SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)(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)
January 2, 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 2,898,900
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 2,898,900
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,898,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.40%
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 2,233,650
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 2,233,650
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,233,650
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.32%
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 2,326,900
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 2,326,900
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,326,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.75%
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 531,700
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 531,700
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
531,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.46%
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 531,700
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 531,700
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
531,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.46%
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 20,300
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 20,300
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.09%
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. 1 to Schedule 13D ("Amendment No. 1") should be read in
conjunction with the Schedule 13D (the "Schedule 13D"), dated April 8, 1996 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. 1 amends the Schedule 13D 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.
The filing of this Amendment No. 1 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 Identity and Background.
Paragraphs 1 and 2 are deleted in their entirety and amended as set
forth below.
This statement is being filed jointly by DDJ Capital Management, LLC
("DDJ"), a Massachusetts limited liability company, DDJ Overseas Corp., a Cayman
Islands corporation, DDJ Galileo, LLC, a Massachusetts limited liability
company, The Galileo Fund, L.P., a Delaware limited partnership, Kepler Overseas
Corp., a Cayman Islands corporation, The Copernicus Fund, L.P., a Massachusetts
limited partnership, and DDJ Copernicus, LLC, a Massachusetts limited liability
company. 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 and into 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 and into 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 and into 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 Shares described herein are owned by either The Copernicus Fund,
L.P., The Galileo Fund, L.P., Kepler Overseas Corp., DDJ Overseas Corp.
(jointly, the "Funds") or 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), Harbor Center, 2nd Floor, George
Town, Post Office Box 896, Grand Cayman Islands.
<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 2,898,900 shares for cash in the amount of approximately
$13,366,816.68 including brokerage commissions. All of the 531,700 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 2,233,650 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 20,300 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 20,000
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., 2,233,650 Shares, including 300,000 Special Warrants*, or
approximately 10.32% 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.,
531,700 Shares, or approximately 2.46% 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, 20,300 Shares or approximately .09% of the Company. DDJ, as investment
manager to the Funds and the Advisory Account may be deemed to beneficially own
2,898,900 Shares, or approximately 13.40% 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 December 3, 1996, to the date hereof, the
Funds and Advisory Account have purchased 230,900 Shares. Except as set forth on
the attached Schedule-B, or Schedule B to the Schedule 13D 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 Special Warrant is exercisable into one unit consisting of one Share of
Common Stock and one-half of one common Share purchase warrant (a "Unit") on or
before the earlier of October 10, 1997 or five business days after the date on
which the last of the receipts for the Company's final prospectus qualifying
distribution of the Units is issued by the appropriate securities regulatory
authorities. Any Special Warrant not exercised prior to such earlier date will
be deemed to be exercised in full. The Company is responsible for qualifying
distribution of the Units with appropriate securities regulatory authorities,
and if such qualification is not completed by February 7, 1997, each Special
Warrant will be exercisable into 1.1 Shares of Common Stock and .55 common
Share purchase warrants.
<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: January 8, 1996
______________________________
<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 December 3, 1996. The transactions were made for cash in open market
transactions.
TYPE - PURCHASE AGGREGATE
DATE OR SALE SHARES PRICE
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12/3/96 Purchase 25,000 $79,375.00
12/10/96 Purchase 8,400 $26,535.60
12/11/96 Purchase 20,000 $61,560.00
12/12/96 Purchase 20,000 $62,450.00
12/13/96 Purchase 20,000 $61,750.00
12/16/96 Purchase 10,000 $30,670.00
12/17/96 Purchase 10,000 $30,260.00
Purchase 10,000 $29,800.00
12/19/96 Purchase 17,000 $51,459.00
12/20/96 Purchase 20,000 $61,260.00
12/23/96 Purchase 5,000 $15,315.00
12/26/96 Purchase 5,000 $15,000.00
12/27/96 Purchase 300 $918.60
12/30/96 Purchase 500 $1,546.25
Purchase 15,000 $46,875.00
Purchase 13,800 $44,201.40
12/31/96 Purchase 5,000 $16,250.00
Purchase 5,900 $18,891.80
1/2/97 Purchase 20,000 $60,620.00
220,900
