SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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Form 3 Holdings Reported.
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Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
WHITE ROCK PARTNERS

(Last) (First) (Middle)
1250 FOURTH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMERICAN VANTAGE COMPANIES [ AVCS.OB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
(1)(2)(3)(10)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 12/30/2005 J4 ( 1 ) ( 2 ) ( 3 ) 55,236 D $0 0 D ( 1 ) ( 2 ) ( 3 ) ( 10 )
Common Stock 3 ( 1 ) ( 2 ) ( 3 ) 38,428 I ( 1 ) ( 2 ) ( 3 ) ( 10 ) Indirectly held by Entec through White Rock
Common Stock 3 ( 1 ) ( 2 ) ( 3 ) 15,703 I ( 1 ) ( 2 ) ( 3 ) ( 10 ) Indirectly held by Goldsprings through White Rock
Common Stock 09/07/2005 J4 ( 4 ) ( 5 ) 281,269 D $0 0 D ( 4 ) ( 5 ) ( 10 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants (right to buy) $5 09/07/2005 4J ( 4 ) ( 5 ) 104,640 ( 9 ) 12/31/2013 Common Stock 104,640 $0 0 D ( 4 ) ( 5 ) ( 10 )
Common Stock Warrants (right to buy) $5 3 ( 6 ) ( 9 ) 12/31/2013 Common Stock 42,438 42,438 D ( 6 ) ( 10 )
Common Stock Warrants (right to buy) $5 12/30/2006 4S ( 7 ) 42,438 ( 9 ) 12/31/2013 Common Stock 42,438 $0.01 0 D ( 7 ) ( 10 )
Common Stock Warrants (right to buy) $5 12/30/2005 4S ( 8 ) 53,860 ( 9 ) 12/31/2013 Common Stock 53,860 $0.0002 0 D ( 8 ) ( 10 )
Common Stock Warrants (right to buy) $5 12/30/2005 4S ( 8 ) 1,856 ( 9 ) 12/31/2013 Common Stock 1,856 $0.0005 0 D ( 8 ) ( 10 )
Common Stock Warrants (right to buy) $5 3 ( 11 ) ( 12 ) ( 13 ) ( 14 ) ( 15 ) ( 9 ) 12/31/2013 Common Stock 38,870 38,870 I ( 10 ) ( 11 ) ( 12 ) ( 13 ) ( 14 ) ( 15 ) Indirectly held by Michael R. Milken through Pinecrest and Blueridge
Common Stock Warrants (right to buy) $5 3 ( 11 ) ( 12 ) ( 13 ) ( 14 ) ( 15 ) ( 9 ) 12/31/2013 Common Stock 11,880 11,880 I ( 10 ) ( 11 ) ( 12 ) ( 13 ) ( 14 ) ( 15 ) Indirectly held by Lowell J. Milken through Blueridge
Common Stock Warrants (right to buy) $5 12/30/2005 4S ( 16 ) 9,000 ( 9 ) 12/31/2013 Common Stock 6,750 $0.0011 0 I ( 10 ) ( 16 ) Indirectly held by Michael R. Milken through Pinecrest
Common Stock Warrants (right to buy) $5 12/30/2005 4S ( 16 ) 32,120 ( 9 ) 12/31/2013 Common Stock 32,120 $0.0002 0 I ( 10 ) ( 16 ) Indirectly held by Michael R. Milken through Blueridge
Common Stock Warrants (right to buy) $5 12/30/2005 4S ( 16 ) 11,880 ( 9 ) 12/31/2013 Common Stock 11,880 $0.0002 0 I ( 10 ) ( 16 ) Indirectly held by Lowell J. Milken through Blueridge
1. Name and Address of Reporting Person*
WHITE ROCK PARTNERS

(Last) (First) (Middle)
1250 FOURTH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ENTEC ASSOCIATES

(Last) (First) (Middle)
1250 FOURTH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GOLDSPRINGS PARTNERS

(Last) (First) (Middle)
1250 FOURTH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KREST LLC

(Last) (First) (Middle)
1250 FOURTH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ET HOLDINGS LLC

(Last) (First) (Middle)
1250 FOURTH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ET CONSOLIDATED LLC

(Last) (First) (Middle)
1250 FOURTH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HAMPSTEAD ASSOCIATES LLC

(Last) (First) (Middle)
1250 FOURTH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RIDGEVIEW ASSOCIATES LLC

(Last) (First) (Middle)
1250 FOURTH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MILKEN MICHAEL R

(Last) (First) (Middle)
1250 FOURTH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MILKEN LOWELL J

(Last) (First) (Middle)
1250 FOURTH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
Explanation of Responses:
1. On December 31, 2004, YaYa LLC, a Delaware limited liability company ("YaYa"), dissolved and distributed all of its shares of the Issuer's common stock ("shares") to its creditors. White Rock Partners, a California partnership ("White Rock"), received 55,236 shares from YaYa upon such dissolution. A majority of the equity interests in White Rock are owned by Entec Associates, a Delaware partnership ("Entec"), whose proportional interest in the shares held by White Rock was 38,428 shares, and Goldsprings Partners, a California general partnership ("Goldsprings"), whose proportional interest in the shares held by White Rock was 15,703 shares. Each of Entec and Goldsprings may be deemed to have shared indirect beneficial ownership of the shares beneficially owned by White Rock, but disclaim such beneficial ownership, except to the extent of its pecuniary interest therein. (continued on footnote 2).
2. Michael R. Milken is a general partner of Entec and in such capacity may be deemed to have shared indirect beneficial ownership of the shares that Entec may be deemed to have beneficial ownership of, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. The partners of Goldsprings are entities controlled by irrevocable trusts for the benefit of the children of Lowell J. Milken. Michael R. Milken and Lowell J. Milken disclaim beneficial ownership of shares that such trusts may be deemed to have beneficial ownership of.
3. On December 30, 2005, White Rock made a pro rata distribution of all of the shares that it held to its partners upon dissolution.
4. On September 7, 2005, Krest LLC, a Delaware limited liability company ("Krest"), made a pro rata distribution of all of the shares and warrants ("warrants") to purchase shares to its equity holders, including 144,774 shares and warrants to purchase 53,860 shares to ET Holdings, L.L.C., a Delaware limited liability company ("ET Holdings"), and 4,988 shares and warrants to purchase 1,856 shares to Michael R. Milken. ET Consolidated, L.L.C., a Delaware limited liability company ("ET Consolidated") is the manager and a member of ET Holdings, and in such capacities may be deemed to have had the power to direct the voting and disposition of, and to share beneficial ownership of, any shares beneficially owned by ET Holdings. Hampstead Associates, L.L.C., a Delaware limited liability company (continued on footnote 5).
5. ("Hampstead"), is the manager and a member of ET Consolidated, and in such capacities may be deemed to have had the power to direct the voting and disposition of, and to share beneficial ownership of, any shares beneficially owned by ET Consolidated. Ridgeview Associates, L.L.C., a California limited liability company ("Ridgeview"), is the manager and a member of Hampstead, and in such capacities may be deemed to have had the power to direct the voting and disposition of, and to share beneficial ownership of, any shares beneficially owned by Hampstead. Michael R. Milken and Lowell J. Milken may each be deemed to be a controlling person of Ridgeview and in such capacities they may each be deemed to have had the power to direct the voting and disposition of, and to share beneficial ownership of, and shares beneficially owned by Ridgeview.
6. As of December 31, 2004, Entec held warrants to purchase 42,438 shares.
7. On December 30, 2006, Entec sold warrants to purchase 42,438 shares.
8. On December 30, 2005, ET Holdings and Michael R. Milken sold warrants to purchase 53,860 and 1,856 shares, respectively.
9. The warrants are immediately exercisable by the holders thereof.
10. The Reporting Persons may be deemed to be a group with other entities which are controlled, directly or indirectly, by Michael R. Milken and/or Lowell J. Milken. The Reporting Persons disclaim such group membership. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, a Reporting Person is the beneficial owner of equity securities covered by this statement that are beneficially owned, directly or indirectly, by any other person.
11. As of December 31, 2004, Pinecrest Associates, LLC, a Delaware limited liability company ("Pinecrest") held warrants to purchase 9,000 shares. A majority of the equity interests in Pinecrest were owned by Mulberry Associates, a California general partnership ("Mulberry"), whose proportional interest in the warrants held by Pinecrest was warrants to purchase 6,750 shares, and Larch LLC, a California limited liability company ("Larch"), whose proportional interest in the warrants held by Pinecrest was warrants to purchase 1,350 shares. (continued on footnote 12).
12. Each of Mulberry and Larch may be deemed to have shared indirect beneficial ownership of the warrants beneficially owned by Pinecrest, but disclaim such beneficial ownership, except to the extent of its pecuniary interest therein. Michael R. Milken is a general partner of Mulberry and in such capacity may be deemed to have shared indirect beneficial ownership of the shares that Mulberry may be deemed to have shared, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. The members of Larch are irrevocable trusts for the benefit of the children of Lowell J. Milken. Michael R. Milken and Lowell J. Milken disclaims beneficial ownership of shares that such trusts may be deemed to have beneficial ownership of.
13. As of December 31, 2004, Blueridge Associates, LLC, a Delaware limited liability company ("Blueridge") held warrants to purchase 44,000 shares. The members of Blueridge were (i) Mulberry, whose proportional interest in the warrants held by Blueridge was warrants to purchase 1,320 shares, (ii) Knowledge Industries LLC, a California limited liability company ("Knowledge Industries"), whose proportional interest in the warrants held by Blueridge was warrants to purchase 30,800 shares, (iii) Whitewell Partners LP, a California limited partnership ("Whitewell"), whose proportional interest in the warrants held by Blueridge was warrants to purchase 2,640 shares, (iv) EJ Associates, a California partnership ("EJ Associates"), whose proportional interest in the warrants held by Blueridge was warrants to purchase 1,760 shares, and (v) Greenstone Financial, a California general partnership ("Greenstone"), whose proportional interest in the warrants held by Blueridge was warrants to purchase 7,480 shares. (continued on footnote 14).
14. Each of Mulberry, Knowledge Industries, Whitewell, EJ Associates and Greenstone may be deemed to have shared indirect beneficial ownership of the shares beneficially owned by Blueridge, but disclaim such beneficial ownership, except to the extent of its pecuniary interest therein. Michael R. Milken is a general partner of Mulberry and a member of Knowledge Industries, and in such capacities may be deemed to have shared indirect beneficial ownership of the shares that Mulberry and Knowledge Industries may be deemed to have beneficial ownership of, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. (continued on footnote 15)
15. Lowell J. Milken is a general partner of Whitewell, EJ Associates and Greenstone and in such capacities may be deemed to have shared indirect beneficial ownership of the shares that Whitewell, EJ Associates and Greenstone may be deemed to have beneficial ownership of, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.
16. On December 30, 2005, Pinecrest and Blueridge sold warrants to purchase 9,000 and 44,000 shares, respectively.
White Rock Partners /s/ Stanley E. Maron By: Stanley E. Maron, Secretary 06/04/2007
Entec Associates /s/ Stanley E. Maron By: Stanley E. Maron, Secretary 06/04/2007
Goldsprings Partners /s/ Stanley E. Maron By: Stanley E. Maron, Secretary 06/04/2007
Krest LLC /s/ Stanley E. Maron By: Stanley E. Maron, Secretary 06/04/2007
ET Holdings, L.L.C. /s/ Stanley E. Maron By: Stanley E. Maron, Secretary 06/04/2007
ET Consolidated, L.L.C. /s/ Stanley E. Maron By: Stanley E. Maron, Secretary 06/04/2007
Hampstead Associates, L.L.C. /s/ Stanley E. Maron By: Stanley E. Maron, Secretary 06/04/2007
Ridgeview Associates, LLC, /s/ Stanley E. Maron By: Stanley E. Maron, Secretary 06/04/2007
Michael R. Milken /s/ Micheal R. Milken, An individual 06/04/2007
Lowell J. Milken /s/ Lowell J. Milken, An individual 06/04/2007
** Signature of Reporting Person Date
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