on August 31, 2010 (“Amendment No. 8”), Amendment No. 9 to the Original Statement filed on September 7, 2010 (“Amendment No. 9”), Amendment No. 10 to the Original Statement filed on September 15, 2010 (“Amendment No. 10”), Amendment No. 11 to the Original Statement filed on October 8, 2010 (“Amendment No. 11”), Amendment No. 12 to the Original Statement filed on November 24, 2010 (“Amendment No. 12”) and Amendment No. 13 to the Original Statement filed on January 7, 2011.  This Amendment No. 14 relates to Trust Preferred Securities (“Shares”) of Temecula Valley Bancorp, Inc.  Unless specifically amended hereby, the disclosure set forth in the Original Statement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12 and Amendment No. 13, shall remain unchanged.
 
Item 2. Identity & Background
 
(a)
This Amendment 14 is being filed by: (i) FVP Master Fund, L.P., a Cayman Islands exempted limited partnership (“FVP Master Fund”), (ii) Firefly Value Partners, LP, a Delaware limited partnership (“Firefly Partners”), which serves as the investment manager of FVP Master Fund pursuant to an investment management agreement, (iii) FVP GP, LLC, a Delaware limited liability company (“FVP GP”), which serves as the general partner of FVP Master Fund, (v) Firefly Management Company GP, LLC, a Delaware limited liability company (“Firefly Management”), which serves as the general partner of Firefly Partners, and (vi) Messrs. Ryan Heslop and Ariel Warszawski, the managing members of FVP GP and Firefly Management (all of the foregoing, collectively, “Reporting Persons”). The Funds are private investment vehicles formed for the purpose of investing and trading in a wide variety of securities and financial instruments. FVP Master Fund directly owns all of the shares reported in this Amendment 14. Messrs. Heslop and Warszawaki, Firefly Partners, Firefly Management and FVP GP may be deemed to share with the FVP Master Fund voting and dispositive power with respect to such shares. Each Reporting Person disclaims beneficial ownership with respect to any shares other than those owned directly by such Reporting Person.
   
(b)
The Principal Business Office of the FVP Master Fund is:

 
c/o dms Corporate Services, Ltd.
 
P.O. Box 1344
 
dms House
 
20 Genesis Close
 
Grand Cayman, KY1-1108
 
Cayman Islands
 
 
 

 
 
 
The Principal Business Office of Messrs. Heslop and Warszawski, Firefly Partners, FVP GP and Firefly Management is:

 
551 Fifth Avenue, 36th Floor
New York, NY 10176

(c)
The principal business of the Reporting Persons is to invest and trade in a wide variety of securities and financial instruments. Each of the Reporting Persons is engaged in the investment business.
   
(d)
During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
   
(e)
During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are 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)
Messrs. Heslop and Warszawski are citizens of the United States.

Item 3 Source and Amount of Funds or Other Consideration
 
The gross investment costs (including commissions, if any) of the Shares purchased by the Reporting Persons is approximately $1,114,727.03, at purchase prices ranging from $0.05 to $1.7500 per Share. The source of these funds was the working capital of FVP Master Fund, for which Firefly Partners acts as investment manager.
 
Item 5. Interest in Securities of the Issuer
 
a.
The responses of the Reporting Persons to Items (11) and (13) on the cover pages of this Amendment No. 14 are incorporated herein by reference. The total number of Shares outstanding is 2,213,750.
   
b.
The responses of the Reporting Persons to Items (7) through (10) on the cover pages of this Amendment No. 14 are incorporated herein by reference.
   
c.
See Item 3, above, and Item 4 in the Original Statement. The transactions in the Issuer’s securities by FVP Master Fund in the last sixty days are listed as ANNEX A attached hereto and made a part hereof.
   
d.
None.
   
e.
Not applicable.
 
Item 7. Material to be Filed as Exhibits
 
Exhibit No.
 
Document
     
99.1
 
Joint Filing Agreement, dated April 12, 2011, among Ryan Heslop, Ariel Warszawski, Firefly Value Partners, LP, FVP GP, LLC, Firefly Management Company, LLC and FVP Master Fund, L.P. to file this amended joint statement on Schedule 13D.
 
 
 

 
 
ANNEX A

Account
 
Date
 
Buy/Sell
 
Number of
Shares1
 
Price per
Share ($)
FVP Master Fund
 
February 18, 2011
 
Buy
  10,000     1.7000  
FVP Master Fund
 
March 23, 2011
 
Buy
  2,000     1.7500  
FVP Master Fund
 
March 25, 2011
 
Buy
  3,000     1.7000  
FVP Master Fund
 
March 30, 2011
 
Buy
  4,500     1.7000  
FVP Master Fund
 
April 11, 2011
 
Buy
  2,000     1.6500  
 

1 All transactions relate to Trust Preferred shares, as described in Item 1 on the Original Statement.
 
 
 

 
 
Signature
 
After reasonable inquiry, and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: April 12, 2011
 
/s/ Ryan Heslop
   
Ryan Heslop
     
   
Ariel Warszawski
   
Firefly Value Partners, LP
   
FVP GP, LLC
   
Firefly Management Company GP, LLC
   
FVP Master Fund, L.P.
     
   
/s/ Ariel Warszawski
   
Ariel Warszawski, for himself and as
   
Managing Member of FVP GP (for itself and
   
as general partner of FVP Master Fund) and
   
Firefly Management (for itself and as general
   
partner of Firefly Partners)