UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
|
GSC
Investment Corp.
|
|
(Name
of Issuer)
|
|
Common
Stock, $0.0001 par value
|
|
(Title
of Class of Securities)
|
|
362493
10 8
|
|
(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:
* 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. 362493 10 8 |
13G
|
|
1
|
NAME
OF REPORTING PERSONS
GSC
CDO III, L.L.C.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
(b)
|
o
o
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
935,850.48
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
935,850.48
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
935,850.48
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.29%
|
|
|
12
|
TYPE
OF REPORTING PERSON
CO
|
| CUSIP No. 362493 10 8 |
13G
|
|
|
1
|
NAME
OF REPORTING PERSONS
GSCP
(NJ) Holdings, L.P.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
(b)
|
o
o
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
935,850.48
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
935,850.48
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
935,850.48
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.29%
|
|
|
12
|
TYPE
OF REPORTING PERSON
CO
|
| CUSIP No. 362493 10 8 |
13G
|
|
|
1
|
NAME
OF REPORTING PERSONS
GSCP
(NJ), Inc.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
(b)
|
o
o
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
935,850.48
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
935,850.48
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
935,850.48
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.29%
|
|
|
12
|
TYPE
OF REPORTING PERSON
CO
|
| CUSIP No. 362493 10 8 |
13G
|
|
|
1
|
NAME
OF REPORTING PERSONS
GSC
Group, Inc.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
(b)
|
o
o
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
935,850.48
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
935,850.48
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
935,850.48
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.29%
|
|
|
12
|
TYPE
OF REPORTING PERSON
CO
|
| CUSIP No. 362493 10 8 |
13G
|
|
|
1
|
NAME
OF REPORTING PERSONS
GSC
Active Partners Holdings, L.P.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
(b)
|
o
o
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
935,850.48
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
935,850.48
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
935,850.48
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.29%
|
|
|
12
|
TYPE
OF REPORTING PERSON
CO
|
| CUSIP No. 362493 10 8 |
13G
|
|
|
1
|
NAME
OF REPORTING PERSONS
GSC
Active Partners, Inc.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
(b)
|
o
o
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
935,850.48
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
935,850.48
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
935,850.48
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.29%
|
|
|
12
|
TYPE
OF REPORTING PERSON
CO
|
Item
1(a). Name
of Issuer:
GSC
Investment Corp., a Maryland corporation the (“Issuer”).
Item
1(b). Address
of Issuer’s Principal Executive Offices:
888
Seventh Ave., New York, New York, 10019
Item
2(a). Name
of Person Filing:
This
statement is filed jointly on behalf of the persons identified below. In
accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as
amended (the “Exchange Act”), each person filing this statement acknowledges
that it is responsible for the completeness and accuracy of the information
concerning that person but is not responsible for the completeness or accuracy
of the information concerning the other persons making the filing, unless
such
person knows or has reason to believe that such information is
inaccurate.
GSC
CDO
III, L.L.C
GSCP
(NJ)
Holdings, L.P.
GSCP
(NJ),
Inc.
GSC
Group,
Inc.
GSC
Active
Partners Holdings, L.P.
GSC
Active
Partners, Inc.
Each
of
the above persons is referred to herein as a “Reporting Person” and collectively
as the “Reporting Persons”. The Reporting Persons are filing
this Schedule 13G jointly pursuant to a Joint Filing Agreement attached hereto
as Exhibit A.
Item
2(b). Address
of Principal Business Office or, if None, Residence:
The
principal business office address for each Reporting Person is:
888
Seventh Ave.
New
York,
New York, 10019
Item
2(c). Citizenship:
Incorporated
by reference to Item 4 of each Reporting Person’s respective cover
page.
Item
2(d). Title
of Class of Securities:
Common
Stock, $0.0001 par value.
Item
2(e). CUSIP
Number:
362493
10
8
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)
|
o
Broker or dealer
registered under Section 15 of the Act (15 U.S.C.
78o);
|
|
(b)
|
o
Bank as defined
in Section 3(a)(6) of the Act (15 U.S.C.
78c);
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(c)
|
o
Insurance company
as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c);
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(d)
|
o
Investment
company registered under Section 8 of the Investment Company Act
of 1940
(15 U.S.C. 80a-8);
|
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(e)
|
o
An investment
adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
|
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(f)
|
o
An employee
benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
o
A parent holding
company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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(h)
|
o
A savings
association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
|
|
(i)
|
o
A church plan
that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
|
|
(j)
|
o
Group, in
accordance with
§240.13d-1(b)(1)(ii)(J).
|
Item
4. Ownership.
The
filing
of this statement should not be construed as an admission by any person
that
such person is, for purposes of Section 13(d) or 13(g) of the Exchange
Act, the
beneficial owner of any securities covered by this statement, other than
the
securities set forth opposite such person’s name in the table in Item 4(c)
below.
(a)
Amount
beneficially owned:
GSC
CDO
III, L.L.C., is a single member Delaware limited liability company (“GSC CDO
III”). The single member of GSC CDO III is GSCP (NJ) Holdings, L.P.,
a Delaware limited partnership (“GSCP Holdings”). GSCP
(NJ), Inc. a Delaware corporation (“GSCP Inc”) is the general partner of GSCP
Holdings. GSC Group, Inc. a Delaware corporation (“GSC Group”) owns
all of the limited partnership interests of GSCP Holdings and all of the
issued
and outstanding shares of GSCP Inc. Through the ownership of 100% of
the Class A Common Stock of GSC Group, GSC Active Partners Holdings, L.P.,
a
Delaware limited partnership (“GSC Active Holdings”) holds a majority of the
dividend interest and the voting interest in GSC Group. GSC Active
Partners, Inc., a Delaware corporation (“GSC Active”) is the general partner of
GSC Active Holdings. Each of the Reporting Persons may be
deemed to be the beneficial owner of 935,850.48 shares of common stock
of the
Issuer by virtue of its relationship with the record owner of said shares
of
common stock as described herein.
Each
Reporting Person disclaims beneficial ownership of the reported securities
except and to the extent of its or his pecuniary interest therein.
(b)
Percent of class:
See
item
11 to Cover Pages on this Schedule 13G. All percentages are based on
8,291,384 shares of common stock issued and outstanding reported as of
October
11, 2007, as reported on Form 10-Q filed with the SEC by the Issuer for
the
quarter ended August 31, 2007.
(c) Number
of shares as to which such person has:
|
(i)
|
Sole
power to vote or to direct the
vote:
|
See
item 5
to Cover Pages on this Schedule 13G.
|
(ii)
|
Shared
power to vote or to direct the
vote:
|
See
item 6
to Cover Pages on this Schedule 13G.
|
(iii)
|
Sole
power to dispose or to direct the disposition
of:
|
See
item 7
to Cover Pages on this Schedule 13G.
|
(iv)
|
Shared
power to dispose or to direct the disposition
of:
|
See
item 8
to Cover Pages on this Schedule 13G.
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 beneficial owner of more than five
percent
of the class of securities, check the following. o
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 or Control Person.
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. Certifications.
Not
applicable.
Exhibits
and Schedules.
Exhibit
A Joint
Filing Agreement, dated February 13, 2008, by and among the Reporting
Persons.
Exhibit
B Power
of attorney
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.
Dated:
February 25, 2008
|
GSC
CDO III, L.L.C.
|
||||
|
By:
|
/s/
David L. Goret
|
|||
|
Name:
|
David
L. Goret
|
|||
|
Title:
|
Attorney-in-fact
|
|||
|
GSCP
(NJ) Holdings, L.P.
|
||||
|
By:
|
/s/
David L. Goret
|
|||
|
Name:
|
David
L. Goret
|
|||
|
Title:
|
Attorney-in-fact
|
|||
|
GSCP
(NJ), Inc.
|
||||
|
By:
|
/s/
David L. Goret
|
|||
|
Name:
|
David
L. Goret
|
|||
|
Title:
|
Attorney-in-fact
|
|||
|
GSC
Group, Inc.
|
||||
|
By:
|
/s/
David L. Goret
|
|||
|
Name:
|
David
L. Goret
|
|||
|
Title:
|
Attorney-in-fact
|
|||
|
GSC
Active Partners Holdings, L.P.
|
||||
|
By:
|
/s/
David L. Goret
|
|||
|
Name:
|
David
L. Goret
|
|||
|
Title:
|
Attorney-in-fact
|
|||
|
GSC
Active Partners, Inc.
|
||||
|
By:
|
/s/
David L. Goret
|
|||
|
Name:
|
David
L. Goret
|
|||
|
Title:
|
Attorney-in-fact
|
|||
Exhibit
A
SCHEDULE
13G JOINT FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as
amended, each of the persons named below agrees to the joint filing of
a
Statement on Schedule 13G (including amendments thereto) with respect to
the
common stock, $0.0001 par value, of GSC Investment Corp., a Maryland
corporation, and further agrees that this Joint Filing Agreement be included
as
an exhibit to such filings provided that, as contemplated by Section
13d-1(k)(l)(ii), no person shall be responsible for the completeness or
accuracy
of the information concerning the other persons making the filing, unless
such
person knows or has reason to believe that such information is
inaccurate.
This
Agreement may be executed in two or
more counterparts, any one of which need not contain the signature of more
than
one party, but all such parties taken together will constitute part of
this
Agreement.
In
evidence thereof, the undersigned,
being duly authorized, hereby execute this Agreement this February 13,
2008.
|
GSC
CDO Fund III, L.L.C.
|
||||
|
By:
|
/s/
David L. Goret
|
|||
|
Name:
|
David
L. Goret
|
|||
|
Title:
|
Attorney-in-fact
|
|||
|
GSCP
(NJ) Holdings, L.P.
|
||||
|
By:
|
/s/
David L. Goret
|
|||
|
Name:
|
David
L. Goret
|
|||
|
Title:
|
Attorney-in-fact
|
|||
|
GSCP
(NJ), Inc.
|
||||
|
By:
|
/s/
David L. Goret
|
|||
|
Name:
|
David
L. Goret
|
|||
|
Title:
|
Attorney-in-fact
|
|||
|
GSC
Group, Inc.
|
||||
|
By:
|
/s/
David L. Goret
|
|||
|
Name:
|
David
L. Goret
|
|||
|
Title:
|
Attorney-in-fact
|
|||
|
GSC
Active Partners Holdings, L.P.
|
||||
|
By:
|
/s/
David L. Goret
|
|||
|
Name:
|
David
L. Goret
|
|||
|
Title:
|
Attorney-in-fact
|
|||
|
GSC
Active Partners, Inc.
|
|||
|
By:
|
/s/
David L. Goret
|
||
|
Name:
|
David
L. Goret
|
||
|
Title:
|
Attorney-in-fact
|
||
Exhibit
B
Power
of Attorney
Know
all men by these presents, that
the undersigned hereby constitutes and appoints each of Thomas V. Inglesby,
David L. Goret and Richard T. Allorto, Jr., signing singly, the undersigned’s
true and lawful attorneys-in-fact to:
|
|
1.
|
execute
for and on behalf of the undersigned, in such undersigned’s capacity as a
beneficial owner of stock of GSC Investment Corp. (the "Company"),
any
Schedule 13G or Schedule 13D, or any amendment thereto (collectively,
the
"Schedules") in accordance with the Securities Exchange Act of
1934 and
the rules thereunder;
|
|
|
2.
|
do
and perform any and all acts for and on behalf of the undersigned
which
may be necessary or desirable to complete and execute any such
Schedules
and timely file such Schedules with the United States Securities
and
Exchange Commission and any stock exchange or similar authority;
and
|
|
|
3.
|
take
any other action of any type whatsoever in connection with the
foregoing
which, in the opinion of such attorney-in-fact, may be of benefit
to, in
the best interest of, or legally required by, the undersigned,
it being
understood that the documents executed by such attorney-in-fact
on behalf
of the undersigned pursuant to this Power of Attorney shall be
in such
form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact’s
discretion.
|
The
undersigned hereby grants to each
such attorney-in-fact full power and authority to do and perform any and
every
act and thing whatsoever requisite, necessary or proper to be done in the
exercise of any rights and powers herein granted, as fully to all intents
and
purposes as the undersigned might or could do if personally present, with
full
power of substitution or revocation, hereby ratifying and confirming all
that
such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney
and
the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request
of the undersigned, are not assuming, nor is the Company assuming, any of
the
undersigned’s responsibilities to comply with the Securities Exchange Act of
1934.
This
Power of Attorney shall remain in
full force and effect until the undersigned is no longer required to file
Schedules with respect to the undersigned’s holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned
in a
signed writing delivered to the foregoing attorneys-in-fact.
By
execution of this Power of Attorney,
the undersigned hereby revokes any previous Power of Attorney executed in
favor
of any other entity or entities, person or persons for the purposes described
herein.
IN
WITNESS WHEREOF, the undersigned has
caused this Power of Attorney to be executed as of the 13th day of February,
2008.
|
GSC
CDO Fund III, L.L.C.
By:
GSCP(NJ) Holdings, L.P., its sole member
By:
GSCP(NJ), Inc., its General Partner
|
||||
|
By:
|
/s/
David L. Goret
|
|||
|
Name:
|
David
L. Goret
|
|||
|
Title:
|
Senior
Managing Director and Secretary
|
|||
|
GSCP
(NJ) Holdings, L.P.
By:
GSCP(NJ), Inc., its General Partner
|
||||
|
By:
|
/s/
David L. Goret
|
|||
|
Name:
|
David
L. Goret
|
|||
|
Title:
|
Senior
Managing Director and Secretary
|
|||
|
GSCP
(NJ), Inc.
|
||||
|
By:
|
/s/
David L. Goret
|
|||
|
Name:
|
David
L. Goret
|
|||
|
Title:
|
Senior
Managing Director and Secretary
|
|||
|
GSC
Group, Inc.
|
||||
|
By:
|
/s/
David L. Goret
|
|||
|
Name:
|
David
L. Goret
|
|||
|
Title:
|
Senior
Managing Director and Secretary
|
|||
|
GSC
Active Partners Holdings, L.P.
By:
GSC Active Partners, Inc., its General Partner
|
||||
|
By:
|
/s/
David L. Goret
|
|||
|
Name:
|
David
L. Goret
|
|||
|
Title:
|
Senior
Managing Director and Secretary
|
|||
|
GSC
Active Partners, Inc.
|
||||
|
By:
|
/s/
David L. Goret
|
|||
|
Name:
|
David
L. Goret
|
|||
|
Title:
|
Senior
Managing Director and Secretary
|
|||