SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
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)
(Amendment No. 1)
American Community Newspapers Inc.
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(Name of Issuer)
Common Stock, $.0001 Par Value
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(Title of Class of Securities)
02520T103
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(CUSIP Number)
December 31, 2007
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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)
CUSIP No. 02520T103
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1. NAME OF REPORTING PERSONS
Brian Taylor
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,021,800
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,021,800
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,021,800
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.53%
12. TYPE OF REPORTING PERSON
IN
CUSIP No. 02520T103
---------------------
1. NAME OF REPORTING PERSONS
Pine River Capital Management L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
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
1,021,800
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,021,800
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,021,800
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.53%
12. TYPE OF REPORTING PERSON
PN
CUSIP No. 02520T103
---------------------
1. NAME OF REPORTING PERSONS
Nisswa Master Fund Ltd.
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
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
990,700
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
990,700
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
990,700
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
6.34%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP No. 02520T103
---------------------
Item 1(a). Name of Issuer:
American Community Newspapers Inc.
____________________________________________________________________
Item 1(b). Address of Issuer's Principal Executive Offices:
14875 Landmark Boulevard, Suite 110
Addison, Texas 75254
____________________________________________________________________
Item 2(a). Name of Persons Filing:
Brian Taylor
Pine River Capital Management L.P.
Nisswa Master Fund Ltd.
____________________________________________________________________
Item 2(b). Address of Principal Business Office, or if None, Residence:
Brian Taylor
Pine River Capital Management L.P.
601 Carlson Parkway
Suite 330
Minnetonka, Minnesota 55305
Nisswa Master Fund Ltd.
c/o Pine River Capital Management L.P.
601 Carlson Parkway
Suite 330
Minnetonka, Minnesota 55305
____________________________________________________________________
Item 2(c). Citizenship:
Brian Taylor - United States
Pine River Capital Management L.P. - Delaware
Nisswa Master Fund Ltd. - Cayman Islands
____________________________________________________________________
Item 2(d). Title of Class of Securities:
Common Stock, $.0001 Par Value
____________________________________________________________________
Item 2(e). CUSIP Number:
02520T103
____________________________________________________________________
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 Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(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 association 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;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Brian Taylor 1,021,800
Pine River Capital Management L.P. 1,021,800
Nisswa Master Fund Ltd. 990,700
______________________________________________________________________
(b) Percent of class:
Brian Taylor 6.53%
Pine River Capital Management L.P. 6.53%
Nisswa Master Fund Ltd. 6.34%
______________________________________________________________________
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
Brian Taylor 0
Pine River Capital Management L.P. 0
Nisswa Master Fund Ltd. 0
(ii) Shared power to vote or to direct the vote:
Brian Taylor 1,021,800
Pine River Capital Management L.P. 1,021,800
Nisswa Master Fund Ltd. 990,700
(iii) Sole power to dispose or to direct the disposition of:
Brian Taylor 0
Pine River Capital Management L.P. 0
Nisswa Master Fund Ltd. 0
(iv) Shared power to dispose or to direct the disposition of
Brian Taylor 1,021,800
Pine River Capital Management L.P. 1,021,800
Nisswa Master Fund Ltd. 990,700
Item 5. Ownership of Five Percent or Less of a Class.
N/A
_______________________________________________________________________
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
N/A
_______________________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
N/A
_______________________________________________________________________
Item 8. Identification and Classification of Members of the Group.
N/A
_______________________________________________________________________
Item 9. Notice of Dissolution of Group.
N/A
______________________________________________________________________
Item 10. Certifications.
By signing below, each reporting person certifies that, to the best of its
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.
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.
BRIAN TAYLOR
/s/ Brian Taylor
___________________
Title: Principal
PINE RIVER CAPITAL MANAGEMENT L.P.
By: Brian Taylor
/s/ Brian Taylor
___________________
By: Brian Taylor
NISSWA MASTER FUND LTD.
By: Brian Taylor
/s/ Brian Taylor
___________________
By: Brian Taylor
Date: February 8, 2008
*The Reporting Persons disclaim beneficial ownership in the common stock
reported herein except to the extent of their pecuniary interest therein.
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13G dated February 8, 2008 relating to
the Common Stock, $.0001 Par Value of American Community Newspapers Inc. shall
be filed on behalf of the undersigned.
BRIAN TAYLOR
/s/ Brian Taylor
___________________
Title: Principal
PINE RIVER CAPITAL MANAGEMENT L.P.
By: Brian Taylor
/s/ Brian Taylor
___________________
By: Brian Taylor
NISSWA MASTER FUND LTD.
By: Brian Taylor
/s/ Brian Taylor
___________________
By: Brian Taylor
SK 25686 0003 850970