SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)(1)
MOUNTAIN PROVINCE MINING, INC.
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(Name of Issuer)
Common Stock, No Par Value Per Share
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(Title of Class of Securities)
62426E105
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(CUSIP Number)
Judy K. Mencher
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02181
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 14, 1997
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
(Page 1 of 14 Pages)
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(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 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 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 62426E105 Page 2 of 14 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital Management, LLC
04-3300754
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
SEE ITEM #5 (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
COMMONWEALTH OF MASSACHUSETTS
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,374,300
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 3,374,300
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,374,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.60%
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 62426E105 Page 3 of 14 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Overseas Corp.
98-0151108
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
SEE ITEM #5 (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,510,770
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 2,510,770
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,510,770
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.60%
14 TYPE OF REPORTING PERSON *
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 62426E105 Page 4 of 14 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Galileo Fund, L.P.
04-3258283
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
SEE ITEM #5 (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 93,250
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 93,250
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,250
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.43%
14 TYPE OF REPORTING PERSON *
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 62426E105 Page 5 of 14 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Galileo, LLC
04-3304422
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
SEE ITEM #5 (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
COMMONWEALTH OF MASSACHUSETTS
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,604,020
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 2,604,020
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,604,020
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.03%
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 62462E105 Page 6 of 14 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Copernicus Fund, L.P.
04-3193825
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
SEE ITEM #5 (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 594,820
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 594,820
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
594,820
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.75%
14 TYPE OF REPORTING PERSON *
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 62462E105 Page 7 of 14 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Copernicus, LLC
04-3304417
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
SEE ITEM #5 (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
COMMONWEALTH OF MASSACHUSETTS
NUMBER OF 7 SOLE VOTING POWER
SHARES 594,820
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 594,820
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
594,820
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.75%
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 62462E105 Page 8 of 14 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kepler Overseas Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
SEE ITEM #5 (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 87,730
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 87,730
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,730
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.41%
14 TYPE OF REPORTING PERSON *
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 62462E105 Page 9 of 14 Pages
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This Amendment No. 3 to Schedule 13D ("Amendment No. 3") should be read in
conjunction with the Schedule 13D (the "Schedule 13D"), dated April 14, 1997 and
Amendment No. 1, dated January 2, 1997 and Amendment No. 2 dated February 18,
1997, and filed with the Securities and Exchange Commission by DDJ Capital
Management, LLC., a Massachusetts limited liability company ("DDJ"), and certain
affiliates relating to the common stock, no par value (the "Common Stock" or the
"Shares"), of Mountain Province Mining, Inc. (the "Issuer" or the "Company").
This Amendment No. 3 amends the Schedule 13D and Amendment Nos. 1 and 2 only
with respect to those items listed below. All capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto on the Schedule 13D or
Amendment Nos. 1 and 2.
The filing of this Amendment No. 3 is not, and should not be deemed to be,
an admission that the Schedule 13D or any Amendment thereto is required to be
filed.
Item 2. Identity and Background:
Item 2 is deleted in its entirety and amended as follows:
This statement is being filed jointly by DDJ Capital Management, LLC.
("DDJ"), a Massachusetts limited liability company, DDJ Overseas Corp., a Cayman
Islands corporation, The Galileo Fund, L.P., a Delaware limited partnership, DDJ
Galileo, LLC, a Massachusetts limited liability company, The Copernicus Fund,
L.P., a Delaware limited partnership, DDJ Copernicus, LLC, a Massachusetts
limited liability company, and Kepler Overseas Corp., a Cayman Islands
corporation. Each of the aforementioned entities shall be collectively referred
to as the "DDJ Affiliates". DDJ Copernicus, LLC is the general partner of, and
DDJ (as a result of the merger of DDJ Copernicus Management, LLC with DDJ) is
the investment manager for The Copernicus Fund, L.P. DDJ Galileo, LLC owns all
of the voting securities of, and DDJ (as a result of the merger of DDJ Galileo
Management, LLC with DDJ) is the investment manager for DDJ Overseas Corp. DDJ
Galileo, LLC is the general partner of, and DDJ (as a result of the merger of
DDJ Galileo Management, LLC with DDJ) is the investment manager for The Galileo
Fund, L.P. DDJ is also the investment manager for Kepler Overseas Corp. and
Crocodile I, LLC, a Cayman Islands limited liability company (the "Advisory
Account"). The principal office of each of DDJ and the DDJ Affiliates, with the
exception of DDJ Overseas Corp. and Kepler Overseas Corp. are located at 141
Linden Street, Suite 4, Wellesley, Massachusetts 02181. The principal office of
DDJ Overseas Corp. and Kepler Overseas Corp. is: c/o Goldman Sachs (Cayman)
Trust, Ltd., P.O. Box 896, Harbour Centre, George Town, Grand Cayman, Cayman
Islands, British West Indies.
The name, residence, or business address, principal occupation or
employment and citizenship of each of the executive officers and members of DDJ
and each of the DDJ Affiliates are set forth on Schedule A hereto.
Within the past five years, none of the DDJ Affiliates or the persons
listed on Schedule A has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to any civil
proceeding and as a result thereof was or is subject to any judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any violations
with respect to such laws.
The shares to which this statement relates are owned by either The
Copernicus Fund, L.P., The Galileo Fund, L.P., DDJ Overseas Corp., Kepler
Overseas Corp. (collectively, the "Funds") or the Advisory Account.
<PAGE>
SCHEDULE 13D
CUSIP No. 62462E105 Page 10 of 14 Pages
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Item 3. Source and Amount of Funds or Other Consideration.
Paragraph 1 is deleted in its entirety and amended as set forth below.
The Funds and Advisory Account which own or owned Shares purchased
in the aggregate 3,374,300 shares for cash in the amount of approximately
$14,844,201.16 including brokerage commissions. All of the 594,820 Shares of
common stock now owned by The Copernicus Fund, L.P. were purchased for cash or
on margin pursuant to a typical customer margin agreement with Goldman Sachs &
Co.; and all of the 2,510,770 Shares now owned by DDJ Overseas Corp. were
purchased for cash or on margin pursuant to a typical customer margin agreement
with Goldman Sachs & Co.; all of the 93,250 Shares now owned by The Galileo
Fund, L.P., were purchased for cash, all of the 87,730 Shares now owned by
Kepler Overseas Corporation were purchased for cash or on margin pursuant to a
typical customer margin agreement with Goldman Sachs & Co. and all of the 87,730
shares now owned by the Advisory Account were purchased for cash or on margin
pursuant to a typical customer margin agreement with Goldman Sachs & Co.
During the period from February 19, 1997 to April 18, 1997, the Funds
and/or Advisory Account bought 247,900 Shares. The attached Schedule B sets
forth Shares purchased and/or sold by the Funds and/or Advisory Account since
February 19, 1997.
Item 5. Interest in Securities of Issuer.
Item 5 is deleted in its entirety and amended as set forth below.
(a) DDJ Overseas Corp. owns, and DDJ Galileo, LLC and DDJ beneficially
own as majority shareholder and investment manager, respectively, of DDJ
<PAGE>
SCHEDULE 13D
CUSIP No. 62462E105 Page 11 of 14 Pages
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Overseas Corp., 2,510,770 Shares, including 150,000 Warrants to purchase common
stock,* or approximately 11.60% of the outstanding Shares of the Company. The
Copernicus Fund, L.P. owns, and DDJ Copernicus, LLC and DDJ beneficially own, as
general partner and investment manager, respectively, of The Copernicus Fund,
L.P., 594,820 Shares, or approximately 2.75% of the outstanding Shares of the
Company. The Galileo Fund, L.P. owns, and DDJ Galileo, LLC and DDJ beneficially
own as the general partner and investment manager, respectively, of The Galileo
Fund, L.P., 93,250 Shares or approximately .43% of the Company. Kepler Overseas
Corp. owns, and DDJ, as investment manager for Kepler Overseas Corp.
beneficially owns, 87,730 Shares or approximately .41% of the Company. DDJ, as
investment manager to the Funds and the Advisory Account may be deemed to
beneficially own 3,374,300 Shares, or approximately 15.60% of the outstanding
Shares of the Company. Daniel G. Harmetz, a Member of DDJ, DDJ Galileo, LLC, and
DDJ Copernicus, LLC, beneficially owns 75,000 Shares representing 0.35% of the
outstanding shares of the Company. He has sole power to vote and to dispose of
such Shares. Neither DDJ nor any of the DDJ Affiliates and, to the best
knowledge of DDJ and the DDJ Affiliates, with the exception of Mr. Harmetz, none
of the persons named in Schedule A, beneficially own any other Shares.
(b) Each of the aforementioned entities has sole power to vote and to
dispose of the Shares so indicated.
(c) During the period from February 19, 1997, to April 18, 1997, the
Funds and Advisory Account have purchased 247,900 Shares. Except as set forth on
the attached Schedule-B, or Schedule B to the Schedule 13D or Amendment Nos. 1
and 2 none of the DDJ Affiliates, and, to the best knowledge of the DDJ
Affiliates, none of the persons named in Schedule A hereto have effected any
transaction in the Shares during the past sixty days.
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*Each Warrant entitles the holder to purchase one share of common stock at a
price of $5.75 per share until December 31, 1997.
<PAGE>
SCHEDULE 13D
CUSIP No. 62462E105 Page 12 of 14 Pages
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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.
DDJ CAPITAL MANAGEMENT, LLC
BY: /s/ Judy K. Mencher
______________________________
Judy K. Mencher
Member
<PAGE>
SCHEDULE 13D
CUSIP No. 62462E105 Page 13 of 14 Pages
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SCHEDULE A
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The name and present principal occupation or employment of each executive
officer and member of DDJ Capital Management, LLC and each of the DDJ Affiliates
are set forth below. The business address of each person is 141 Linden Street,
Suite 4, Wellesley, MA 02181 and the address of the corporation or organization
in which such employment is conducted is the same as each person's business
address, except that the principal address of DDJ Overseas Corp. and Kepler
Overseas Corp. is set forth in Item 2. All of the persons listed below are U.S.
citizens.
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
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Daniel G. Harmetz Principal of DDJ Capital Management, LLC, DDJ Galileo
LLC and DDJ Copernicus, LLC
David J. Breazzano Principal of DDJ Capital Management, LLC, DDJ Galileo,
LLC and DDJ Copernicus, LLC
Judy K. Mencher Principal of DDJ Capital Management, LLC, DDJ Galileo,
LLC, DDJ Copernicus, LLC, Vice President of DDJ Overseas
Corp. and Director of Kepler Overseas Corp.
<PAGE>
SCHEDULE 13D
CUSIP No. 62462E105 Page 14 of 14 Pages
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SCHEDULE B
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Mountain Province Mining, Inc.
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Set forth below is an itemization of all purchases and sales of Shares
since February 19, 1997. The transactions were made for cash in open market
transactions.
TYPE : PURCHASE AGGREGATE
DATE OR SALE SHARES PRICE
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3/5/97 PURCHASE 28,000 $100,044.00
3/7/97 PURCHASE 52,500 $213,452.50
3/10/97 PURCHASE 25,000 $ 91,695.00
3/27/97 PURCHASE 67,800 $168,021.97
4/7/97 PURCHASE 6,000 $ 12,283.79
4/9/97 PURCHASE 27,100 $ 47,452.10
4/14/97 PURCHASE 25,000 $ 42,705.00
4/17/97 PURCHASE 6,500 $ 11,467.95
4/18/97 PURCHASE 10,000 $ 22,087.00
