SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 1 to
SCHEDULE
13D
(Rule
13d-101)
Information
to be Included in Statements Filed Pursuant
to
Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule
13d-2(a)
PROSPECT ACQUISITION
CORP.
COMMON STOCK, $0.0001 PAR
VALUE
(Title of
Class of Securities)
74347T103
(CUSIP
Number)
Kenneth
J. Abdalla
15332
Antioch Street #528
Pacific
Palisades, CA 90272
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
October 30, 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, and is filing this
schedule because of Rule 13d-1(e), 13d-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(b) for other parties
to whom copies are to be sent.
(Continued
on following pages)
(Page 1
of 6 Pages)
*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).
SCHEDULE
13D
1
|
NAME OF REPORTING
PERSON
MALIBU PARTNERS
LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF
FUNDS*
PF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
CALIFORNIA
|
NUMBER OF
SHARES
BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING
POWER
726,661
SHARES OF COMMON
STOCK
|
8
|
SHARED VOTING
POWER
0
SHARES OF COMMON
STOCK
|
9
|
SOLE DISPOSITIVE
POWER
726,661
SHARES OF COMMON
STOCK
|
10
|
SHARED DISPOSITIVE
POWER
0
SHARES
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
726,661
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES*
|
13
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
2.3%
|
14
|
TYPE OF REPORTING
PERSON*
OO (Limited Liability
Company)
|
|
*SEE INSTRUCTIONS BEFORE FILLING
OUT!
|
SCHEDULE
13D
1
|
NAME OF REPORTING
PERSON
KENNETH J.
ABDALLA
|
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF
FUNDS*
PF
|
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
BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING
POWER
5,090,259
SHARES OF COMMON
STOCK
|
8
|
SHARED VOTING
POWER
0 SHARES OF COMMON
STOCK
|
9
|
SOLE DISPOSITIVE
POWER
1,453,921
SHARES OF COMMON
STOCK
|
10
|
SHARED DISPOSITIVE
POWER
0 SHARES
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
5,090,259
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES*
|
13
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
16.3%
|
14
|
TYPE OF REPORTING
PERSON*
IN
|
|
*SEE INSTRUCTIONS BEFORE FILLING
OUT!
|
SCHEDULE
13D
1
|
NAME OF REPORTING
PERSON
BROAD BEACH PARTNERS
LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF
FUNDS*
PF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
CALIFORNIA
|
NUMBER OF
SHARES
BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING
POWER
727,260
SHARES OF COMMON
STOCK
|
8
|
SHARED VOTING
POWER
0
SHARES OF COMMON
STOCK
|
9
|
SOLE DISPOSITIVE
POWER
727,260
SHARES OF COMMON
STOCK
|
10
|
SHARED DISPOSITIVE
POWER
0
SHARES
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
727,260
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES*
|
13
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
2.3%
|
14
|
TYPE OF REPORTING
PERSON*
OO (Limited Liability
Company)
|
|
*SEE INSTRUCTIONS BEFORE FILLING
OUT!
|
1
|
NAME OF REPORTING
PERSON
The Malibu Companies,
LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF
FUNDS*
PF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
CALIFORNIA
|
NUMBER OF
SHARES
BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING
POWER
3,636,338
SHARES OF COMMON
STOCK
|
8
|
SHARED VOTING
POWER
0
SHARES OF COMMON
STOCK
|
9
|
SOLE DISPOSITIVE
POWER
0
SHARES OF COMMON
STOCK
|
10
|
SHARED DISPOSITIVE
POWER
0
SHARES
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,636,338
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES*
|
13
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
11.6%
|
14
|
TYPE OF REPORTING
PERSON*
OO (Limited Liability
Company)
|
|
*SEE INSTRUCTIONS BEFORE FILLING
OUT!
|
Item
1.
Security and
Issuer
This
Schedule 13D relates to the common stock, par value $0.0001 per share (“Common
Stock”) of Prospect Acquisition Corp. (the “Issuer”). The address of
the principal executive office of the Issuer is 9130 Galleria Court, Suite 318,
Naples, Florida. The 5,090,259 shares of Common Stock that are the
subject of this Schedule 13D are owned by Malibu Partners, LLC, Broad Beach
Partners, LLC, and The Malibu Companies, LLC. Malibu Partners, LLC directly owns
726,661 shares of Common Stock, Broad Beach Partners, LLC directly owns 727,260
shares of Common Stock, and The Malibu Companies, LLC directly owns the voting
rights with respect to 3,636,338 shares of Common Stock acquired as part of the
purchase of options with respect to such shares (the “Option Purchase
Agreements”). Kenneth J. Abdalla is the managing member of each of
Malibu Partners, LLC, Broad Beach Partners, LLC and The Malibu Companies,
LLC.
Item 2.
|
Identity
and Background
|
(a)
|
This
Statement is filed on behalf of:
|
(2)
|
The Malibu Companies,
LLC
|
(3)
|
Broad Beach Partners LLC;
and
|
(b)
|
The
address of the above persons is:
|
|
15332
Antioch Street #528
Pacific
Palisades, CA 90272
|
|
|
(c)
|
The
principal occupation and business of Mr. Abdalla; Malibu Partners, LLC,
The Malibu Companies, LLC and Broad Beach Partners, LLC is investing in
securities.
|
(d)
|
Mr.
Abdalla, Malibu Partners, LLC, The Malibu Companies, LLC and Broad Beach
Partners, LLC have not, during the last five (5) years, been convicted in
a criminal proceeding (excluding traffic violation or similar
misdemeanors).
|
(e)
|
Mr.
Abdalla, Malibu Partners LLC, the Malibu Companies, LLC and Broad Beach
Partners LLC have not, during the last five (5) years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, 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.
|
(f)
|
Mr.
Abdalla is an American citizen. Malibu Partners, LLC, The
Malibu Companies, LLC and Broad Beach Partners, LLC are each a limited
liability company organized in the state of
California.
|
Item 3.
|
Source
and Amount of Funds or Other
Consideration
|
Mr.
Abdalla, Malibu Partners, LLC, the Malibu Companies, LLC and Broad Beach
Partners, LLC used their personal funds to purchase the securities.
Item 4.
|
Purpose
of Transaction
|
The
Reporting Persons acquired the shares for personal investment
purposes. Mr. Abdalla, Malibu Partners, LLC and Broad Beach Partners,
LLC may acquire additional shares of the Issuer to the extent he believes such
acquisition(s) are in line with his investment goal.
Mr.
Abdalla anticipates being actively involved in both (a) the negotiation of
merger terms with respect to the Issuer’s upcoming business combination and (b)
the composition of the Issuer’s board of directors.
Item 5.
|
Interest
in Securities of the Issuer
|
(a), (b) Mr. Abdalla,
Malibu Partners, LLC,
T
he Malibu Companies, LLC
and Broad Beach Partners
,
LLC
are the beneficial owners of
5,090,259
, shares
of common stock in the Issuer,
representing approximately 16.3% of outstanding shares. Mr. Abdalla
has voting and dispositive power with respect to 1,453,921 shares of Common
Stock and voting power with respect to 3,636,338 shares of Common
Stock.
(c)
During the past 60 days,
Mr. Abdalla, Malibu Partners, LLC, the Malibu Companies, LLC and Broad Beach
Partners, LLC effected transactions in the shares of common stock of Prospect
Acquisition Corp. as set forth below. All such transactions were made
on the NYSE Amex.
Date
|
Quantity
|
Price
|
Transaction
|
|
|
|
|
10/20/2009
|
700,021
|
$9.87
|
Purchase
|
10/21/2009
|
600
|
$9.85
|
Purchase
|
10/22/2009
|
174,000
|
$9.90
|
Purchase
|
10/23/2009
|
579,300
|
$9.90
|
Purchase
|
(d) N/A
(e) N/A
Item 6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
The
Malibu Companies, LLC executed agreements with stockholders governing
3,636,338 shares of the Issuer, giving Mr. Abdalla, the right to direct the vote
of 3,636,338 shares of the Issuer. Until such time the options are
exercised, the stockholder will vote against the business combination and demand
redemption of the Common Stock. Confidential Treatment is requested
with respect to certain portions of these agreements.
Item 7.
|
Material
to be Filed as Exhibits
|
*Exhibit 10.1 Option Purchase
Agreement dated
October
14,
2009 by and between The
Malibu Companies, LLC and a stockholder of the Issuer.
(1)
*Exhibit 10.2
Option Purchase Agreement dated
October 16,
2009 by and between The Malibu
Companies, LLC and a stockholder of the Issuer.
(1)
*Exhibit 10.3
Option Purchase Agreement dated
October 21,
2009 by and between The Malibu
Companies, LLC and a stockholder of the Issuer.
(1)
*Exhibit 10.4
Option Purchase Agreement
dated
October
30,
2009 by and between The
Malibu Companies, LLC and a stockholder of the Issuer.
*Confidential treatment is requested for
certain portions of this exhibit pursuant to 17 C.F.R. Sections 200.8(b)(4) and
240.24b-2.
(1) Previously filed on the Schedule
13D, filed with the Securities and Exchange Commission on EDGAR on October 27,
2009.
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.
Dated as
of this 30
th
day of
October, 2009.
By:
|
/s/ Kenneth J. Abdalla
|
|
|
Name:
Kenneth
J. Abdalla
|
|
|
Title:
Managing
Member
|
|
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 as
of this 30
th
day of
October, 2009.
MALIBU
PARTNERS LLC
By:
|
/s/ Kenneth J. Abdalla
|
|
|
Name:
Kenneth
J. Abdalla
|
|
|
Title:
Managing
Member
|
|
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 as
of this 30
th
day of
October, 2009.
BROAD
BEACH PARTNERS LLC
By:
|
/s/ Kenneth J. Abdalla
|
|
|
Name:
Kenneth
J. Abdalla
|
|
|
Title:
Managing
Member
|
|
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 as
of this 30
th
day of
October, 2009.
THE
MALIBU COMPANIES, LLC
By:
|
/s/ Kenneth J. Abdalla
|
|
|
Name:
Kenneth
J. Abdalla
|
|
|
Title:
Managing
Member
|
|
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