UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Wuhan General Group (China), Inc.
-------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.0001
-------------------------------------------------------
(Title of Class of Securities)
982569105
-------------------------------------------------------
(CUSIP Number)
December 31, 2008
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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).
Page 1 of 13
CUSIP No. 982569105
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Adam Benowitz
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
United States
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 2,465,652
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 2,465,652
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,465,652
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
9.9%
12. Type of Reporting Person (See Instructions)
IN
Page 2 of 13
CUSIP No. 982569105
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Vision Capital Advisors, LLC (formerly known as Vision Opportunity Capital
Management, LLC)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 2,465,652
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 2,465,652
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,465,652
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
9.9%
12. Type of Reporting Person (See Instructions)
IA
Page 3 of 13
CUSIP No. 982569105
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Vision Opportunity Master Fund, Ltd.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Cayman Islands
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER See Item 4
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER See Item 4
9. Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 4
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
See Item 4
12. Type of Reporting Person (See Instructions)
CO
Page 4 of 13
CUSIP No. 982569105
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Vision Opportunity China Fund Limited
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Guernsey
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER See Item 4
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER See Item 4
9. Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 4
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
See Item 4
12. Type of Reporting Person (See Instructions)
CO
Page 5 of 13
CUSIP No. 982569105
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Vision Opportunity China LP
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Guernsey
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER See Item 4
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER See Item 4
9. Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 4
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
See Item 4
12. Type of Reporting Person (See Instructions)
PN
Page 6 of 13
CUSIP No. 982569105
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Vision Opportunity China GP Limited
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Guernsey
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER See Item 4
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER See Item 4
9. Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 4
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
See Item 4
12. Type of Reporting Person (See Instructions)
CO
Page 7 of 13
CUSIP No. 982569105
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Vision Capital Advantage Fund, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER See Item 4
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER See Item 4
9. Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 4
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
See Item 4
12. Type of Reporting Person (See Instructions)
PN
Page 8 of 13
CUSIP No. 982569105
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
VCAF GP, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER See Item 4
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER See Item 4
9. Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 4
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
See Item 4
12. Type of Reporting Person (See Instructions)
OO
Page 9 of 13
Item 1.
(a) The name of the issuer is Wuhan General Group (China), Inc. (the
"Issuer").
(b) The principal executive offices of the Issuer are located at
Canglongdao Science Park of Wuhan East Lake Hi-Tech Development Zone,
Wuhan, Hubei, PRC.
Item 2.
(a) This Statement is being filed by (i) Vision Opportunity Master Fund,
Ltd., a Cayman Islands company (the "Master Fund"), (ii) Vision
Opportunity China LP, a limited partnership organized under the laws of
Guernsey (the "China Fund"), (iii) Vision Opportunity China GP Limited,
a corporate entity organized under the laws of Guernsey (the "China
Fund GP"), which serves as the general partner of the China Fund, (iv)
Vision Opportunity China Fund Limited, a corporate entity organized
under the laws of Guernsey (the "China Fund Ltd."), which controls the
China Fund GP, (v) Vision Capital Advantage Fund, L.P., a Delaware
limited partnership ("VCAF"; and together with the Master Fund and the
China Fund, the "Funds"), (vi) VCAF GP, LLC, a Delaware limited
liability company ("VCAF GP"), which serves as the general partner of
VCAF, (vii) Vision Capital Advisors, LLC, a Delaware limited liability
company (formerly known as Vision Opportunity Capital Management, LLC)
(the "Investment Manager"), and (viii) Adam Benowitz, the Managing
Member of the Investment Manager (all of the foregoing, collectively,
the "Filers"). Each of the Funds is a private investment vehicle
engaged in investing and trading in a wide variety of securities and
financial instruments for its own account. The Funds directly
beneficially own all of the shares reported in this Statement. Mr.
Benowitz and the Investment Manager may be deemed to share with the
Funds voting and dispositive power with respect to such shares. The
China Fund GP and China Fund Ltd. may be deemed to share with the China
Fund voting and dispositive power with respect to such shares owned by
the China Fund and VCAF GP may be deemed to share with VCAF voting and
dispositive power with respect to such shares owned by VCAF. Each Filer
disclaims beneficial ownership with respect to any shares other than
those beneficially owned directly by such Filer.
(b) The principal business office of the Master Fund is:
c/o Citi Hedge Fund Services (Cayman) Limited
P.O. Box 1748
Cayman Corporate Centre
27 Hospital Road, 5th Floor
Grand Cayman KY1-1109
Cayman Islands
The principal business office of each of the China Fund, the China Fund
GP and the China Fund Ltd. is:
Suites 13 and 15
Sarnia House
Le Truchot
St Peter Port
Guernsey GY1 4NA
Page 10 of 13
The principal business office of each of VCAF, VCAF GP, the Investment
Manager and Mr. Benowitz is:
20 West 55th Street, 5th Floor
New York, New York 10019
USA
(c) For citizenship information see Item 4 of the cover page of each Filer.
(d) This Statement relates to the Common Stock, par value $0.0001 per
share, of the Issuer (the "Common Stock").
(e) The CUSIP Number of the Common Stock is listed on the cover pages
hereto.
Item 3. 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:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d) [ ] Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] 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);
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
As of December 31, 2008, the Funds collectively: (i) owned 2,312,882 shares of
Common Stock, (ii) had the ability to acquire up to 152,770 shares of Common
Stock within 60 days through the exercise or conversion of derivative
securities, and thus (iii) beneficially owned 2,465,652 shares of Common Stock,
representing 9.9% of all of the outstanding shares of Common Stock.
The foregoing percentage is based on 24,752,802 shares of Common Stock
outstanding as of November 24, 2008, as reported directly to the Filers by the
Issuer's counsel.
Item 5. Ownership of Five Percent or Less of a Class.
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: [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Page 11 of 13
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
(a) Not applicable.
(b) 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.
Page 12 of 13
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: February 10, 2009
ADAM BENOWITZ
VISION CAPITAL ADVISORS, LLC
VISION OPPORTUNITY MASTER FUND, LTD.
VCAF GP, LLC
VISION CAPITAL ADVANTAGE FUND, L.P.
By: /s/ Adam Benowitz
-------------------------------------
Adam Benowitz, for himself, as
Managing Member of the Investment
Manager, as Managing Member of VCAF
GP (for itself and on behalf of
VCAF), and as a Director of the
Master Fund
VISION OPPORTUNITY CHINA LP
VISION OPPORTUNITY CHINA GP LIMITED
VISION OPPORTUNITY CHINA FUND LIMITED
By: /s/ David Benway
-------------------------------------
David Benway, as a Director of the
China Fund GP (for itself and as
general partner of the China Fund)
and the China Fund Ltd.
Page 13 of 13
EXHIBIT INDEX
Exhibit No. Document
1 Joint Filing Agreement
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the persons named below agree to the joint filing on behalf of each of
them of a statement on Schedule 13G (including amendments thereto) with respect
to the Common Stock, par value $0.0001 per share, of Wuhan General Group
(China), Inc., and further agree that this Joint Filing Agreement be included as
an Exhibit to such joint filing. In evidence thereof, the undersigned hereby
execute this Agreement.
Dated: February 10, 2009
ADAM BENOWITZ
VISION CAPITAL ADVISORS, LLC
VISION OPPORTUNITY MASTER FUND, LTD.
VCAF GP, LLC
VISION CAPITAL ADVANTAGE FUND, L.P.
By: /s/ Adam Benowitz
-------------------------------------
Adam Benowitz, for himself, as
Managing Member of the Investment
Manager, as Managing Member of VCAF
GP (for itself and on behalf of
VCAF), and as a Director of the
Master Fund
VISION OPPORTUNITY CHINA LP
VISION OPPORTUNITY CHINA GP LIMITED
VISION OPPORTUNITY CHINA FUND LIMITED
By: /s/ David Benway
-------------------------------------
David Benway, as a Director of the
China Fund GP (for itself and as
general partner of the China Fund)
and the China Fund Ltd.