OMB APPROVAL
OMB Number: 3235-0145
Expires: February 28, 2009
Estimated average burden
hours per response………11 | |
Woodbridge Holdings Corporation (WDGH) (formerly Levitt Corporation) |
(Name of Issuer) |
Class A Common Stock, par value $0.01 per share |
(Title of Class of Securities) |
978842201 |
(CUSIP Number) |
Alan Fournier
c/o Pennant Capital Management, L.L.C.
26 Main Street, Suite 203
Chatham, NJ 07928 |
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications) |
July 1, 2009 |
(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/A, and is filing this schedule because of ss.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 § 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 (however, see the Notes). |
CUSIP No. |
978842201 |
1. |
NAME OF REPORTING PERSONS |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Pennant Capital Management, L.L.C. |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) |
[_] | ||
(b) |
[X] |
3. |
SEC USE ONLY |
|
4. |
SOURCE OF FUNDS* |
|
AF |
5. |
CHECK BOX 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 OWNED BY EACH REPORTING PERSON WITH | ||
7. |
SOLE VOTING POWER |
|
0 |
8. |
SHARED VOTING POWER |
|
3,577,952 |
9. |
SOLE DISPOSITIVE POWER | |
0 |
10. |
SHARED DISPOSITIVE POWER |
[_] | |
3,577,952 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING |
|
PERSON |
||
3,577,952 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
|
CERTAIN SHARES* |
||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
21.51% |
14. |
TYPE OF REPORTING PERSON |
|
IA, OO |
||
CUSIP No. |
978842201 |
1. |
NAME OF REPORTING PERSONS |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Pennant Master Fund, L.P. |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) |
[_] | ||
(b) |
[X] |
3. |
SEC USE ONLY |
|
4. |
SOURCE OF FUNDS* |
|
WC |
5. |
CHECK BOX 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 OWNED BY EACH REPORTING PERSON WITH | ||
7. |
SOLE VOTING POWER |
|
0 |
8. |
SHARED VOTING POWER |
|
1,092,600 |
9. |
SOLE DISPOSITIVE POWER | |
0 |
10. |
SHARED DISPOSITIVE POWER |
[_] | |
1,092,600 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING |
|
PERSON |
||
1,092,600 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
|
CERTAIN SHARES* |
||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
6.57% |
14. |
TYPE OF REPORTING PERSON |
|
PN |
CUSIP No. |
978842201 |
1. |
NAME OF REPORTING PERSONS |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Pennant Windward Master Fund, L.P. |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) |
[_] | ||
(b) |
[X] |
3. |
SEC USE ONLY |
|
4. |
SOURCE OF FUNDS* |
|
WC |
5. |
CHECK BOX 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 OWNED BY EACH REPORTING PERSON WITH | ||
7. |
SOLE VOTING POWER |
|
0 |
8. |
SHARED VOTING POWER |
|
2,302,708 |
9. |
SOLE DISPOSITIVE POWER | |
0 |
10. |
SHARED DISPOSITIVE POWER |
[_] | |
2,302,708 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING |
|
PERSON |
||
2,302,708 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
|
CERTAIN SHARES* |
||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
13.84% |
14. |
TYPE OF REPORTING PERSON |
|
PN |
CUSIP No. |
978842201 |
1. |
NAME OF REPORTING PERSONS |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Alan Fournier
c/o Pennant Capital Management, L.L.C |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) |
[_] | ||
(b) |
[X] |
3. |
SEC USE ONLY |
|
4. |
SOURCE OF FUNDS* |
|
AF |
5. |
CHECK BOX 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 OWNED BY EACH REPORTING PERSON WITH | ||
7. |
SOLE VOTING POWER |
|
0 |
8. |
SHARED VOTING POWER |
|
3,577,952 |
9. |
SOLE DISPOSITIVE POWER | |
0 |
10. |
SHARED DISPOSITIVE POWER |
[_] | |
3,577,952 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING |
|
PERSON |
||
3,577,952 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
|
CERTAIN SHARES* |
||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
21.51% |
14. |
TYPE OF REPORTING PERSON |
|
IN |
CUSIP No. 978842201
|
Item 1. |
Security and Issuer. |
NO MATERIAL CHANGE FROM PREVIOUS 13D FILED ON OCTOBER 22, 2007. | |
Item 2. |
Identity and Background. |
NO MATERIAL CHANGE FROM PREVIOUS 13D FILED ON OCTOBER 22, 2007. | |||
Item 3. |
Source and Amount of Funds or Other Consideration. |
As of the date hereof Pennant Capital Management, L.L.C. may be deemed to beneficially own 3,577,952 of the Issuer’s Class A Common Stock, $0.01 par value (the “Shares”).
As of the date hereof Pennant Master Fund, L.P. may be deemed to beneficially own 1,092,600 Shares.
As of the date hereof Pennant Windward Master Fund, L.P. may be deemed to beneficially own 2,302,708 Shares.
As of the date hereof Alan Fournier may be deemed to beneficially own 3,577,952 Shares.
No borrowed funds were used to purchase the Shares reported herein, other than any borrowed funds used for working capital purposes in the ordinary course of business.
| |
Item 4. |
Purpose of Transaction. |
NO MATERIAL CHANGE FROM PREVIOUS 13D FILED ON OCTOBER 22, 2007.
|
Item 5. |
Interest in Securities of the Issuer. |
||
As of the date hereof, Pennant Capital Management, L.L.C. may be deemed to beneficially own 3,577,952 Shares, or 21.51% of the Shares of the Issuer. Pennant Master Fund, L.P. may be deemed to beneficially own 1,092,600 Shares, or 6.57% of
the Shares of the Issuer. Pennant Windward Master Fund, L.P. may be deemed to beneficially own 2,302,708 Shares, or 13.84% of the Shares of the Issuer. Alan Fourier may be deemed to beneficially own 3,577,952 Shares, or 21.51% of the Shares of the Issuer. The ownership percentages listed herein are based upon the 16,637,132 Shares outstanding as of May 7, 2009, according the Issuer’s most recent Form 10-Q filing.
Pennant Capital Management, L.L.C. shares the power to vote or direct the vote of 3,577,952 Shares to which this filing relates.
Pennant Capital Management, L.L.C. has the sole power to vote or direct the vote of 0 Shares to which this filing relates.
Pennant Capital Management, L.L.C. shares the power to dispose or direct the disposition of the 3,577,952 Shares to which this filing relates.
Pennant Capital Management, L.L.C. has the sole power to dispose or direct the disposition of 0 Shares to which this filing relates.
Pennant Capital Management, L.L.C. specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
Pennant Master Fund, L.P. shares the power to vote or direct the vote of 1,092,600 Shares to which this filing relates.
Pennant Master Fund, L.P. has the sole power to vote or direct the vote of 0 Shares to which this filing relates.
Pennant Master Fund, L.P. shares the power to dispose or direct the disposition of the 1,092,600 Shares to which this filing relates.
Pennant Master Fund, L.P. has the sole power to dispose or direct the disposition of 0 Shares to which this filing relates.
Pennant Master Fund, L.P. specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
Pennant Windward Master Fund, L.P. shares the power to vote or direct the vote of 2,302,708 Shares to which this filing relates.
Pennant Windward Master Fund, L.P. has the sole power to vote or direct the vote of 0 Shares to which this filing relates.
Pennant Windward Master Fund, L.P. shares the power to dispose or direct the disposition of the 2,302,708 Shares to which this filing relates.
Pennant Windward Master Fund, L.P. has the sole power to dispose or direct the disposition of 0 Shares to which this filing relates.
Pennant Windward Master Fund, L.P. specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
Alan Fournier shares the power to vote or direct the vote of 3,577,952 Shares to which this filing relates.
Alan Fournier has the sole power to vote or direct the vote of 0 Shares to which this filing relates.
Alan Fournier shares the power to dispose or direct the disposition of the 3,577,952 Shares to which this filing relates.
Alan Fournier has the sole power to dispose or direct the disposition of 0 Shares to which this filing relates.
Alan Fournier specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein.
Each of the Reporting Persons has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, a portion of the Shares reported herein.
The Reporting Persons have not purchased or sold any Shares during the past 60 days.
| |||
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect |
|
to Securities of the Issuer. |
NO MATERIAL CHANGE FROM PREVIOUS 13D FILED ON OCTOBER 22, 2007. |
||
Item 7. |
Material to be Filed as Exhibits. |
Exhibit A: Agreement between the Reporting Persons to file jointly |
||
July 13, 2009 | |
(Date) | |
PENNANT CAPITAL MANAGEMENT, L.L.C.* | |
/s/ Alan Fournier | |
Name: Alan Fournier
Title: Managing Member | |
PENNANT MASTER FUND, L.P.* | |
/s/ Alan Fournier | |
Name: Alan Fournier
Title: Managing Member of Pennant General Partner, L.L.C., its general partner |
PENNANT WINDWARD MASTER FUND, L.P.* | |
/s/ Alan Fournier | |
Name: Alan Fournier
Title: Managing Member of Pennant General Partner, L.L.C., its general partner |
ALAN FOURNIER*
/s/ Alan Fournier__________________________
|
PENNANT CAPITAL MANAGEMENT, L.L.C. | |
/s/ Alan Fournier | |
Name: Alan Fournier
Title: Managing Member | |
PENNANT MASTER FUND, L.P. | |
/s/ Alan Fournier | |
Name: Alan Fournier
Title: Managing Member of Pennant General Partner, L.L.C., its general partner |
PENNANT WINDWARD MASTER FUND, L.P. | |
/s/ Alan Fournier | |
Name: Alan Fournier
Title: Managing Member of Pennant General Partner, L.L.C., its general partner |
ALAN FOURNIER
/s/ Alan Fournier__________________________
|