UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
ASA (BERMUDA) LIMITED
(Name of Issuer)
Common Stock
(Title of Class of Securities)
G3156P103
(CUSIP Number)
Jon L. Mosle
HBK Investments L.P.
300 Crescent Court, Suite 700
Dallas, TX 75201
(214) 758-6107
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 13, 2005
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 3d-1(f), or 13d-1(g), check the following
box. / /
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 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 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. G3156P103
1. Name of Reporting Person.
HBK Investments L.P.
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds
WC (1)
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 544,609 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: 0
Owned By
Each
Reporting 9. Sole Dispositive Power: 544,609 (1)(2)
Person
With:
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
544,609 (1)(2)
12. Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row (9): 5.7%
14. Type of Reporting Person: PN
--------------
(1) HBK Investments L.P. ("Investments") has sole voting and dispositive
power over the securities identified above (the "Securities") pursuant
to Investment Management Agreements with HBK Fund L.P. and HBK
Offshore Fund Ltd. (the "Funds"). Accordingly, the Funds have no
beneficial ownership of such Securities. The source of funds used or to
be used in making purchases is working capital of the Funds.
(2) Investments' power is exercised by its general partner, HBK Partners II
L.P., whose general partner is HBK Management L.L.C.
Item 1. Security and Issuer:
This statement on Schedule 13D relates to shares of common stock of ASA
(Bermuda) Limited, a Bermuda corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 11 Summer Street, 4th Floor, Buffalo, New
York 14209.
Item 2. Identity and Background:
This statement on Schedule 13D is filed by HBK Investments L.P., a Delaware
limited partnership ("Investments"). Investments is an investment management
firm that provides investment management services to private investment
funds. Its principal office is located at 300 Crescent Court, Suite 700,
Dallas, TX 75201. Information is also included herein with respect to the
following persons: HBK Partners II L.P., a Delaware limited partnership
("Partners II"); HBK Management L.L.C., a Delaware limited liability company
("Management"); and Kenneth M. Hirsh, Laurence H. Lebowitz, William E. Rose,
David C. Haley and Jamiel A. Akhtar, members of Management, who may control
Management ("Managers"). Investments and the other entities and individuals
identified in this paragraph are sometimes referred to collectively as the
"Item 2 Persons."
Each of the Managers is a United States citizen. The principal occupation of
each Manager is serving as a Managing Director of Investments. The business
address of each Manager is 300 Crescent Court, Suite 700, Dallas, TX 75201,
except for Mr. Hirsh, whose business address is 350 Park Avenue, 20th Floor, New
York, NY 10022.
During the last five years, none of the Item 2 Persons has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is 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.
Item 3. Source and Amount of Funds or Other Consideration:
The aggregate purchase price for the Securities was approximately $22.1 million.
The source of funds for the purchase transactions was the Funds' working
capital. The Securities are held in prime brokerage accounts of the Funds, which
may from time to time have debit balances. Because other securities are also
held in such accounts, it is not possible to determine the amounts, if any, of
financing used at any time with respect to the Securities.
Item 4. Purpose of Transaction.
The Securities were acquired by Investments, for the account of the Funds, in
the ordinary course of business and were not acquired with the purpose or effect
of changing or influencing control of the Issuer.
As previously stated, the Issuer has called for a vote, at a Special General
Meeting of Shareholders presently scheduled for July 21, 2005, on proposals to
reduce or eliminate certain limitations on the Issuer's investment policies.
Investments opposes these proposals and believes that it would be inappropriate
to entertain any reduction or elimination on the existing limitations until such
time as the Issuer acts to reduce the discount between the Issuer's net asset
value and the trading price of the Issuer's common stock.
In light of the foregoing, Investments has decided that on behalf of the Funds
it will not attend or vote at the July 21 meeting, in person or by proxy.
Investments' analysis has led it to conclude that not attending or voting will
be the most effective way of preventing the Issuer from gaining approval of the
proposals. If holders of a majority of the Issuer's common stock are not
represented at the meeting, in person or by proxy, the Issuer will be unable to
secure the approval of the proposals. Investments has contacted its brokers that
hold the Securities as nominee for the Funds and obtained a legal proxy from
such brokers with respect to the Securities, and Investments will refrain from
appearing or exercising the legal proxy on behalf of the Funds at the July 21
meeting.
On July 13, 2005, Investments sent a letter to the Issuer requesting its
management take action to reduce the discount between its net asset value and
the trading price of its common stock by extending a series of in-kind tender
offers for its shares at net asset value. On July 13, 2005,
Investments also sent a letter, which included a copy of the letter to the
Issuer, to certain ASA shareholders recommending that they do not participate in
the July 21 meeting. Copies of the letter to the Issuer and the letter to
certain ASA shareholders were filed with the SEC on Schedule 14A on July 13,
2005. On July 14, 2005, Investments issued a press release regarding the same
matters, a copy of which was filed with the SEC on Schedule 14A on July 14,
2005.
Investments expects to continue to focus efforts on reducing the discount
between the Issuer's net asset value and the trading price of the Issuer's
common stock and may determine to solicit votes against the proposals to be
voted on at the July 21 meeting or any further adjournment thereof or any
subsequent meeting called to consider such proposals, in which case Investments
will file a proxy statement and accompanying proxy card with the SEC.
Investments reviews its holdings, including its holdings in the Issuer, on an
ongoing basis with the objective of identifying and pursuing investment
opportunities with attractive risk and return characteristics for the Funds.
Depending on such review, Investments may make additional purchases or sales of
the Issuer's Common Stock (or derivatives thereof). Any additional transactions
will depend on various factors, including, without limitation, the outcome of
discussions between Investments and the Issuer, the outcome of the Special
General Meeting, the price of the Issuer's Common Stock (and derivatives
thereof), stock market conditions, and business prospects of the Issuer.
Investments has engaged from time to time in discussions with the Issuer and
other shareholders of the Issuer concerning the Issuer and its business and may
have additional discussions with such parties in the future.
Except as otherwise described herein, none of the Item 2 Persons has any current
plans or proposals that relate to or would result in any of the transactions or
changes contemplated in Items 4(a) through 4(j) of Schedule 13D. Such persons
may, at any time and from time to time, review or reconsider their position and
formulate such plans or proposals, but they have no present intention of doing
so.
Item 5. Interest in Securities of the Issuer
(a) - (b)
The Securities referenced in this statement consist of 544,609 shares of common
stock of the Issuer beneficially owned by Investments, representing
approximately 5.7% of the 9,600,000 shares of common stock of the Issuer
outstanding as of November 30, 2004, as reported by the Issuer in the Issuer's
2004 Certified Shareholder Report filed with the Securities and Exchange
Commission on January 31, 2005.
Pursuant to an Investment Management Agreement with the Funds, and acting
through its general partner, Partners II, Investments has the sole power to vote
or direct the vote and to dispose or to direct the disposition of the
Securities. Accordingly, Investments may be deemed to be the beneficial owner of
the Securities. Acting through its general partner, Management, and in its
capacity as the general partner of Investments, Partners II has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of the
Securities. Accordingly, Partners II may be deemed to be the beneficial owner of
the Securities. In its capacity as the general partner of Partners II,
Management has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of the Securities. Accordingly, Management may be deemed
to be the beneficial owner of the Securities. In their capacity as controlling
persons of Management, the Managers have the sole power to vote or to direct the
vote and to dispose or to direct the disposition of the Securities. Accordingly,
each of the Managers may be deemed to be the beneficial owner of the Securities.
The Item 2 Persons expressly declare that the filing of this statement on
Schedule 13D shall not be construed as an admission that they are, for the
purpose of Section 13(d) or 13(g) of the Securities and Exchange Act of 1934,
the beneficial owners of the Securities.
(c)
Except as described below, there have been no acquisitions or dispositions of
the Issuer's common stock made by Investments, for the account of the Funds,
during the past 60 days.
On behalf of HBK Fund L.P.:
Transaction Number of Price per Transaction Transaction
Date Shares Share Value Type
---- ------ ----- ----- ----
07/14/2005 1,000 $ 39.20 $ 39,205.00 Buy
07/07/2005 3,400 $ 38.03 $ 129,315.26 Buy
07/06/2005 3,000 $ 37.83 $ 113,505.90 Buy
07/01/2005 5,000 $ 38.12 $ 190,605.00 Buy
06/30/2005 29,200 $ 39.10 $ 1,142,587.24 Buy
06/30/2005 20,000 $ 39.15 $ 783,600.00 Buy
06/30/2005 3,000 $ 38.83 $ 116,496.90 Buy
06/24/2005 100 $ 38.95 $ 3,895.00 Buy
06/22/2005 900 $ 38.30 $ 34,467.65 Sell
06/17/2005 2,200 $ 38.96 $ 85,704.30 Buy
06/17/2005 2,700 $ 39.02 $ 105,356.50 Buy
06/03/2005 6,000 $ 37.47 $ 224,822.60 Sell
06/03/2005 300 $ 37.52 $ 11,255.22 Sell
05/31/2005 1,000 $ 36.48 $ 36,472.47 Sell
05/31/2005 300 $ 36.49 $ 10,945.04 Sell
05/27/2005 600 $ 35.56 $ 21,336.60 Buy
05/25/2005 10,000 $ 34.90 $ 348,980.00 Buy
05/25/2005 2,200 $ 34.88 $ 76,795.62 Buy
05/25/2005 2,400 $ 34.83 $ 83,596.40 Buy
05/19/2005 2,000 $ 34.39 $ 68,790.00 Buy
05/18/2005 4,100 $ 34.50 $ 141,568.90 Buy
All of the above transactions were conducted through open market transactions.
(d)
The limited partners or shareholders of the Funds that own the Funds, for which
Investments acts as investment manager, have the right to participate indirectly
in the receipt of dividends from, or proceeds from the sale of, the Securities
in accordance with their respective ownership interests in their respective
Funds.
(e)
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The Securities are held in prime brokerage accounts of the Funds and have been
pledged as collateral to secure debit balances in such accounts which may exist
from time to time.
Except as described above, to the best knowledge of Investments, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
between any of the Item 2 Persons and any other person with respect to any
securities of the Issuer, including but not limited to, transfer or voting of
any of the Shares (including as a result of any pledge), finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Exhibits
None.
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: July 14, 2005
HBK INVESTMENTS L.P.
By: /s/ Jon L. Mosle
---------------------------------
Jon L. Mosle
Authorized Signatory (1)
(1) An Authorization Certificate authorizing Jon L. Mosle to act on
behalf of HBK Investments L.P. was previously filed.