SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)*
LUMINENT MORTGAGE CAPITAL, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
550278303
(CUSIP Number)
Juan C. Bou
Arco Capital Corporation Ltd.
c/o Arco Capital Management LLC
City View Plaza Suite 800
Road 165 Km. 1.2
Guaynabo, PR 00968
(787) 993-9659
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 10, 2007
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
* 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 disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934 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 13D
This Amendment No. 1 amends and supplements the statement on Schedule 13D filed
with the Securities and Exchange Commission on August 21, 2007 (the “Original
Schedule 13D”) relating to the common stock, par value $0.001 per share (the
“Common Shares”), of Luminent Mortgage Capital, Inc., a Maryland corporation
(the “Issuer”) only to reflect the purchase by Interinvestco on August 10,
2007, of call options to purchase up to 9,000 Common Shares on or before
January 19, 2008, at a strike price of $2.50 per Common Share. Capitalized
terms used but not defined in this Amendment No. 1 have the respective meanings
assigned to them in the Original Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Sections a and b of Item 5 of the Original Schedule 13D are hereby deleted and
replaced in their entirety by the following:
(a), (b) Based on information provided by the Issuer, there were 43,303,004
Common Shares issued and outstanding as of August 17, 2007. As to each
Reporting Person, Items (7)-(11) and (13) of the applicable cover page are
incorporated herein by reference.
Pursuant to the Warrant Agreement, ARCO has the right to purchase, at a price
of $0.18 per share, at any time until the fifth anniversary of the date of the
Warrant Agreement, a combination of Common Shares and shares of a newly-created
class of non-voting preferred stock of the Issuer that in the aggregate
represent 51% of the equity of the Issuer. So long as the Issuer’s 8.125%
Convertible Senior Notes due 2027 (the “Convertible Notes”) are outstanding and
the holders of the Convertible Notes have the right to cause their Convertible
Notes to be redeemed following a change in control of the Issuer, the maximum
number of Common Shares that may be issued to ARCO upon the exercise of the
Warrants granted under the Warrant Agreement is the number that, together with
all other Common Shares beneficially owned by ARCO, would result in ARCO owning
49% of the issued and outstanding Common Shares. Based upon 43,303,004 Common
Shares outstanding, if ARCO were deemed to be the beneficial owner of the
2,625,795 Common Shares reported in this statement as beneficially owned by
other Reporting Persons, the maximum number of Common Shares that ARCO could
acquire upon exercise of the Warrants would be 38,979,052. ACM does not
directly own any Common Shares or the right to acquire any Common Shares,
however ACM acts as ARCO’s investment adviser and accordingly may be deemed to
share beneficial ownership of the Common Shares issuable on exercise of the
Warrants.
WGC directly owns 150,000 Common Shares (representing approximately 0.35% of
the Common Shares outstanding). WGC is wholly owned by Ailsa Craig, which
therefore may be deemed to share beneficial ownership of those Common Shares.
Jay Johnston, as the general partner of Ailsa Craig, also may be deemed to
share beneficial ownership of those Common Shares. Interinvestco owns 2,216,795
Common Shares (representing approximately 5.1% of the Common Shares
outstanding). Interinvestco is owned by two trusts whose settlors are Jay
Johnston and Robert Koenigsberger. Interinvestco also owns options to purchase
up to 9,000 additional Common Shares at a price of $2.50 per share. The
options expire on January 19, 2008. If Interinvestco exercises all of the
options, it would own 2,225,795 Common Shares (representing approximately 5.1%
of the Common Shares outstanding).
Istan owns 250,000 Common Shares (representing approximately 0.58% of the
Common Shares outstanding). Istan is wholly owned by Dilek Koenigsberger, who
therefore may be deemed to share beneficial ownership of those Common Shares.
4