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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
(Name
of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
(CUSIP Number)
December 31, 2007
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(Date of Event which Requires Filing of this
Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is
filed:
_________________________
*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 previously 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 (the “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
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only)
Skystone Advisors LLC
Kerry Nelson
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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)
o
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(b)
o
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Skystone Advisors LLC -- Delaware
Kerry Nelson -- United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
Skystone Advisors LLC -- 0 shares
Kerry Nelson -- 0 shares
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6 Shared Voting Power
Skystone Advisors LLC – 723,898 shares
Kerry Nelson – 723,898 shares
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7 Sole Dispositive Power
Skystone Advisors LLC -- 0 shares
Kerry Nelson -- 0 shares
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8 Shared Dispositive Power
Skystone Advisors LLC – 723,898 shares
Kerry Nelson – 723,898 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting
Person
Skystone Advisors LLC – 723,898 shares
Kerry Nelson – 723,898 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
o
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11
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Percent of Class Represented by Amount in Row
(9)**
Skystone Advisors LLC – 6.1%
Kerry Nelson – 6.1%
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12
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Type of Reporting Person (See Instructions)
Skystone Advisors LLC -- OO (Limited Liability
Company)
Kerry Nelson -- IN
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** All percentage ownerships reported herein are based on
11,878,463 shares of Common Stock outstanding as of December 7, 2007, as reported by
the issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on December 7, 2007. Each of the Reporting Persons disclaims beneficial
ownership of the shares reported herein except to the extent of its or her pecuniary
interest therein.
Item
1.
(a)
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Name of Issuer
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America’s Car-Mart, Inc.
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(b)
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Address of Issuer’s Principal Executive
Offices
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802 Southeast Plaza Ave., Suite 200
Bentonville, Arkansas 72712
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Item
2.
(a)
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Name of Person Filing
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Skystone Advisors LLC
Kerry Nelson
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(b)
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Address of Principal Business Office or, if none,
Residence
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Skystone Advisors LLC
Two International Place, Suite 1800
Boston, MA 02110
Kerry Nelson
c/o Skystone Advisors LLC
Two International Place, Suite 1800
Boston, MA 02110
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(c)
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Citizenship
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Skystone Advisors LLC -- Delaware
Kerry Nelson -- United States
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(d)
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Title of Class of Securities
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Common Stock, par value $0.01 per share
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(e)
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CUSIP Number
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03062T105
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Item
3.
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If this statement is filed pursuant to
§§240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a:
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(a)
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o
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Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o);
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
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(c)
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o
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Insurance Company as defined in Section 3(a)(19) of the
Act;
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(d)
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o
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Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8);
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(e)
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o
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An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance
with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person in accordance
with § 240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
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(j)
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o
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Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
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Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a)
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Amount Beneficially Owned ***
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Skystone Advisors LLC – 723,898 shares
Kerry Nelson – 723,898 shares
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(b)
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Percent of Class
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Skystone Advisors LLC – 6.1%
Kerry Nelson – 6.1%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote
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Skystone Advisors LLC -- 0 shares
Kerry Nelson -- 0 shares
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(ii)
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shared power to vote or to direct the vote
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Skystone Advisors LLC – 723,898 shares
Kerry Nelson – 723,898 shares
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(iii)
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sole power to dispose or to direct the disposition
of
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Skystone Advisors LLC -- 0 shares
Kerry Nelson -- 0 shares
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(iv)
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shared power to dispose or to direct the disposition
of
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Skystone Advisors LLC – 723,898 shares
Kerry Nelson – 723,898 shares
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*** Shares reported herein for Skystone Advisors LLC and Kerry
Nelson represent shares held by HSO Limited Partnership and HSE Master Fund Limited
Partnership. Skystone Advisors LLC is the investment member of the general partner of
HSO Limited Partnership and the general partner of HSE Master Fund Limited Partnership.
Ms. Nelson is the managing member of Skystone Advisors LLC.
Item
5.
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Ownership of Five Percent or Less of a
Class
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If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
o
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Item
6.
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Ownership of More than Five Percent on Behalf of
Another Person
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Not applicable.
Item
7.
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Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding
Company
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Not applicable.
Item
8.
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Identification and Classification of Members of the
Group
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Not applicable.
Item
9.
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Notice of Dissolution of Group
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Not applicable.
By signing below I certify that, to the best of my 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.
SIGNATURE
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.
February 8, 2008
SKYSTONE ADVISORS LLC
Name:
Kerry Nelson
Title:
Managing Member
KERRY
NELSON
Exhibit 1
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of July 14, 2006, is by and
between Skystone Advisors LLC, a Delaware limited liability company, and Kerry Nelson,
an individual (the foregoing are collectively referred to herein as the “Skystone
Filers”).
Each of the Skystone Filers may be required to file with the United
States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with
respect to shares of common stock, par value $0.01 per share, of America’s
Car-Mart, Inc. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under
the Securities Exchange Act of 1934, as amended, the Skystone Filers hereby agree to
file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on
behalf of each of such parties, and hereby further agree to file this Joint Filing
Agreement as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Skystone
Filers upon one week’s prior written notice (or such lesser period of notice as
the Skystone Filers may mutually agree) to the other parties hereto.
Executed and delivered as of the date first above
written.
SKYSTONE ADVISORS LLC
Name: Kerry Nelson
Title: Managing Member
KERRY NELSON