13D Filing: Raging River Capital Lp and Taseko Mines Ltd (TGB)

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting persons 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 (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).

 

(Continued on Following Pages)

 

 

This Amendment No. 2 (Amendment No. 2) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the SEC) by the Reporting Persons identified herein on January 13, 2016 (as amended and restated on March 9, 2016) with respect to the common shares (Common Shares), of Taseko Mines Ltd. (the Issuer).On February 26, 2016, the Issuer filed a lawsuit in the Federal District Court for the District of Columbia (the Complaint) alleging that the Schedule 13D filed with the SEC on January 13, 2016 did not contain all required information. A copy of the Complaint was filed as Exhibit 99.2 to this Schedule by the amendment on March 9, 2016. The Reporting Persons dispute that the January 13, 2016 Schedule 13D did not contain all required information. Any supplemental information provided in response to the Issuers Complaint is provided solely to moot the Issuers claims at the outset and the provision of such information does not constitute an admission or acknowledgement that such information was required to be included in the January 13, 2016 Schedule 13D, which the Reporting Persons expressly deny.

 

On March 21, 2016 the Issuer filed an Amended Complaint in the Federal District Court for the District of Columbia (the Amended Complaint) alleging that the amended and restated Schedule 13D filed with the SEC on March 9, 2016 did not contain all required information. A copy of the Amended Complaint is filed as Exhibit 99.10 to this Schedule by this Amendment No.2. The Reporting Persons dispute that the January 13, 2016 Schedule 13D or the March 9, 2016 amended and restated Schedule 13D/A did not contain all required information. Any supplemental information provided in response to the Issuers Complaint or Amended Complaint is provided solely to moot the Issuers claims at the outset and the provision of such information does not constitute an admission or acknowledgement that such information was required to be included in the January 13, 2016 Schedule 13D or the March 9, 2016 amended and restated Schedule 13D, which the Reporting Persons expressly deny.

 

Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 6 and 7 as set forth below.

 

Item 4.                   Purpose of Transaction

 

Item 4 of the March 9, 2016 amended and restated Schedule 13D is hereby amended by adding the following after the last paragraph:

 

As noted above, on March 21, 2016 the Issuer filed an Amended Complaint in the Federal District Court for the District of Columbia.  A copy of the Amended Complaint is filed as Exhibit 99.10 to this Schedule by this Amendment No.2.  The Amended Complaint alleges that Item 4 of the March 9, 2016 Schedule 13D/A did not disclose the face value of the Taseko Notes owned by the Reporting Persons.  Without conceding that any such disclosure is required or that this information was not previously included in Exhibit 99.1 of the March 9, 2016 Schedule 13D/A, the face value of the Taseko Notes collectively owned by the Reporting Persons and Raging River Capital 2 LLC is $16,259,000.  The Amended Complaint also asserts that the shareholder meeting requisition notice referenced in Item 4 of the March 9, 2016 Schedule 13D/A violates Section 13(d) of the Exchange Act with respect to a prior bankruptcy involving Mark Radzik.  As previously disclosed by the Reporting Persons in their March 17, 2016 circular, Mr. Radzik served as a director of Support Plus Medical, Inc. (Support Plus) and its parent company TMS, Inc. until February 12, 2010. Beginning on August 20, 2010, Support Plus and TMS, Inc. was subject to Chapter 7 bankruptcy proceedings with the U.S. Bankruptcy Court, District of Massachusetts.

 

Item 6.                   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of the March 9, 2016 amended and restated Schedule 13D is hereby amended by adding the following after the last paragraph:

 

As noted above, on March 21, 2016 the Issuer filed an Amended Complaint in the Federal District Court for the District of Columbia alleging that the amended and restated Schedule 13D filed with the SEC on March 9, 2016 did not contain all required information. A copy of the Amended Complaint is filed as Exhibit 99.10 to this Schedule. The Reporting Persons dispute that the January 13, 2016 Schedule 13D or the March 9, 2016 amended and restated Schedule 13D did not contain all required information. Any supplemental information provided in response to the Issuers Complaint or Amended Complaint is provided solely to moot the Issuers claims at the outset and the provision of such information does not constitute an admission or acknowledgement that such information was required to be included in the January 13, 2016 Schedule 13D or the March 9, 2016 amended and restated Schedule 13D, which the Reporting Persons expressly deny.

 

Item 7.                   Items to be Filed as Exhibits.

 

Item 7 of the Schedule 13D is hereby amended by adding the following as an exhibit:

 

Exhibit 99.10                       Amended Complaint filed by the Issuer in the Federal District Court for the District of Colombia on March 21, 2016

 

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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.

 

Date: March 28, 2016
	RAGING RIVER CAPITAL LP, by its General Partner, RAGING RIVER CAPITAL GP LLC
	By:	/s/ MARK RADZIK
	Name:	Mark Radzik
	Title:	Authorized Signatory
	RAGING RIVER CAPITAL GP LLC
	By:	/s/ MARK RADZIK
	Name:	Mark Radzik
	Title:	Authorized Signatory
	GRANITE CREEK PARTNERS, LLC
	By:	/s/ MARK RADZIK
	Name:	Mark Radzik
	Title:	Managing Partner
	By:	/s/ MARK RADZIK
	Name:	Mark Radzik
	WESTWOOD CAPITAL LLC
	By:	/s/ HENRY PARK
	Name:	Henry Park
	Title:	Chief Investment Officer and Principal
	By:	/s/ HENRY PARK
	Name:	Henry Park
	PAUL M. BLYTHE MINING ASSOCIATES INC.
	By:	/s/ PAUL BLYTHE
	Name:	Paul Blythe
	Title:	President
	By:	/s/ PAUL BLYTHE
	Name:	Paul Blythe
	By:	/s/ NATHAN MILIKOWSKY
	Name:	Nathan Milikowsky

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representatives authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

 

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