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.
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(Name of Issuer)
Common Stock, par value $0.0001
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(Title of Class of Securities)
982569105
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(CUSIP Number)
February 7, 2007
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(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).
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 2,100,036
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 2,100,036
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,100,036
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 10
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 2,100,036
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 2,100,036
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,100,036
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 10
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 2,100,036
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 2,100,036
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,100,036
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)
CO
Page 4 of 10
EXPLANATORY NOTE
This Amendment No. 1 (this "Statement") amends and restates in its entirety the
Schedule 13G originally filed on February 22, 2007 by and on behalf of Vision
Opportunity Master Fund, Ltd. (the "Original Schedule 13G"), including to
correct the following errors contained in the Original Schedule 13G:
o The Original Schedule 13G incorrectly reported the number of
shares beneficially owned as of February 7, 2007 as 2,962,692.
The correct number of shares beneficially owned should have
been reported as 2,100,036. The percentage of beneficial
ownership was correctly reported as 9.9%.
o The Original Schedule 13G also incorrectly reported that the
Series A Warrant was exercisable into 1,802,575 shares of
common stock. The correct number the Series A Warrant was
exercisable into should have been reported as 1,807,575 shares
of common stock.
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 430200, People's Republic of China.
Item 2.
(a) This statement (this "Statement") is being filed by (i) Vision
Opportunity Master Fund, Ltd., a Cayman Islands company (the "Fund"),
(ii) Vision Capital Advisors, LLC, a Delaware limited liability company
(formerly known as Vision Opportunity Capital Management, LLC) (the
"Investment Manager"), which serves as the investment manager of the
Fund, and (iii) Adam Benowitz, the managing member of the Investment
Manager and the Portfolio Manager for the Fund (all of the foregoing,
collectively, the "Filers"). The Fund is a private investment vehicle
formed for the purpose of investing and trading in a wide variety of
securities and financial instruments. The Fund directly owns all of the
shares reported in this Statement. Mr. Benowitz and the Investment
Manager may be deemed to share with the Fund voting and dispositive
power with respect to such shares. Each Filer disclaims beneficial
ownership with respect to any shares other than those owned directly by
such Filer.
(b) The principal business office of the 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 Investment Manager and Mr.
Benowitz is:
20 West 55th Street, 5th Floor
New York, New York 10019
USA
Page 5 of 10
(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).
Not applicable.
Item 4. Ownership.
See Items 5-9 and 11 on the cover page for each Filer, and Item 2, which
information is given as of February 7, 2007 and is based on 19,712,446 shares of
Common Stock outstanding as of February 7, 2007, as reported on the Issuer's
Current Report on Form 8-K filed on February 13, 2007.
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: [ ]
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not applicable.
Page 6 of 10
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 7 of 10
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: November 12, 2007
ADAM BENOWITZ
VISION CAPITAL ADVISORS, LLC
VISION OPPORTUNITY MASTER FUND, LTD.
By: /s/ ADAM BENOWITZ
-------------------------------------
Adam Benowitz, for himself, as
Managing Member of the Investment
Manager and as Portfolio Manager of
the Fund
Page 8 of 10
EXHIBIT INDEX
Exhibit No. Document
1 Joint Filing Agreement
Page 9 of 10
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: November 12, 2007
ADAM BENOWITZ
VISION CAPITAL ADVISORS, LLC
VISION OPPORTUNITY MASTER FUND, LTD.
By: /s/ ADAM BENOWITZ
-------------------------------------
Adam Benowitz, for himself, as
Managing Member of the Investment
Manager and as Portfolio Manager of
the Fund
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