UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)*
Under the Securities Exchange Act of 1934
Pointer Telocation Ltd.
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(Name of Issuer)
Ordinary Shares, NIS 3.00 par value per share
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(Title of Class of Securities)
M7946T104
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(CUSIP Number)
December 31, 2008
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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
13G 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. M7946T104
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(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Fort Mason Capital, LLC*
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] (b) [ ]
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(3) SEC Use Only
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(4) Citizenship or Place of Organization: Delaware
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Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 167,500*
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(6) Shared Voting Power: 0
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(7) Sole Dispositive Power: 167,500*
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(8) Shared Dispositive Power: 0
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person: 167,500*
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): N/A
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(11) Percent of Class Represented by Amount in Row (9): 3.5%*
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(12) Type of Reporting Person (See Instructions): IA
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* As of December 31, 2008 (the "Effective Date"), Fort Mason Master, LP, a
Cayman Islands limited partnership ("Master"), and Fort Mason Partners, LP, a
Delaware limited partnership (together with Master, the "Funds"), held in the
aggregate warrants (the "Warrants") which entitle the Funds to purchase up to an
aggregate of 167,500 ordinary shares, NIS 3.00 par value per share (the
"Shares") of Pointer Telocation Ltd., an Israeli corporation (the "Company"), at
an exercise price of $12.60 per Share. The Warrants provide that in no event
shall the Warrants be exercisable to the extent that the issuance of Shares upon
exercise thereof, after taking into account the Shares then owned by the Funds
and their affiliates, would result in the beneficial ownership by the Funds and
their affiliates of more than 4.99% of the outstanding Shares (the "Issuance
Limitation"). The Funds have the express right to waive the Issuance Limitation
upon sixty-one (61) days written notice to the Company. The Issuance Limitation
presently remains in effect. As of the Effective Date, Fort Mason Capital, LLC,
a Delaware limited liability company ("Capital"), served as the investment
manager of the Funds and possessed the sole power to vote and the sole power to
direct the disposition of all securities of the Company held by the Funds. Thus,
as of the Effective Date, for the purposes of Reg. Section 240.13d-3, Capital
was deemed to beneficially own 167,500 Shares, or 3.5% of the Shares deemed
issued and outstanding as of that date. To the extent the shares underlying the
Warrants should exceed the Issuance Limitation, neither the filing of this
Schedule 13G nor any of its contents shall be deemed to constitute an admission
by Capital or any other person that it is the beneficial owner of any of the
Shares underlying the Warrants subject to the Issuance Limitation for purposes
of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any
other purpose, and such beneficial ownership is expressly disclaimed. FMC
Liquidation Company LLC, a Delaware limited liability company ("Liquidation"),
was appointed as the liquidation agent of the Funds as of January 6, 2009.
Liquidation's address of principle business office is 312 Lombard Street, Suite
A, San Francisco, CA 94133. On January 30, 2009, Capital ceased operations and
terminated.
Item 1(a). Name Of Issuer. Pointer Telocation Ltd.
Item 1(b). Address of Issuer's Principal Executive Offices.
14 Hamelacha Street, Rosh Ha'ayin, 48091 Israel
Item 2(a). Name of Person Filing. Fort Mason Capital, LLC*
Item 2(b). Address of Principal Business Office or, if None, Residence.
590 California Street, Suite 1925, San Francisco, CA 94104*
Item 2(c). Citizenship. Delaware*
Item 2(d). Title of Class of Securities. Ordinary Shares, NIS 3.00 par value
per share
Item 2(e). CUSIP No. M7946T104
Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing is a:
Not Applicable.
Item 4. Ownership.
(a) Amount Beneficially Owned (as of December 31, 2008) 167,500*
(b) Percent of Class (as of December 31, 2008) 3.5%*
(c) Number of Shares as to which the person has:
(i) sole power to vote or to direct the vote 167,500*
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the
disposition of 167,500*
(iv) shared power to dispose or to direct the
disposition of 0
* As of December 31, 2008 (the "Effective Date"), Fort Mason Master, LP, a
Cayman Islands limited partnership ("Master"), and Fort Mason Partners, LP, a
Delaware limited partnership (together with Master, the "Funds"), held in the
aggregate warrants (the "Warrants") which entitle the Funds to purchase up to an
aggregate of 167,500 ordinary shares, NIS 3.00 par value per share (the
"Shares"), of Pointer Telocation Ltd., an Israeli corporation (the "Company"),
at an exercise price of $12.60 per Share. The Warrants provide that in no event
shall the Warrants be exercisable to the extent that the issuance of Shares upon
exercise thereof, after taking into account the Shares then owned by the Funds
and their affiliates, would result in the beneficial ownership by the Funds and
their affiliates of more than 4.99% of the outstanding Shares (the "Issuance
Limitation"). The Funds have the express right to waive the Issuance Limitation
upon sixty-one (61) days written notice to the Company. The Issuance Limitation
presently remains in effect. As of the Effective Date, Fort Mason Capital, LLC,
a Delaware limited liability company ("Capital"), served as the investment
manager of the Funds and possessed the sole power to vote and the sole power to
direct the disposition of all securities of the Company held by the Funds. Thus,
as of the Effective Date, for the purposes of Reg. Section 240.13d-3, Capital
was deemed to beneficially own 167,500 Shares, or 3.5% of the Shares deemed
issued and outstanding as of that date. To the extent the shares underlying the
Warrants should exceed the Issuance Limitation, neither the filing of this
Schedule 13G nor any of its contents shall be deemed to constitute an admission
by Capital or any other person that it is the beneficial owner of any of the
Shares underlying Warrants subject to the Issuance Limitation for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any
other purpose, and such beneficial ownership is expressly disclaimed. FMC
Liquidation Company LLC, a Delaware limited liability company ("Liquidation"),
was appointed as the liquidation agent of the Funds as of January 6, 2009.
Liquidation's address of principle business office is 312 Lombard Street, Suite
A, San Francisco, CA 94133. On January 30, 2009, Capital ceased operations and
terminated.
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 owner of more than five percent
of the class of securities, check the following: [X]
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.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
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 such securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
February 13, 2009
FMC Liquidation Company LLC as
Liquidation Agent of Fort Mason Master,
LP and Fort Mason Partners, LP
By:/s/ David Smolen
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David Smolen
Executive Vice President
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)