UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
GENERAL FINANCE CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
369822101
(CUSIP Number)
DECEMBER 31, 2007
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] 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 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
Page 1 of 9 Pages
Exhibit Index: Page 8
CUSIP NO. 369822101 PAGE 2 OF 9 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
HALCYON ASSET MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 493,122
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 493,122
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
493,122
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.09%
12 Type of Reporting Person (See Instructions)
IA
CUSIP NO. 369822101 PAGE 3 OF 9 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
HALCYON OFFSHORE ASSET MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 493,122
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 493,122
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
493,122
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.09%
12 Type of Reporting Person (See Instructions)
IA
CUSIP NO. 369822101 PAGE 4 OF 9 PAGES
ITEM 1(A) NAME OF ISSUER:
General Finance Corporation (the "Issuer").
ITEM 1(B) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
260 S. Los Robles, Suite 217
Pasadena, CA 91101
ITEM 2(A) NAME OF PERSON FILING:
This statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
i) Halcyon Asset Management LLC; and
ii) Halcyon Offshore Asset Management LLC.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of each of the Reporting
Persons is 477 Madison Avenue, New York, NY 10022.
ITEM 2(C) CITIZENSHIP:
1) Halcyon Asset Management LLC is a Delaware limited
liability company; and
2) Halcyon Offshore Asset Management LLC is a Delaware
limited liability company.
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock, $0.0001 par value per share (the "Shares").
ITEM 2(E) CUSIP NUMBER:
369822101
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B),
OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act;
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940;
(e) [X ] Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
with 13d-1(b)(1)(ii)(F);
CUSIP NO. 369822101 PAGE 5 OF 9 PAGES
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940;
(j) [X ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP:
ITEM 4(A) AMOUNT BENEFICIALLY OWNED:
As of the Date of Event, each of the Reporting Persons may be deemed to be
the beneficial owner of 493,122 Shares.
ITEM 4(B) PERCENT OF CLASS:
As of October 31, 2007, the number of Shares outstanding was 9,690,099
according to the Issuer's Form 10-Q filed on November 14, 2007. As of the Date
of Event, each of the Reporting Persons may be deemed to be the beneficial owner
of approximately 5.09% of the total number of Shares outstanding.
ITEM 4(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
HALCYON ASSET MANAGEMENT LLC
(i) Sole power to vote or direct the vote 493,122
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 493,122
(iv) Shared power to dispose or to direct the disposition of 0
HALCYON OFFSHORE ASSET MANAGEMENT LLC
(i) Sole power to vote or direct the vote 493,122
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 493,122
(iv) Shared power to dispose or to direct the disposition of 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
This Item 5 is not applicable.
CUSIP NO. 369822101 PAGE 6 OF 9 PAGES
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
All of the Shares set forth in Item 4 are owned by various investment
advisory clients of the Reporting Persons, which are deemed to be beneficial
owners of those Shares pursuant to Rule 13d-3 under the Securities Exchange Act
of 1934, due to their discretionary power to make investment decisions over such
shares for their clients and their ability to vote such shares. In all cases,
the investment advisory clients of the Reporting Persons have the right to
receive, or the power to direct the receipt of, dividends from (or the proceeds
from the sale of) the shares.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
This Item 7 is not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
The Reporting Persons listed in Item 2(a), both of which are registered as
investment advisers under Section 203 of the Investment Advisers Act of 1940,
may be deemed to be a group. The Reporting Persons share common ownership and
management.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
This Item 9 is not applicable.
ITEM 10. CERTIFICATION:
By signing below each of the Reporting Persons certifies that, to the best
of such person's knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and 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 such purpose or effect.
CUSIP NO. 369822101 PAGE 7 OF 9 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 12, 2008 HALCYON ASSET MANAGEMENT LLC
Name: /S/ THOMAS HIRSCHFELD
----------------------------------
By: Thomas Hirschfeld
Title: Managing Principal and
Chief Operating Officer
Date: February 12, 2008 HALCYON ASSET MANAGEMENT LLC
Name: /S/ THOMAS HIRSCHFELD
----------------------------------
By: Thomas Hirschfeld
Title: Managing Principal and
Chief Operating Officer
CUSIP NO. 369822101 PAGE 8 OF 9 PAGES
EXHIBIT INDEX
PAGE NO.
A. Joint Filing Agreement, dated as of February 12, 2008, by and among the
Reporting Persons....................................................... 9
CUSIP NO. 369822101 PAGE 9 OF 9 PAGES
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock, par value $0.0001 per share, of General Finance
Corporation dated as of February 12, 2008, is, and any amendments thereto
(including amendments on Schedule 13D) signed by each of the undersigned shall
be, filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
Date: February 12, 2008 HALCYON ASSET MANAGEMENT LLC
Name: /S/ THOMAS HIRSCHFELD
----------------------------------
By: Thomas Hirschfeld
Title: Managing Principal and
Chief Operating Officer
Date: February 12, 2008 HALCYON ASSET MANAGEMENT LLC
Name: /S/ THOMAS HIRSCHFELD
----------------------------------
By: Thomas Hirschfeld
Title: Managing Principal and
Chief Operating Officer