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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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Under the Securities Exchange Act of 1934 |
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(Amendment No. 1)* |
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Woodbridge Holdings Corporation |
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(Name of Issuer) |
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Class A Common Stock, $0.01 par value |
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(Title of Class of Securities) |
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978842 10 2 |
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(CUSIP Number) |
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Robert Robotti |
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c/o Robotti & Company, Incorporated |
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52 Vanderbilt Avenue, 4th Floor |
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New York, New York 10017 |
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212-986-4800 |
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(Name, Address and Telephone Number of Person |
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Authorized to Receive Notices and Communications) |
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July 7, 2008 |
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(Date of Event Which Requires Filing of this Statement) |
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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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] |
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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. |
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(Page 1 of 17 Pages) |
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*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). |
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Schedule 13D |
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CUSIP No. 978842 10 2 |
Page 2 of 17 Pages |
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1. |
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Names of Reporting Persons. |
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2. |
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Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
[ ] |
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(b) |
[X] |
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3. |
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SEC Use Only |
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4. |
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Source of Funds (See Instructions) |
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AF, OO, PF |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
[ ] |
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6. |
Citizenship or Place of Organization |
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United States |
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Number of |
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7. |
Sole Voting Power: 4,900 |
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Shares |
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Beneficially |
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8. |
Shared Voting Power: 5,626,489 |
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Owned by |
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Each |
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9. |
Sole Dispositive Power: 4,900 |
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Reporting |
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Person With |
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10. |
Shared Dispositive Power: 5,626,489 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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5,631,389 |
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12. |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] |
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13. |
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Percent of Class Represented by Amount in Row (11) |
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5.9% |
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14. |
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Type of Reporting Person (See Instructions) |
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IN, HC |
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Schedule 13D |
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CUSIP No. 978842 10 2 |
Page 3 of 17 Pages |
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1. |
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Names of Reporting Persons. |
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2. |
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Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
[ ] |
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(b) |
[X] |
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3. |
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SEC Use Only |
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4. |
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Source of Funds (See Instructions) |
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OO |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
[ ] |
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6. |
Citizenship or Place of Organization |
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New York |
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Number of |
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7. |
Sole Voting Power: -0- |
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Shares |
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Beneficially |
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8. |
Shared Voting Power: 3,277,489 |
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Owned by |
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Each |
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9. |
Sole Dispositive Power: -0- |
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Reporting |
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Person With |
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10. |
Shared Dispositive Power: 3,277,489 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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3,277,489 |
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12. |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] |
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13. |
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Percent of Class Represented by Amount in Row (11) |
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3.5% |
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14. |
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Type of Reporting Person (See Instructions) |
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CO, HC |
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Schedule 13D |
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CUSIP No. 978842 10 2 |
Page 4 of 17 Pages |
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1. |
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Names of Reporting Persons. |
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2. |
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Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
[ ] |
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(b) |
[ ] |
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3. |
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SEC Use Only |
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4. |
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Source of Funds (See Instructions) |
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OO |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
[ ] |
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6. |
Citizenship or Place of Organization |
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New York |
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Number of |
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7. |
Sole Voting Power: -0- |
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Shares |
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Beneficially |
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8. |
Shared Voting Power: 156,995 |
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Owned by |
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Each |
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9. |
Sole Dispositive Power: -0- |
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Reporting |
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Person With |
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10. |
Shared Dispositive Power: 156,995 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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156,995 |
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12. |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] |
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13. |
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Percent of Class Represented by Amount in Row (11) |
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Less than 1% |
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14. |
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Type of Reporting Person (See Instructions) |
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OO, BD |
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Schedule 13D |
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CUSIP No. 978842 10 2 |
Page 5 of 17 Pages |
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1. |
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Names of Reporting Persons. |
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2. |
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Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
[ ] |
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(b) |
[X] |
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3. |
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SEC Use Only |
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4. |
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Source of Funds (See Instructions) |
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OO |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
[ ] |
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6. |
Citizenship or Place of Organization |
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New York |
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Number of |
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7. |
Sole Voting Power: -0- |
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Shares |
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Beneficially |
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8. |
Shared Voting Power: 3,120,494 |
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Owned by |
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Each |
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9. |
Sole Dispositive Power: -0- |
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Reporting |
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Person With |
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10. |
Shared Dispositive Power: 3,120,494 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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3,120,494 |
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12. |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] |
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13. |
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Percent of Class Represented by Amount in Row (11) |
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3.3% |
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14. |
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Type of Reporting Person (See Instructions) |
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OO, IA |
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Schedule 13D |
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CUSIP No. 978842 10 2 |
Page 6 of 17 Pages |
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1. |
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Names of Reporting Persons. |
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2. |
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Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
[ ] |
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(b) |
[X] |
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3. |
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SEC Use Only |
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4. |
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Source of Funds (See Instructions) |
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PF |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
[ ] |
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6. |
Citizenship or Place of Organization |
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United States |
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Number of |
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7. |
Sole Voting Power: 21,500 |
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Shares |
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Beneficially |
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8. |
Shared Voting Power: -0- |
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Owned by |
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Each |
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9. |
Sole Dispositive Power: 21,500 |
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Reporting |
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Person With |
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10. |
Shared Dispositive Power: -0- |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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21,500 |
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12. |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] |
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13. |
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Percent of Class Represented by Amount in Row (11) |
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Less than 1% |
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14. |
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Type of Reporting Person (See Instructions) |
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IN |
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Schedule 13D |
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CUSIP No. 978842 10 2 |
Page 7 of 17 Pages |
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1. |
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Names of Reporting Persons. |
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2. |
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Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
[ ] |
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(b) |
[X] |
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3. |
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SEC Use Only |
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4. |
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Source of Funds (See Instructions) |
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AF |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
[ ] |
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6. |
Citizenship or Place of Organization |
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United States |
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Number of |
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7. |
Sole Voting Power: -0- |
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Shares |
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Beneficially |
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8. |
Shared Voting Power: 2,327,500 |
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Owned by |
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Each |
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9. |
Sole Dispositive Power: -0- |
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Reporting |
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Person With |
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10. |
Shared Dispositive Power: 2,327,500 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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2,327,500 |
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12. |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] |
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13. |
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Percent of Class Represented by Amount in Row (11) |
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2.5% |
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14. |
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Type of Reporting Person (See Instructions) |
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IN, HC |
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Schedule 13D |
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CUSIP No. 978842 10 2 |
Page 8 of 17 Pages |
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1. |
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Names of Reporting Persons. |
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2. |
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Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
[ ] |
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(b) |
[X] |
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3. |
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SEC Use Only |
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4. |
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Source of Funds (See Instructions) |
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AF |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
[ ] |
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6. |
Citizenship or Place of Organization |
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New York |
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Number of |
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7. |
Sole Voting Power: -0- |
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Shares |
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Beneficially |
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8. |
Shared Voting Power: 2,327,500 |
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Owned by |
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Each |
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9. |
Sole Dispositive Power: -0- |
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Reporting |
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Person With |
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10. |
Shared Dispositive Power: 2,327,500 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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2,327,500 |
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12. |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] |
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13. |
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Percent of Class Represented by Amount in Row (11) |
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2.5% |
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14. |
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Type of Reporting Person (See Instructions) |
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OO |
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Schedule 13D |
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CUSIP No. 978842 10 2 |
Page 9 of 17 Pages |
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1. |
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Names of Reporting Persons. |
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2. |
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Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
[ ] |
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(b) |
[X] |
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3. |
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SEC Use Only |
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4. |
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Source of Funds (See Instructions) |
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WC |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
[ ] |
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6. |
Citizenship or Place of Organization |
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New York |
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Number of |
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7. |
Sole Voting Power: -0- |
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Shares |
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Beneficially |
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8. |
Shared Voting Power: 1,280,433 |
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Owned by |
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Each |
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9. |
Sole Dispositive Power: -0- |
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Reporting |
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Person With |
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10. |
Shared Dispositive Power: 1,280,433 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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1,280,433 |
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12. |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] |
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13. |
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Percent of Class Represented by Amount in Row (11) |
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1.4% |
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14. |
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Type of Reporting Person (See Instructions) |
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PN |
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Schedule 13D |
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CUSIP No. 978842 10 2 |
Page 10 of 17 Pages |
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1. |
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Names of Reporting Persons. |
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2. |
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Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
[ ] |
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(b) |
[X] |
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3. |
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SEC Use Only |
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4. |
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Source of Funds (See Instructions) |
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WC |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
[ ] |
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6. |
Citizenship or Place of Organization |
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New York |
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Number of |
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7. |
Sole Voting Power: -0- |
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Shares |
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Beneficially |
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8. |
Shared Voting Power: 1,047,067 |
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Owned by |
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Each |
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9. |
Sole Dispositive Power: -0- |
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Reporting |
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Person With |
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10. |
Shared Dispositive Power: 1,047,067 |
|||||||
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||||||||||
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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|
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1,047,067 |
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12. |
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] |
||||||||
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||||||||
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13. |
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Percent of Class Represented by Amount in Row (11) |
||||||||
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1.1% |
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14. |
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Type of Reporting Person (See Instructions) |
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PN |
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SCHEDULE 13D |
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CUSIP No. 978842 10 2 |
Page 11 of 17 Pages |
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This Statement on Schedule 13D Amendment No. 1 (this "Statement") is filed on behalf of the Reporting Persons with the Securities and Exchange Commission (the "Commission"). This Statement amends the initial Statement of Beneficial Ownership on Schedule 13D (the "Initial Statement," and as so amended, the "Schedule 13D") relating to shares of Class A Common Stock, $0.01 par value per share, of Woodbridge Holdings Corporation, formerly known as Levitt Corporation, filed on October 11, 2007 with the Commission as specifically set forth herein. Capitalized terms used herein and not otherwise defined herein shall have the same meanings ascribed to them in the Initial Statement. |
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Item 1. |
Security and Issuer |
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Item 1 of the Initial Statement is hereby amended and restated to read as follows: |
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This Statement relates to shares of Class A Common Stock, par value $0.01 per share (the "Common Stock"), of Woodbridge Holdings Corporation (the "Issuer"), formerly known as Levitt Corporation. The address of the Issuer's principal executive office is 2100 West Cypress Creek Road, Fort Lauderdale, FL 33309. |
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Item 2. |
Identity and Background |
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Item 2 of the Initial Statement is hereby amended and restated to read as follows: |
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(a), (b), (c) and (f). This Statement is filed on behalf of Robert E. Robotti ("Robotti"), Robotti & Company, Incorporated ("ROBT"), Robotti & Company, LLC ("Robotti & Company"), Robotti & Company Advisors, LLC ("Robotti Advisors"), Suzanne Robotti, Kenneth R. Wasiak ("Wasiak"), Ravenswood Management Company, L.L.C. ("RMC"), The Ravenswood Investment Company, L.P. ("RIC"), and Ravenswood Investments III, L.P. ("RI," and together with Robotti, ROBT, Robotti & Company, Robotti Advisors, Suzanne Robotti, Wasiak, RMC and RIC the "Reporting Persons"). |
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Mr. Robotti is a United States citizen whose principal occupation is serving as the president and treasurer of ROBT. ROBT, a New York corporation, is the parent holding company of Robotti & Company and Robotti Advisors. Robotti & Company, a New York limited liability company, is a broker-dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended ("Exchange Act"). Robotti Advisors, a New York limited liability company, is an investment advisor registered under the Investment Advisers Act of 1940, as amended. |
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Suzanne Robotti is a United States citizen and the wife of Mr. Robotti. |
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Mr. Wasiak, is a United States citizen whose principal occupation is serving as a consultant in the accounting firm of Pustorino, Puglisi & Company, P.C. Each of Messrs. Robotti and Wasiak is a Managing Member of RMC. RMC, a New York limited liability company, is the general partner of RIC and RI. RIC and RI, New York limited partnerships, are private investment partnerships engaged in the purchase and sale of securities for their own accounts. |
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The address of each of the Reporting Persons other than Mr. Wasiak, RIC, RMC and RI is 52 Vanderbilt Avenue, New York, New York, 10017. RMC's, RIC's, and RI's address is 104 Gloucester Road, Massapequa, New York, 11758. Mr. Wasiak's business address is 515 Madison Avenue, New York, New York 10022. |
|||
Executive Officers and Directors: |
|||
In accordance with the provisions of General Instruction C to Schedule 13D information concerning executive officers and directors of ROBT, Robotti & Company and Robotti Advisors included in Schedule A hereto, which is incorporated by reference herein. |
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SCHEDULE 13D |
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CUSIP No. 978842 10 2 |
Page 12 of 17 Pages |
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(d) and (e). None of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons set forth on Schedule A, has during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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. |
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Item 3. |
Source and Amount of Funds or Other Consideration |
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Item 3 of the Initial Statement is hereby amended and restated to read as follows: |
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The aggregate purchase price of the 4,900 shares of the Common Stock held by Mr. Robotti is $11,374.00 (including brokerage fees and expenses). All of the shares of Common Stock beneficially held by Mr. Robotti were paid for using his personal funds. |
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The aggregate purchase price of the 156,995 shares of the Common Stock held by Robotti & Company is $513,013.14 (including brokerage fees and expenses). All of the shares of Common Stock beneficially held by Robotti & Company were paid for using the personal funds of its discretionary customers. |
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The aggregate purchase price of the 3,120,494 shares of the Common Stock held by Robotti Advisors is $8,341,776.26 (including brokerage fees and expenses). All of the shares of Common Stock beneficially held by Robotti Advisors were paid for using the personal funds of its clients. |
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The aggregate purchase price of the 21,500 shares of the Common Stock held by Suzanne Robotti is $49,824.00 (including brokerage fees and expenses). All of the shares of Common Stock beneficially held by Suzanne Robotti were paid for using her personal funds. |
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The aggregate purchase price of the 1,280,433 shares of the Common Stock held by RIC is $3,158,668.82 (including brokerage fees and expenses). All of the shares of Common Stock beneficially held by RIC were paid for using its working capital. |
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The aggregate purchase price of the 1,047,067 shares of the Common Stock held by RI is $2,418,851.38 (including brokerage fees and expenses). All of the shares of Common Stock beneficially held by RI were paid for using its working capital. |
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Item 4. |
Purpose of Transaction |
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Item 4 of the Initial Statement has been amended and restated to read as follows: |
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The Reporting Persons originally acquired certain of the Common Stock as a result of exercising subscription rights to purchase shares of the Issuer's Common Stock through the Issuer's rights offering (the "Rights Offering") as detailed in the Issuer's prospectus dated August 29, 2007. The Rights Offering expired on October 1, 2007. |
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The Reporting Persons acquired the Common Stock for investment purposes and not with the intent to change or influence control of the Issuer or to participate in any transaction having that purpose or effect. The Reporting Persons reserve the right to change their plan and intentions at any time as they deem appropriate. |
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The Reporting Persons may acquire additional shares of the Common Stock, dispose all or some of these share of the Common Stock from time to time, in each case in the open market or private transactions, block sales or purchases or otherwise, or may continue to hold the shares of the Common Stock, depending on business and market conditions, their continuing evaluation of the business and prospects of the Issuer and other factors. In addition, the Reporting Persons intend to communicate with other shareholders and management of the Issuer about maximizing the value of their shares of Common Stock. |
SCHEDULE 13D |
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CUSIP No. 978842 10 2 |
Page 13 of 17 Pages |
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Depending on factors deemed relevant by the Reporting Persons, including but not limited to change in the Issuer's business, governance or financial situation, the Reporting Persons reserves the right to formulate other plans and/or make proposals, and take such actions set forth in this response to Item 4 and any other actions as the Reporting Persons, or any of them, may determine. |
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Robotti & Company and Robotti Advisors (the "Lead Plaintiffs") moved to be appointed lead plaintiff in a class action alleging violations of the federal securities laws initiated by Robert D. Dance, as plaintiff, versus the Issuer, Alan B. Levan and George P. Scanlon, as defendants. The Lead Plaintiffs' motion was granted by the court on July 7, 2008 and a copy of the decision granting the motion is attached hereto as Exhibit 3 and incorporated herein by reference. Counsel for the Lead Plaintiffs are currently reviewing the complaint originally filed by Mr. Dance's attorneys and may amend the complaint to add additional allegations. |
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The Lead Plaintiffs invite interested parties to contact them should they have information pertinent to this lawsuit or otherwise wish to discuss matters relating thereto. |
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Presently the Reporting Persons have no plans or proposals which would relate or results in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein. |
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Item 5. |
Interest in Securities of the Issuer |
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Item 5 of the Initial Statement has been amended and restated to read as follows: |
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(a)-(b) As of July 30, 2008, the aggregate number of shares of Common Stock and percentage of the outstanding Common Stock of the Issuer beneficially owned (i) by each of the Reporting Persons, and (ii) to the knowledge of the Reporting Persons, by each other person who may be deemed to be a member of a group, is as follows: |
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|
|
|
|
|
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Robotti (1)(2)(3)(4)(5)(6)(7)(8) |
5,631,389 |
4,900 |
5,626,489 |
5.93% |
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ROBT (1)(3)(4) |
3,277,489 |
0 |
3,277,489 |
3.45% |
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Robotti & Company (1)(3) |
156,995 |
0 |
156,995 |
** |
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Robotti Advisors (1)(4) |
3,120,494 |
0 |
3,120,494 |
3.28% |
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Suzanne Robotti(1)(5)(6) |
21,500 |
21,500 |
0 |
** |
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Wasiak (1)(7)(8) |
2,327,500 |
0 |
2,327,500 |
2.45% |
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RMC (1)(7)(8) |
2,327,500 |
0 |
2,327,500 |
2.45% |
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RIC (1)(7) |
1,280,433 |
0 |
1,280,433 |
1.35% |
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RI (1)(8) |
1,047,067 |
0 |
1,047,067 |
1.10% |
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*Based on 95,040,731 shares of Class A Common Stock, $0.01 par
value per share, outstanding at May 5, 2008 as disclosed in the Issuer's Quarterly Report on Form 10-Q, for quarter ended March 31, 2008, filed with the Commission on May 12, 2008. |
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(1) Each of the Reporting Persons disclaims beneficial ownership of the securities held by any other Reporting Person
except to the extent of such Reporting Person's pecuniary interest therein, if any. |
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SCHEDULE 13D |
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CUSIP No. 978842 10 2 |
Page 14 of 17 Pages |
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(3) Each of Mr. Robotti and ROBT share with Robotti & Company the power to vote or direct the vote, and share the power to dispose or to
direct the disposition, of 156,995 shares of Common Stock owned by the discretionary customers of Robotti & Company. |
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(c) The table below lists all the transactions in the Issuer's Common Stock in the last sixty days by the Reporting Persons. All transactions were made by Robotti & Company and Robotti Advisors in the open market. |
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Transactions in Shares of Common Stock Within the Past Sixty Days |
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|
|
Number of Shares of the Common Stock |
|
|
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Robotti Advisors' Advisory Clients |
05/08/2008 |
100 |
BUY |
$1.75 |
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Robotti Advisors' Advisory Clients |
05/08/2008 |
(3,100) |
SELL |
$1.77 |
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Robotti Advisors' Advisory Clients |
05/09/2008 |
16,350 |
BUY |
$1.75 |
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Robotti Advisors' Advisory Clients |
05/09/2008 |
(2,250) |
SELL |
$1.72 |
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Robotti Advisors' Advisory Clients |
05/16/2008 |
19,425 |
BUY |
$1.4872 |
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Robotti Advisors' Advisory Clients |
05/23/2008 |
10,300 |
BUY |
$1.4997 |
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Robotti Advisors' Advisory Clients |
05/27/2008 |
(1,500) |
SELL |
$1.67 |
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Robotti & Company's Discretionary Customers |
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|
|
|
|
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Robotti Advisors' Advisory Clients |
06/03/2008 |
15,000 |
BUY |
$1.51 |
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Robotti Advisors' Advisory Clients |
06/06/2008 |
19,133 |
BUY |
$1.462 |
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Robotti Advisors' Advisory Clients |
06/09/2008 |
23,567 |
BUY |
$1.403 |
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Robotti Advisors' Advisory Clients |
06/23/2008 |
(5,446) |
SELL |
$1.15 |
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Robotti Advisors' Advisory Clients |
07/01/2008 |
7,850 |
BUY |
$1.136 |
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Robotti Advisors' Advisory Clients |
07/22/2008 |
45,900 |
BUY |
$1.0899 |
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Robotti & Company's Discretionary Customers |
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|
|
|
|
|
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(d) |
Robotti Advisors' advisory clients and Robotti & Company's discretionary customers have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, shares of Common Stock owned by them. Except as set forth in the immediately preceding sentence, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock beneficially owned by the Reporting Persons. |
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(e) |
Not Applicable. |
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SCHEDULE 13D |
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CUSIP No. 978842 10 2 |
Page 15 of 17 Pages |
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Item 6. |
Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer |
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Item 6 of the Initial Statement is hereby amended and restated to read as follows: |
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Each of the Reporting Persons is a party to an Amended and Restated Joint Filing Agreement dated as of July 30, 2008 (the "Joint Filing Agreement"), pursuant to which the Reporting Persons agreed to jointly file this Statement and any and all amendments and supplements hereto with the Securities and Exchange Commission. The Joint Filing Agreement is filed herewith as Exhibit 1 and incorporated herein by reference. |
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Item 7. |
Materials To Be Filed As Exhibits |
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The following documents are filed herewith or have been previously filed: |
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1. Joint Filing Agreement dated October 11, 2007 by and among Robert E. Robotti, Robotti & Company, Incorporated, Robotti & Company, LLC, Robotti & Company Advisors, LLC, Kenneth R. Wasiak, Ravenswood Management Company, L.L.C., The Ravenswood Investment Company, L.P., and Ravenswood Investments III, L.P. |
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2. Amended and Restated Joint Filing Agreement dated July 30, 2008 by and among Robert E. Robotti, Robotti & Company, Incorporated, Robotti & Company, LLC, Robotti & Company Advisors, LLC, Suzanne Robotti, Kenneth R. Wasiak, Ravenswood Management Company, L.L.C., The Ravenswood Investment Company, L.P., and Ravenswood Investments III, L.P |
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3. Order of the Court dated July 7, 2008, appointing Robotti & Company, LLC and Robotti & Company Advisors, LLC as Lead Plaintiffs in a Class Action Complaint against Woodbridge Holdings Corporation, formerly known as Levitt Corporation, and its Officers, Alan Levan, Chief Executive Officer, and George P. Scanlon, Chief Financial Officer. |
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SCHEDULE 13D |
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CUSIP No. 978842 10 2 |
Page 16 of 17 Pages |
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SIGNATURE |
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After reasonable inquiry and to the best of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. |
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Date: |
July 30, 2008 |
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Robotti & Company, Incorporated |
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/s/ Robert E. Robotti |
By: |
/s/ Robert E. Robotti |
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Robert E. Robotti |
Name: Robert E. Robotti |
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Title: President and Treasurer |
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Robotti & Company, LLC |
Robotti & Company Advisors, LLC |
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By: |
/s/ Robert E. Robotti |
By: |
/s/ Robert E. Robotti |
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Name: Robert E. Robotti |
Name: Robert E. Robotti |
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Title: President and Treasurer |
Title: President and Treasurer |
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/s/ Suzanne Robotti |
By: |
/s/ Kenneth R. Wasiak |
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Suzanne Robotti |
Kenneth R. Wasiak |
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Ravenswood Management Company, L.L.C. |
The Ravenswood Investment Company, L.P. |
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By: |
/s/ Robert E. Robotti |
By: |
Ravenswood Management Company, L.L.C. |
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Name: Robert E. Robotti |
Its General Partner |
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Title: Managing Member |
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Ravenswood Investments III, L.P. |
By: |
/s/ Robert E. Robotti |
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Name: Robert E. Robotti |
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By: |
Ravenswood Management Company, L.L.C. |
Title: Managing Member |
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Its General Partner |
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By: |
/s/ Robert E. Robotti |
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Name: Robert E. Robotti |
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Title: Managing Member |
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SCHEDULE 13D |
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CUSIP No. 978842 10 2 |
Page 17 of 17 Pages |
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Schedule A |
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The following table sets forth certain information concerning each of the directors and executive officers of each of the entities named below as of the date hereof. |
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Robotti & Company, Incorporated, Robotti & Company, LLC, and Robotti & Company Advisors, LLC |
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Name: |
Robert E. Robotti |
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(Director, President, Treasurer) |
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Citizenship |
U.S.A. |
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Principal Occupation: |
President and Treasurer, Robotti & Company, Incorporated |
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Business Address: |
52 Vanderbilt Avenue, New York, New York 10017 |
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Name: |
Joseph E. Reilly |
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(Director, Secretary) |
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Citizenship: |
U.S.A. |
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Principal Occupation: |
Director and Secretary, Robotti & Company, Incorporated |
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Business Address: |
52 Vanderbilt Avenue, New York, New York 10017 |
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Name: |
Kenneth R. Wasiak |
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(Director) |
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Citizenship |
U.S.A. |
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Principal Occupation: |
Consultant, Pustorino, Puglisi & Co., P.C. |
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Business Address: |
515 Madison Avenue, New York, New York 10022 |
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