|
1.
|
Names
of Reporting
Persons.
Hallador Alternative
Assets Fund LLC
I.R.S.
Identification Nos. of above persons (entities only).
|
20-1064809
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
o
o
|
|
3
|
SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
|
N/A
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
N/A
|
|
6.
|
Citizenship
or Place of Organization
|
Delaware
|
|
Number
of
Shares
Beneficially
by
Owned
by
Each
Reporting
Person
With
|
7.
Sole Voting Power
|
0
|
|
8.
Shared Voting Power.
|
3,174,188
|
|
|
9.
Sole Dispositive Power
|
0
|
|
|
10. Shared
Dispositive Power
|
3,174,188
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
3,174,188
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions
|
o
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
11.7%(2)
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
OO(1)
|
|
1.
|
Names
of Reporting
Persons. Hallador Investment Advisors
Inc.
I.R.S.
Identification Nos. of above persons (entities only).
|
20-1067386
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
o
o
|
|
3
|
SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
|
N/A
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
N/A
|
|
6.
|
Citizenship
or Place of Organization
|
Delaware
|
|
Number
of
Shares
Beneficially
by
Owned
by
Each
Reporting
Person
With
|
7.
Sole Voting Power
|
0
|
|
8.
Shared Voting Power
|
3,174,188
|
|
|
9.
Sole Dispositive Power
|
0
|
|
|
10.
Shared Dispositive Power
|
3,174,188
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
3,174,188
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
o
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
11.7%(2)
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
CO
|
|
|
(2)
|
Based
on 27,241,356 shares of common stock issued and outstanding as of
September 25, 2009, as confirmed by
Hallador.
|
|
1.
|
Names
of Reporting
Persons.
Silvertip
Management LLC.
I.R.S.
Identification Nos. of above persons (entities only).
|
20-1406481
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
o
o
|
|
3
|
SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
|
N/A
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
N/A
|
|
6.
|
Citizenship
or Place of Organization
|
Delaware
|
|
Number
of
Shares
Beneficially
by
Owned
by
Each
Reporting
Person
With
|
7.
Sole Voting Power
|
0
|
|
8.
Shared Voting Power
|
3,174,188
|
|
|
9.
Sole Dispositive Power
|
0
|
|
|
10. Shared
Dispositive Power
|
3,174,188
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
3,174,188
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
o
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
11.7%(2)
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
OO(1)
|
|
(1)
|
Limited
Liability Company
|
|
(2)
|
Based
on 27,241,356 shares of common stock issued and outstanding as of
September 25, 2009, as confirmed by
Hallador.
|
|
1.
|
Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only).
|
David
C. Hardie
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
o
o
|
|
3
|
SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
|
N/A
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
N/A
|
|
6.
|
Citizenship
or Place of Organization
|
United
States
|
|
Number
of
Shares
Beneficially
by
Owned
by
Each
Reporting
Person
With
|
7.
Sole Voting Power
|
0
|
|
8.
Shared Voting Power
|
4,270,544
|
|
|
9.
Sole Dispositive Power
|
0
|
|
|
10. Shared
Dispositive Power
|
4,270,544
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
4,270,544
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
o
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
15.7%(2)
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
IN
|
|
(2)
|
Based
on 27,241,356 shares of common stock issued and outstanding as of
September 25, 2009, as confirmed by
Hallador.
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
|
Steven
Hardie
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
o
o
|
|
3
|
SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
|
N/A
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)……..…
|
N/A
|
|
6.
|
Citizenship
or Place of Organization
|
United
States
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
Sole Voting Power
|
0
|
|
8
Shared Voting Power
|
3,472,503
|
|
|
9. Sole
Dispositive Power
|
0
|
|
|
10.
Shared Dispositive Power
|
3,472,503
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
3,472,503
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
o
|
|
13.
|
Percent
of Class Represented by Amount in Row (11
|
12.7%(2)
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
IN
|
|
|
(i)
|
Hallador
Alternative Assets Fund LLC, a limited liability company organized under
the laws of the State of Delaware. Hallador Alternative Assets
Fund is a private equity investment fund directed or controlled by its
managing members, Silvertip Management LLC, David C. Hardie and Steven
Hardie.
|
|
|
(ii)
|
Hallador
Investment Advisors, Inc., a corporation organized under the laws of the
state of Delaware (“HIA”). HIA manages Hallador Equity Fund,
Hallador Fixed Income Fund, Hallador Alternative Assets Fund LLC and Harco
Investors. HIA is the investment advisor to Hallador
Alternative Assets Fund LLC and as such, has voting and dispositive power
with respect to the investments of Hallador Alternative Assets
Fund.
|
|
|
(iii)
|
Silvertip
Management LLC, a limited liability company organized under the laws of
the state of Delaware (“Silvertip”). Silvertip is a Managing
Member and General Partner of Hallador Alternative Assets Fund LLC and as
such, has voting and dispositive power with respect to the investments of
Hallador Alternative Assets Fund.
|
|
|
(iv)
|
David
C. Hardie is a United States citizen. He is President of HIA
and Managing Member of Hallador Alternative Assets Fund LLC and
Silvertip. Additionally he serves as a director and partner of
other private equity entities that are owned by members of his
family. As a result of the foregoing, Mr. David Hardie may be
deemed beneficially to own the securities of the Issuer owned by
HIA.
|
|
|
(iv)
|
Steven
Hardie is a United States citizen. He is Vice President of HIA,
Managing Member of Silvertip and Managing Member of Hallador Alternative
Assets Fund LLC. Additionally he serves as a director and
partner of other private equity entities that are owned by members of his
family. As a result of the foregoing, Mr. Steven Hardie may be
deemed beneficially to own the securities of the Issuer owned by HIA.
Additionally, Steven Hardie is married to Sandra Hardie, trustee of the
Sandra Hardie Trust, and as a result, may be deemed beneficially to own
the securities of the Issuer owned by the Sandra Hardie
Trust.
|
|
|
b.
|
Residence
or Business Address:
|
|
|
(i)
|
The
address of Hallador Alternative Assets Fund is 555 Dale Drive, Incline
Village, NV 89451.
|
| (ii) | The address of HIA is 555 Dale Dr., Incline Village, NV 89451. |
| (iii) The address of Silvertip is 555 Dale Dr., Incline Village, NV 89451. | ||
| (iv) The address of Mr. David Hardie is 555 Dale Drive, Incline Village, NV 89451. | ||
| (v) The address of Mr. Steven Hardie is 555 Dale Drive, Incline Village, NV 89451. | ||
|
c.
|
None
of the Reporting Persons, within the last five years, have been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
|
|
|
|
d.
|
None
of the Reporting Persons, during the last five years, have been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction, which as a result of such proceeding, were or are subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to United States federal or
state securities laws or finding any violation with respect to such
laws.
|
|
(a)
|
(i)
|
Hallador
Alternative Assets Fund LLC beneficially owns 3,174,188 Shares, or 11.7%
of the Shares.
|
|
|
(ii)
|
The
amount of Shares considered to be beneficially owned by HIA by reason of
its voting and dispositive powers with respect to Hallador Alternative
Assets Funds investments is 3,174,188 Shares, or 11.7% of the
Shares.
|
|
|
(iii)
|
The
amount of Shares considered to be beneficially owned by Silvertip by
reason of its voting and dispositive powers with respect to Hallador
Alternative Assets Funds investments is 3,174,188 Shares, or 11.7% of the
Shares.
|
|
|
(iv)
|
Mr.
David Hardie, by reason of being President of HIA and Managing Member of
Hallador Alternative Assets Fund LLC and Silvertip, may also be deemed to
beneficially own such 3,174,188 Shares. Additionally, Mr.
Hardie is an executive officer of Browns Valley, Inc., which is deemed to
directly or indirectly control the holdings of Robert C. Hardie, L.P., as
its General Partner or 823,041 Shares. Further, as a director of Hallador,
Inc., he may be deemed to directly or indirectly control its holdings, or
298,315 Shares.
|
|
|
(v)
|
Mr.
Steven Hardie, by reason of being Vice President of HIA and Managing
Member of Hallador Alternative Assets Fund LLC and Silvertip, may also be
deemed to beneficially own such 3,174,188 Shares. Additionally, as a
director of Hallador, Inc., Mr. Hardie may be deemed to directly or
indirectly control its holdings, or 298,315 Shares. Further, Mr. Hardie is
married to Sandra Hardie, trustee of the Sandra Hardie Trust, and as such
he may be deemed to directly or indirectly control the Sandra Hardie Trust
holdings, or 25,000 Shares
|
|
|
(b)
|
The
following table sets forth the number of Shares as to which the Reporting
Persons have (i) the sole power to vote or direct the voting of the
Shares, (ii) the sole power to dispose or to direct the disposition of the
Shares or (iii) shared power to vote or direct the vote or dispose or
direct disposition of the Shares:
|
|
Reporting Person
|
Sole
Voting Power
|
Sole
Power of
Disposition
|
Shared
Voting and
Power of Disposition
|
|||||||||
|
Hallador
Alternative Assets Fund LLC
|
0 | 0 | 3,174,188 | |||||||||
|
Hallador
Investment Advisors, Inc.
|
0 | 0 | 3,174,188 | |||||||||
|
Silvertip
Management LLC
|
0 | 0 | 3,174,188 | |||||||||
|
David
C. Hardie
|
0 | 0 | 4,270,544 | |||||||||
|
Steven
Hardie
|
0 | 0 | 3,472,503 | |||||||||
|
(c)
|
For
the information describing transactions of the Reporting Persons’ Shares
within the last sixty (60) days, see Item 3
above.
|
|
(d)
|
(i)
|
Hallador
Alternative Assets Fund LLC has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of
3,174,188 Shares.
|
|
|
(ii)
|
Hallador
Investment Advisors, having beneficial ownership over 3,174,188 Shares,
has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of 3,174,188
Shares.
|
|
|
(iii)
|
Silvertip
Management LLC, having beneficial ownership over 3,174,188 Shares, has the
right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of 3,174,188
Shares.
|
|
|
(iv)
|
Mr.
David C. Hardie, being deemed to have beneficial ownership over 4,270,544
Shares, has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of 4,270,544
Shares.
|
|
|
(v)
|
Mr.
Steven Hardie, being deemed to have beneficial ownership over 3,472,503
Shares, has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of 3,472,503
Shares.
|
|
(e)
|
Not
applicable.
|
|
Item 6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
|
Item 7.
|
Materials to be Filed
as Exhibits.
|
|
Hallador
Alternative Assets Fund LLC
|
|
|
/s/
David C. Hardie
|
|
|
By:
David C. Hardie
|
|
|
Its:
Managing Member
|
|
|
Dated:
October 2, 2009
|
Hallador
Investment Advisors, Inc.
|
|
/s/
David C. Hardie
|
|
|
/s/
David C. Hardie
|
|
|
By:
David C. Hardie
|
|
|
Its:
President
|
|
|
Dated:
October 2, 2009
|
Silvertip
Management LLC
|
|
/s/
Steven Hardie
|
|
|
By:
Steven Hardie
|
|
|
Its:
Managing Member
|
|
|
Dated:
October 2, 2009
|
David
C. Hardie
|
|
/s/
David C. Hardie
|
|
|
By:
David C. Hardie
|
|
|
Dated:
October 2, 2009
|
Steven
Hardie
|
|
/s/
Steven Hardie
|
|
|
By:
Steven
Hardie
|