- Amended Statement of Ownership (SC 13G/A)
26 January 2009 - 10:01PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
CORGI INTERNATIONAL LIMITED
(Name of Issuer)
American Depositary Shares
(Title of Class of Securities)
21872Q202
(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:
þ
Rule 13d-1(b)
o
Rule 13d-1(c)
o
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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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1
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NAMES OF REPORTING PERSONS
Royal Capital Value Fund (QP), L.P.
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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
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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1,251,736
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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1,251,736
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,251,736
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.8%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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**SEE ITEM 4(b).
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1
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NAMES OF REPORTING PERSONS
RoyalCap Master Fund, L.P.
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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
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Cayman Islands
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5
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SOLE VOTING POWER
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NUMBER OF
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1,021,609
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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1,021,609
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,021,609
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.0%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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**SEE ITEM 4(b).
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1
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NAMES OF REPORTING PERSONS
Royal Capital Management, L.L.C.
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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
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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2,576,931
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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2,576,931
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,576,931
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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20.2%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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**SEE ITEM 4(b).
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1
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NAMES OF REPORTING PERSONS
Robert W. Medway
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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
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U.S. Citizen
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5
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SOLE VOTING POWER
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NUMBER OF
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2,576,931
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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2,576,931
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,576,931
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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20.2%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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**SEE ITEM 4(b).
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1
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NAMES OF REPORTING PERSONS
Yale M. Fergang
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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
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U.S. Citizen
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5
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SOLE VOTING POWER
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|
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NUMBER OF
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2,576,931
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|
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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|
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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|
PERSON
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2,576,931
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,576,931
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|
10
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
|
o
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|
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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20.2%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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**SEE ITEM 4(b).
SCHEDULE 13G/A
This Amendment No. 3 to the Schedule 13G (the Schedule 13G), is being filed on behalf of
Royal Capital Value Fund (QP), L.P. (Royal Qualified), a Delaware limited partnership, RoyalCap
Value Master Fund, L.P., a Cayman Islands exempted limited partnership (Royal Master), Royal
Capital Management, L.L.C. (Royal Management), a Delaware limited liability company, Mr. Robert
W. Medway and Mr. Yale M. Fergang, relating to American Depositary Shares and underlying Ordinary
Shares, par value HK$3.00 per share (the American Depositary Shares), of Corgi International
Limited, a Hong Kong corporation (the Issuer).
This Schedule 13G relates to American Depositary Shares of the Issuer purchased by Royal
Management for the accounts of (i) Royal Capital Value Fund, L.P. (Royal Fund), a Delaware
limited partnership, (ii) Royal Qualified, (iii) Royal Master and (iv) a separate managed account
(the Account). Royal Management acts as investment manager Royal Fund, Royal Qualified, Royal
Master and the Account. Messrs. Medway and Fergang are the principals of Royal Management.
Item 1(a) Name of Issuer.
Corgi International Limited
Item 1(b) Address of Issuers Principal Executive Offices.
Unit 711-717, 7/F, Tower A, New Mandarin Plaza,
14 Science Museum Road, TST East, Kowloon,
Hong Kong, S.A.R., China.
Item 2(a) Name of Person Filing.
Royal Capital Value Fund (QP), L.P., RoyalCap Value Master Fund, L.P., Royal Capital
Management, L.L.C., Messrs. Robert W. Medway and Yale M. Fergang.
Item 2(b) Address of Principal Business Office, or, if none, Residence.
623 Fifth Avenue, 24
th
Floor
New York, New York 10022
Item 2(c) Citizenship or Place of Organization.
Royal Qualified is a Delaware limited partnership. Royal Master is a Cayman Islands
exempted limited partnership. Royal Management is a Delaware limited liability
company. Robert W. Medway and Yale M. Fergang are the principals of Royal Management
and are United States citizens.
Item 2(d) Title of Class of Securities.
American Depositary Shares
Item 2(e) CUSIP Number.
21872Q202
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:
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(a)
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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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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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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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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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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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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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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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A savings association 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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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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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4
Ownership.
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(a)
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Royal Qualified is the beneficial owner of 1,251,736 American
Depository Shares. Royal Master is the beneficial owner of 1,021,609 American
Depository Shares. Royal Management, and Messrs. Medway and Fergang are the
beneficial owners of 2,576,931 American Depositary Shares.
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(b)
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Royal Qualified is the beneficial owner of 9.8% of the
outstanding American Depository Shares. Royal Master is the beneficial owner
of 8.0% of the outstanding American Depository Shares. Royal Management, and
Messrs. Medway and Fergang are the beneficial owners of 20.2% of the
outstanding American Depositary Shares. The denominator for determining these
percentages is 12,793,341, the number of American Depository Shares issued and
outstanding as of September 31, 2008, as reported in the Financial Statements
included in the Issuers Form 6-K filed December 31, 2008.
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(c)
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Royal Qualified has the sole power to vote and dispose of the
1,251,736 American Depositary Shares held by it. Royal Master has the sole
power to vote and dispose of the 1,021,609 American Depositary Shares held by
it. Royal Management and Messrs. Yale and Fergang have the sole power to vote
and dispose of the 2,576,931 American Depositary Shares beneficially owned by
them.
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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.
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.
Exhibits
Exhibit 1
Joint Filing Agreement by and among the reporting persons.
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: January 26, 2009
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ROYAL CAPITAL VALUE FUND (QP), L.P.
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By:
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Royal Capital Partners, LLC, its general partner
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By:
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/s/ Yale M. Fergang
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Name:
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Yale M. Fergang
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Title:
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Managing Member
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ROYALCAP VALUE MASTER FUND, L.P.
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By:
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RoyalCap Partners, LLC, its general partner
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By:
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/s/ Yale M. Fergang
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Name:
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Yale M. Fergang
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Title:
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Managing Member
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ROYAL CAPITAL MANAGEMENT, L.L.C.
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By:
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/s/ Yale M. Fergang
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Name:
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Yale M. Fergang
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Title:
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Managing Member
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/s/ Robert W. Medway
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ROBERT W. MEDWAY
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/s/ Yale M. Fergang
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YALE M. FERGANG
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EXHIBIT INDEX
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Exhibit No.
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Description
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1
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Joint Filing Agreement by and among the reporting persons.
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