CUSIP No. 12477X106
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 1)
Information to be included in statements filed pursuant to Rules 13d-1(b), (c)
and (d) and amendments thereto filed pursuant to Rule 13d-2(b)(1)
CAI International, Inc.
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(Name of Issuer)
Common Stock, par value $0.0001
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(Title of Class of Securities)
12477X106
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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
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(1) 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).
1 of 8 Pages
CUSIP No. 12477X106
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Park West Asset Management 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 5. Sole Voting Power - 1,616,585
Shares
Beneficially --------------------------------------------------------------
Owned by 6. Shared Voting Power - None
Each
Reporting --------------------------------------------------------------
Person 7. Sole Dispositive Power - 1,616,685
With
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8. Shared Dispositive Power - None
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9. Aggregate Amount Beneficially Owned by Each Reporting Person - 1,616,585
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) Not applicable
11. Percent of Class Represented by Amount in Row (9): - 9.0% (based on
17,920,778 shares of Common Stock, par value $0.0001 per share, of CAI
International, Inc. ("Issuer Common Stock" or "Shares") outstanding as of
September 30, 2008, as disclosed by CAI International, Inc. ("Company") in
its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission ("SEC") on November 10, 2008)
12. Type of Reporting Person - IA
2 of 8 Pages
CUSIP No. 12477X106
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Peter S. Park
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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: United States of America
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Number of 5. Sole Voting Power - 1,616,585
Shares
Beneficially --------------------------------------------------------------
Owned by 6. Shared Voting Power - None
Each
Reporting --------------------------------------------------------------
Person 7. Sole Dispositive Power - 1,616,585
With:
--------------------------------------------------------------
8. Shared Dispositive Power - None
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9. Aggregate Amount Beneficially Owned by Each Reporting Person - 1,616,585
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) Not applicable
11. Percent of Class Represented by Amount in Row (9): - 9.0% (based on
17,920,778 shares of Issuer Common Stock outstanding as of September 30,
2008, as disclosed by the Company in its Quarterly Report on Form 10-Q
filed with the SEC on November 10, 2008)
12. Type of Reporting Person - IN
3 of 8 Pages
CUSIP No. 12477X106
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Park West Investors Masters Fund, Limited
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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: Cayman Islands
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Number of 5. Sole Voting Power - 1,244,275
Shares
Beneficially --------------------------------------------------------------
Owned by 6. Shared Voting Power - None
Each
Reporting --------------------------------------------------------------
Person 7. Sole Dispositive Power - 1,244,275
With
--------------------------------------------------------------
8. Shared Dispositive Power - None
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9. Aggregate Amount Beneficially Owned by Each Reporting Person - 1,244,275
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) Not applicable
11. Percent of Class Represented by Amount in Row (9): - 6.9% (based on
17,920,778 shares of Common Stock par value $0.0001 per share, of Issuer
Common Stock outstanding as of September 30, 2008, as disclosed by the
Company in its Quarterly Report on Form 10-Q filed with the SEC on November
10, 2008)
12. Type of Reporting Person - CO
4 of 8 Pages
CUSIP No. 12477X106
Item 1.
(a) Name of Issuer - CAI International, Inc.
(b) Address of Issuer's Principal Executive Offices- One Embarcadero
Center, Suite 2101, San Francisco, California 94111
Item 2.
(a) Name of Persons Filing - (1) Park West Asset Management LLC, a
Delaware limited liability company ("PWAM"), (2) Peter S. Park; and
(3) Park West Investors Master Fund, Limited, a Cayman Islands
exempted company ("PWIMF") (collectively, the "Reporting Persons")
(b) Address of Principal Business Office or, if none, Residence -- 900
Larkspur Landing Circle, Suite 165, Larkspur, California 94939
(c) Citizenship - (1) Delaware; (2) United States of America; (3) Cayman
Islands
(d) Title of Class of Securities- Common Stock, par value $0.0001
(e) CUSIP Number- 12477X106
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) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] 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;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
5 of 8 Pages
CUSIP No. 12477X106
Item 4.
Ownership
(a) Amount beneficially owned -- PWAM is the investment manager of PWIMF
and Park West Partners International, Limited, a Cayman Islands
exempted company ("PWPI"). Peter S. Park is the sole member and
manager of PWAM.
As of December 31, 2008, the Reporting Persons' beneficial ownership
were as follows: PWAM beneficially owned 1,616,585 Shares, consisting
of 1,244,275 shares held by PWIMF and 372,310 shares held by PWPI;
(ii) Peter S. Park, as sole member and manager of PWAM, beneficially
owned the 1,616,585 shares beneficially owned by PWAM; and (iii) PWIMF
owned 1,244,275 shares.
The Reporting Persons have, within the ordinary course of business,
purchased securities of the Company. The Reporting Persons have not
acquired securities in the Company with the purpose, nor with the
effect of changing or influencing the control of the issuer, nor in
connection with or as a participant in any transaction having such
purpose or effect. The Reporting Persons have purchased, and may in
the future purchase, shares on the open market at prevailing prices.
(b) Percent of class --As of December 31, 2008, the Reporting Persons'
beneficial ownership, based on 17,920,778 shares of Issuer Common
Stock outstanding on September 30, 2008, as disclosed by the Company
in its Quarterly Report on Form 10-Q filed with the SEC on November
10, 2008, were as follows: (i) PWAM beneficially owned 9.0% of the
outstanding Issuer Common Stock; (ii) Peter S. Park beneficially owned
9.0% of the outstanding Issuer Common Stock; and (iii) PWIMF
beneficially owned 6.9% of the outstanding Issuer Common Stock.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct voting --PWAM and Peter S.
Park, as its sole member and manager, each have the sole power
to vote or to direct the vote of 1,616,585 Shares; PWIMF has
the sole power to vote or to direct the vote of 1,244,275
Shares.
(ii) Shared power to vote or to direct voting -- Neither PWAM,
Peter S. Park, as its sole member and manager, nor PWIMF have
shared power with respect to the voting or direction of voting
with respect to the Shares they beneficially own.
(iii) Sole power to dispose or to direct disposition -- PWAM and
Peter S. Park, as its sole member and manager, each have the
sole power to dispose or direct the disposition of 1,616,585
Shares; PWIMF has the sole power to dispose or direct the
disposition of 1,244,275 Shares.
(iv) Shared power to dispose or to direct disposition -- Neither
PWAM, Peter S. Park, as its sole member and manager, nor PWIMF
have shared power with respect to the disposition or direction
to dispose of the Shares they beneficially own.
6 of 8 Pages
CUSIP No. 12477X106
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 [ ].
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
Peter S. Park is the sole member and manager of PWAM.
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.
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
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
7 of 8 Pages
CUSIP No. 12477X106
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 17, 2009
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Date
PARK WEST ASSET MANAGEMENT LLC
By: /s/James J. Watson
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Name: James J. Watson
Title: Chief Financial Officer
PARK WEST INVESTORS MASTER FUND, LIMITED
By: Park West Asset Management LLC, its
Investment Manager
By: /s/ James J. Watson
-------------------
Name: James J. Watson
Title: Chief Financial Officer
/s/Peter S. Park
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Peter S. Park
8 of 8 Pages