SC 13G/A 1 d296445dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

 

Hampton Roads Bankshares, Inc.

(Name of issuer)

 

 

 

Common Stock, par value $0.01 per share

(Title of class of securities)

 

409321502

(CUSIP number)

 

December 31, 2011

(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).

 

 

 

SCHEDULE 13G/A

 

CUSIP No. 409321502   Page 2 of 8 Pages

 

  (1)   

Names of reporting persons

 

Fir Tree Value Master 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

 

Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with:

   

(5) 

   

Sole voting power

 

0

  

(6)

   

Shared voting power

 

2,187,944

  

(7)

   

Sole dispositive power

 

0

  

(8)

   

Shared dispositive power

 

2,187,944

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

2,187,944

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

6.3%

(12)

  

Type of reporting person (see instructions)

 

PN

* SEE INSTRUCTIONS BEFORE FILLING OUT

SCHEDULE 13G/A

 

CUSIP No. 409321502

   Page 3 of 8 Pages

 

  (1)   

Names of reporting persons

 

Fir Tree REOF II Master Fund, 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

shares

beneficially

owned by

each

reporting

person

with:

   

(5) 

   

Sole voting power

 

0

  

(6)

   

Shared voting power

 

1,117,394

  

(7)

   

Sole dispositive power

 

0

  

(8)

   

Shared dispositive power

 

1,117,394

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

1,117,394

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

3.2%

(12)

  

Type of reporting person (see instructions)

 

PN

* SEE INSTRUCTIONS BEFORE FILLING OUT

SCHEDULE 13G/A

 

CUSIP No. 409321502   Page 4 of 8 Pages

 

  (1)   

Names of reporting persons

 

Fir Tree, Inc.

  (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

 

New York

Number of

shares

beneficially

owned by

each

reporting

person

with:

   

(5) 

   

Sole voting power

 

0

  

(6)

   

Shared voting power

 

3,305,338

  

(7)

   

Sole dispositive power

 

0

  

(8)

   

Shared dispositive power

 

3,305,338

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

3,305,338

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

9.6%

(12)

  

Type of reporting person (see instructions)

 

CO

* SEE INSTRUCTIONS BEFORE FILLING OUT

SCHEDULE 13G/A

This Amendment No. 2 to the Schedule 13G (this “Amendment”) is being filed on behalf of Fir Tree Value Master Fund, L.P., a Cayman Islands exempted limited partnership (“Fir Tree Value”), Fir Tree REOF II Master Fund, LLC, a Delaware limited liability company (“Fir Tree REOF”), and Fir Tree, Inc., a New York corporation (“Fir Tree”), relating to Common Stock, par value $0.01 per share (the “Common Stock”), issued by Hampton Roads Bankshares, Inc., a Virginia corporation (the “Issuer”), purchased by Fir Tree Value and Fir Tree REOF. Fir Tree is the investment manager of each of Fir Tree Value and Fir Tree REOF. Fir Tree Value, Fir Tree REOF and Fir Tree are collectively referred to herein as the “Reporting Persons.”

 

Item 1(a) Name of Issuer.

     Hampton Roads Bankshares, Inc.

 

Item 1(b) Address of Issuer’s Principal Executive Offices.

     999 Waterside Dr., Suite 200

     Norfolk, Virginia 23510

 

Item 2(a) Name of Person Filing.

 

Item 2(b) Address of Principal Business Office.

 

Item 2(c) Place of Organization.

     Fir Tree Value Master Fund, L.P.

     c/o Citco Fund Services (Cayman Islands) Limited

     89 Nexus Way, Camana Bay

     Box 31106

     A Cayman Islands exempted limited partnership

     Fir Tree REOF II Master Fund, LLC

     c/o Fir Tree, Inc.

     505 Fifth Avenue

     23rd Floor

     New York, New York 10017

     A Delaware limited liability company

     Fir Tree, Inc.

     505 Fifth Avenue

     23rd Floor

     New York, New York 10017

     A New York corporation

Fir Tree is the investment manager of each of Fir Tree Value and Fir Tree REOF, and has been granted investment discretion over portfolio investments, including the Common Stock, held by Fir Tree Value and Fir Tree REOF.

 

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Item 2(d) Title of Class of Securities.

     Common Stock, par value $0.01 per share (the “Common Stock”)

 

Item 2(e) CUSIP Number.

     409321502

 

Item 3 Reporting Person.

     The person filing is not listed in Items 3(a) through 3(j).

 

Item 4 Ownership.

 

  (a)

Fir Tree Value is the beneficial owner of 2,187,944 shares of Common Stock. Fir Tree REOF is the beneficial owner of 1,117,394 shares of Common Stock. Fir Tree may be deemed to beneficially own the shares of Common Stock held by Fir Tree Value and Fir Tree REOF as a result of being the investment manager of each of Fir Tree Value and Fir Tree REOF.

 

  (b)

Fir Tree Value and Fir Tree REOF beneficially own 2,187,944 and 1,117,394 shares of Common Stock, respectfully, which represents approximately 6.3% and 3.2%, respectfully, of the shares of Common Stock outstanding. Collectively, the Reporting Persons beneficially own 3,305,338 shares of Common Stock, which represents approximately 9.6% of the Common Stock outstanding. These percentages were determined by dividing the number of shares of Common Stock beneficially held by each of the Reporting Persons, by 34,561,090, the number of shares of Common Stock issued and outstanding as of October 31, 2011, as reported in the Issuer’s Form 10-Q filed on November 14, 2011.

 

  (c)

Fir Tree Value may direct the vote and disposition of 2,187,944 shares of Common Stock. Fir Tree REOF may direct the vote and disposition of 1,117,394 of Common Stock. Fir Tree has been granted investment discretion over the Common Stock held by Fir Tree Value and Fir Tree REOF, and thus, has the shared power to direct the vote and disposition of 3,305,338 shares of Common Stock.

 

Item 5 Ownership of Five Percent or Less of a Class.

     Inapplicable.

 

Item 6 Ownership of More Than Five Percent on Behalf of Another Person.

     Inapplicable.

 

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

     Inapplicable.

 

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Item 8 Identification and Classification of Members of the Group.

     Inapplicable.

 

Item 9 Notice of Dissolution of Group.

     Inapplicable.

 

Item 10 Certification.

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.

 

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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.

Date: February 10, 2012

    FIR TREE VALUE MASTER FUND, L.P.
    By:  

FIR TREE, INC., its Manager

      By:  

/s/ James Walker

     

Name:

Title:

  

James Walker

Managing Director

 

    FIR TREE REOF II MASTER FUND, LLC
    By:  

FIR TREE, INC., its Manager

      By:  

/s/ James Walker

     

Name:

Title:

  

James Walker

Managing Director

 

    FIR TREE, INC.
    By:  

/s/ James Walker

    Name:  

James Walker

    Title:  

Managing Director

 

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