-----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, E+GETWyfTm8DDRN0MowjjqcPSsSDvOxYYHjRwiT1qeml6fy/bxK11itHeyAVbOu3 DhiiVc+5j4xf8rZJNRu6fQ== 0001013594-03-000040.txt : 20030213 0001013594-03-000040.hdr.sgml : 20030213 20030213123907 ACCESSION NUMBER: 0001013594-03-000040 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUSSMAN S DONALD CENTRAL INDEX KEY: 0001044734 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2 AMERICAN LN CITY: GREENWICH STATE: CT ZIP: 06836 MAIL ADDRESS: STREET 1: 7 AMERICAN LN CITY: GREENWICH STATE: CT ZIP: 06836 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COUNSEL CORP CENTRAL INDEX KEY: 0000939897 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 86762309 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48086 FILM NUMBER: 03557679 BUSINESS ADDRESS: STREET 1: EXCHANGE TOWER STE 1300 STREET 2: 2 FIRST CANADIAN PL CITY: TORONTO ONTARIO CANA STATE: A6 BUSINESS PHONE: 4168663000 MAIL ADDRESS: STREET 1: EXCHANGE TOWER STE 1300 STREET 2: 2 FIRST CANADIAN PL CITY: TORONTO ONTARIO STATE: A6 SC 13G/A 1 counselcorp13ga.txt COUNSEL CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No.1)* Counsel Corporation (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 22226R102 (CUSIP Number) December 31, 2002 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] 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 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 (however, see the Notes). 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Paloma International L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 730,822 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 730,822 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 730,822 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.1% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) S. Donald Sussman 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 730,822 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 730,822 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 730,822 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.1% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Amaranth L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 1,105,913 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 1,105,913 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,105,913 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.6% 12. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Nicholas M. Maounis 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 1,105,913 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 1,105,913 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,105,913 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.6% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! This statement is filed pursuant to Rule 13d-2(b) with respect to the Common Stock, no par value (the "Common Stock"), of Counsel Corporation (the "Issuer") beneficially owned by the Reporting Persons specified herein as of December 31, 2002, and amends and supplements the Schedule 13G dated August 9, 2001 filed by the Reporting Persons (the "Schedule 13G"). Except as set forth herein, the Schedule 13G is unmodified. Item 2(b). Address of Principal Business Office or, if None, Residence: The principal business address for Paloma is Two American Lane, Greenwich, Connecticut 06836. The principal business address for Mr. Sussman is 6100 Red Hook Quarter, 18B, Suites C, 1-6, St. Thomas, U.S.V.I. 00802. The principal business address for Amaranth and Mr. Maounis is One American Lane, Greenwich, Connecticut 06831. 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: The Reporting Persons beneficially own debentures convertible into an aggregate of 1,836,735 shares of Common Stock. (b) Percent of class: Each of Paloma's and S. Donald Sussman's beneficial ownership of debentures convertible into 730,822 shares of Common Stock constitutes 3.1% of all of the outstanding shares of Common Stock. Each of Amaranth's and Nicholas M. Maounis' beneficial ownership of debentures convertible into 1,105,913 shares of Common Stock constitutes 4.6% of all of the outstanding shares of Common Stock. Collectively, the Reporting Persons have beneficial ownership of debentures convertible into 1,836,735 shares of Common Stock constituting 7.4% of all of the outstanding shares of Common Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Each of Paloma and S. Donald Sussman has the sole power to vote or direct the vote of 730,822 shares of Common Stock. Each of Amaranth and Nicholas M. Maounis has the sole power to vote or direct the vote of 1,105,913 shares of Common Stock. (ii) Shared power to vote or to direct the vote Not applicable. (iii) Sole power to dispose or to direct the disposition of Each of Paloma and S. Donald Sussman has the sole power to dispose or direct the disposition of 730,822 shares of Common Stock. Each of Amaranth and Nicholas M. Maounis has the sole power to dispose or direct the disposition of 1,105,913 shares of Common Stock. (iv) Shared power to dispose or to direct the disposition of Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Paloma holds 730,822 of the shares of Common Stock it beneficially owns through its subsidiary Sunrise Partners Limited Partnership, a Delaware limited partnership. Item 10. Certification. By signing below the undersigned certifies that, to the best of its 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. SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: February 10, 2003 PALOMA INTERNATIONAL L.P. By: Paloma GP LLC, general partner By: /s/ Michael J. Berner ---------------------- Michael J. Berner, Vice President /s/ S. Donald Sussman ---------------------- S. Donald Sussman AMARANTH L.L.C. By: Amaranth Advisors L.L.C., as Managing Member By: /s/ Nicholas M. Maounis ----------------------- Nicholas M. Maounis, President /s/ Nicholas M. Maounis ------------------------ Nicholas M. Maounis -----END PRIVACY-ENHANCED MESSAGE-----