SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)(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)
February 18, 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 13 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 13 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 3,126,400
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 3,126,400
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,126,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.45%
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 62426E105 Page 3 of 13 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 2,324,850
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 2,324,850
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,324,850
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.74%
14 TYPE OF REPORTING PERSON *
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 62426E105 Page 4 of 13 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 13 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 2,418,100
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 2,418,100
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,418,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.17%
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 62462E105 Page 6 of 13 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
COMMONWEALTH OF MASSACHUSETTS
NUMBER OF 7 SOLE VOTING POWER
SHARES 547,720
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 547,720
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
547,720
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.53%
14 TYPE OF REPORTING PERSON *
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 62462E105 Page 7 of 13 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 547,720
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 547,720
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
547,720
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.53%
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 62462E105 Page 8 of 13 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 80,290
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 80,290
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,290
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.37%
14 TYPE OF REPORTING PERSON *
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 62462E105 Page 9 of 13 Pages
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This Amendment No. 2 to Schedule 13D ("Amendment No. 2") should be read in
conjunction with the Schedule 13D (the "Schedule 13D"), dated April 8, 1996 and
Amendment No. 1, dated January 2, 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. 2 amends the Schedule
13D and Amendment No. 1 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 No. 1.
The filing of this Amendment No. 2 is not, and should not be deemed to be,
an admission that the Schedule 13D or any Amendment thereto is required to be
filed.
<PAGE>
SCHEDULE 13D
CUSIP No. 62462E105 Page 10 of 13 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 3,126,400 shares for cash in the amount of approximately
$14,134,991.49 including brokerage commissions. All of the 547,720 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 2,324,850 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 80,290 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 80,290
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.
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 13 Pages
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Overseas Corp., 2,324,850 Shares, including 150,000 Warrants to purchase common
stock,* or approximately 10.74% 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., 547,720 Shares, or approximately 2.53% 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, 80,290 Shares or approximately .37% of the Company. DDJ, as
investment manager to the Funds and the Advisory Account may be deemed to
beneficially own 3,126,400 Shares, or approximately 14.45% 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 January 8, 1996, to the date hereof, the
Funds and Advisory Account have purchased 227,500 Shares. Except as set forth on
the attached Schedule-B, or Schedule B to the Schedule 13D or Amendment No. 1,
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 13 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
Date: February 27, 1997
______________________________
<PAGE>
SCHEDULE 13D
CUSIP No. 62462E105 Page 13 of 13 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 January 8, 1997. The transactions were made for cash in open market
transactions.
TYPE - PURCHASE AGGREGATE
DATE OR SALE SHARES PRICE
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1/8/97 Purchase 19,700 $ 59,572.80
1/10/97 Purchase 10,000 $ 32,170.00
1/15/97 Purchase 7,800 $ 25,209.60
1/16/97 Purchase 10,000 $ 32,370.00
1/17/97 Purchase 8,200 $ 27,445.40
1/23/97 Purchase 30,000 $105,500.00
1/27/97 Purchase 29,300 $ 99,529.00
1/28/97 Purchase 29,600 $100,196.01
1/30/97 Purchase 15,900 $ 55,332.00
1/31/97 Purchase 24,000 $ 83,520.00
2/7/97 Purchase 10,000 $ 34,350.00
2/12/97 Purchase 13,000 $ 45,320.00
2/18/97 Purchase 20,000 $ 67,660.00
