graphics.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT
TO
RULE 13d-2(a)
(Amendment
No. 1)*
GRAPHICS
PROPERTIES HOLDINGS, INC.
(Name of
Issuer)
Common
Stock, par value $0.01 per share
(Title of
Class of Securities)
827056300
(CUSIP
number)
Symphony
Asset Management LLC
Angela M.
McKillen
555
California Street, Suite 2975
San
Francisco, CA 94104
(415)
676-4000
(Name,
address and telephone number of person authorized to receive notices and
communications)
December
31, 2009
(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.
(Continued
on the following 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 purpose
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.
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1.
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Symphony
Asset Management LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a)
p
(b) x
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS*
OO
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) o
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION California
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE
VOTING POWER: 34,080
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8.
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SHARED
VOTING POWER: 0
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9.
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SOLE
DISPOSITIVE POWER: 34,080
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10.
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SHARED
DISPOSITIVE POWER: 0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 34,080
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*p
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
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14.
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TYPE
OF REPORTING PERSON*
IA
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ITEM
1. Security
and Issuer.
The class of equity security to which
this statement on Schedule 13D relates is the common stock, par value $.01 per
share (the "Common
Stock"), of Graphics Properties Holdings, Inc., a corporation organized
under the laws of the state of Delaware (the "Company"). The
address of the principal executive offices of the Company is 525 University Avenue,
Suite 220, Palo Alto, CA 94301.
ITEM
2. Identity
and Background.
(a) This
Statement is being filed by Symphony Asset Management LLC, a California limited
liability company (the "Reporting
Person").
(b) and
(c) The principal business office of the Reporting Person is located at 555
California Street, Suite 2975, San Francisco, CA 94104.
(d) and
(e) During the past five years the Reporting Person has not been (i) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) See
the cover sheet for the Reporting Person.
ITEM
3. Source
and Amount of Funds or Other Consideration.
The
Reporting Person acquired beneficial ownership of the shares of the Common Stock
as part of the reorganization of the Company under Chapter 11 of the Bankruptcy
Code (the "Reorganization")
pursuant to the First Amended Joint Plan of Reorganization Under Chapter 11 of
the Bankruptcy Code, dated July 27, 2006 as modified (the "First Amended Plan"),
and any agreements entered into in connection with the First Amended Plan
(together with the First Amended Plan, the "Plan"). A
copy of the Plan is incorporated by reference herein as Exhibit 1.
ITEM
4. Purpose
of Transactions.
As
described in Item 3, the Reporting Person acquired beneficial ownership of the
Common Stock as part of the Reorganization of the Company pursuant to the
Plan.
The
Reporting Person does not have any present plans or intentions to acquire any
securities of the Company. However, the Reporting Person may decide
at any time or times on behalf of its clients to purchase additional shares of
the Common Stock or other securities of the Company or to dispose of any or all
securities of the Company in any lawful manner and as permitted by the
agreements and other documents governing the Common Stock. The
Reporting Person reserves on behalf of such clients all of such clients’ rights
as stockholders of the Company and may exercise those rights in any manner that
the Reporting Person considers to be in the interests of such
clients.
ITEM
5. Interest
in Securities of the Issuer.
(a), (b)
and (d): The Reporting Person’s beneficial ownership of the Common
Stock on the date of this report is reflected on its cover page. The
Reporting Person is an investment adviser with the power to invest in, vote and
dispose of the Common Stock on behalf of its clients and is deemed to share
beneficial ownership of and voting and dispositive power with respect to the
shares of the Common Stock beneficially owned by its clients. Its
clients have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common
Stock. No client individually holds more than 5% of the outstanding
Stock.
(c) and
(e): On December 31, 2009, the Reporting Person caused its clients to
sell 937,242 shares of the Common Stock in a private transaction. The
total consideration received for all shares sold was $0.03. On that
date, the Reporting Person ceased to beneficially own more than 5% of the Common
Stock. The Reporting Person has not effected any other transaction in
the Common Stock in the past sixty days.
ITEM
6. Contracts,
Arrangements, Understandings or Relationships with Respect toSecurities of the Issuer.
The
Reporting Person is the general partner of investment partnerships pursuant to
agreements of limited partnership, and is the investment adviser to other
clients pursuant to investment advisory agreements, that grant to the Reporting
Person the authority, among other things, to invest the funds of such investment
partnerships and other clients in the Common Stock, to vote and dispose of the
Common Stock and to file this statement on behalf of such investment
partnerships and clients. Pursuant to such agreements, the Reporting
Person is entitled to allocations based on assets under management and realized
and unrealized gains.
ITEM
7. Materials
to be Filed as Exhibits.
The
following documents are incorporated by reference as exhibits to this Schedule
13D:
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Exhibit
1:
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First
Amended Joint Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code, dated July 27, 2006, as
modified*
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*Incorporated
by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the
Company with the Securities and Exchange Commission on September 19,
2006.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, each of the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.
EXECUTED
as a sealed instrument this 19th day of January, 2010.
SYMPHONY
ASSET MANAGEMENT LLC
By: /s/
Martin M. Fawzy
Name: Martin
M. Fawzy
Title: Compliance
Manager
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