UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Mountain Province Mining, Inc.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
62426E402
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(CUSIP Number)
Wendy Schnipper Clayton, Esq.
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02482-7910
781-283-8500
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(Name, address and telephone number of person authorized to receive notices and
communications)
July 18, 2000
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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 [ ].
(Continued on following pages)
(Page 1 of 11 Pages)
<PAGE>
SCHEDULE 13D
CUSIP NO. 62426E402 PAGE 2 OF 11 PAGES
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*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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 2,933,851
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,933,851
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,933,851
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 62426E402 PAGE 3 OF 11 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Overseas Corporation
98-01511108
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(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 1,948,531
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,948,531
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,948,531
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 62426E402 PAGE 4 OF 11 PAGES
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*
SEE ITEM #5 (a) [ X ]
(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 888,235
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 888,235
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
888,235
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 62426E402 PAGE 5 OF 11 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Galileo, LLC
04-3495504
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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 2,836,766
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,836,766
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,846,766
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 62426E402 PAGE 6 OF 11 PAGES
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*
SEE ITEM #5 (a) [ X ]
(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 97,085
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 97,085
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,085
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 62426E402 PAGE 7 OF 11 PAGES
ITEM 1. SECURITY AND ISSUER:
This Amendment No. 1 to Schedule 13d ("Amendment No. 1") should be read in
conjunction with the Schedule 13D dated November 1, 1997 ("Schedule 13D") as
filed with the Securities and Exchange Commission by DDJ Capital Management,
LLC, a Massachusetts limited liability company, and certain affiliates. 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.
This filing of this statement is not, and should be deemed to be, an
admission that the Schedule 13D or any Amendment thereto is required to be
filed.
This statement relates to shares of the common stock, no par value (the
"Shares") of Mountain Province Mining, Inc. (the "Company"). The principal
executive offices of the Company are located at Suite 1205-789 West Pender
Street, Vancouver, BC V6C 1H2, Canada.
ITEM 2. IDENTITY AND BACKGROUND:
First and second paragraphs in Item 2 are deleted in its 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 Corporation, a
Cayman Islands corporation, The Galileo Fund, a Delaware limited partnership,
DDJ Galileo, 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 Galileo, LLC owns all
of the voting securities of, and DDJ is the investment manager for, DDJ Overseas
Corp. DDJ Galileo, LLC is the general partner of, and DDJ is the investment
manager for The Galileo Fund, L.P. DDJ is also the investment manager for
Kepler Overseas Corp.
The Shares described herein are owned by one or more of the DDJ Overseas
Corporation, The Galileo Fund, L.P. and Kepler Overseas Corp. The principal
office of each of DDJ and the DDJ Affiliates, with the exception of DDJ Overseas
Corporation and Kepler Overseas Corp., are located at 141 Linden Street, Suite
4, Wellesley, Massachusetts 02482. The principal office of DDJ Overseas
Corporation and Kepler Overseas Corp. is: c/o Goldman Sachs (Cayman), Harbour
Centre, George Town, Post Office Box 896, Grand Cayman Islands.
<PAGE>
SCHEDULE 13D
CUSIP NO. 62426E402 PAGE 8 OF 11 PAGES
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
Item 3 is amended by adding the following sentence.
Shares purchased by DDJ Overseas Corporation, The Galileo Fund, L.P. and
Kepler Overseas Corp. since May 19, 2000 are set forth on the attached Schedule
B.
ITEM 5. INTEREST IN SECURITIES OF ISSUER:
Item 5(a) is deleted in its entirety and amended as set forth below:
(a) DDJ Overseas Corporation owns, and DDJ Galileo, LLC and DDJ
beneficially own, as majority shareholder and investment manager, respectively,
of DDJ Overseas Corporation 1,948,131 Shares or approximately 4.6% of the
Company. The Galileo Fund, L.P. owns, and DDJ Galileo, LLC and DDJ beneficially
own, as general partner and investment manager, respectively of The Galileo
Fund, L.P., 888,235 Shares or approximately 2.1% of the Company. Kepler
Overseas Corp. owns, and DDJ, as investment manager of Kepler Overseas Corp. may
be deemed to beneficially own, 97,085 Shares or approximately .2% of the
Company. DDJ, as investment manager to DDJ Overseas Corporation, The Galileo
Fund, L.P., Kepler Overseas Corp. may be deemed to beneficially own 2,933,851
Shares, or approximately 6.9% of the outstanding Shares of the Company.
<PAGE>
SCHEDULE 13D
CUSIP NO. 62426E402 PAGE 9 OF 11 PAGES
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/ Wendy Schnipper Clayton
-----------------------------------------
Wendy Schnipper Clayton
Attorney-in-Fact*
* Limited Power of Attorney filed with the SEC on July 29, 1998 with Frontier
Airlines Schedule 13D Frontier Airlines Inc.
<PAGE>
SCHEDULE 13D
CUSIP NO. 62426E402 PAGE 10 OF 11 PAGES
SCHEDULE A
===========
The name and present principal occupation or employment of each executive
officer and member of DDJ Capital Management, LLC and each director of the DDJ
Affiliates are set forth below. The business address of each person and the
address of the corporation or organization in which such employment is conducted
is 141 Linden Street, Suite 4, Wellesley, MA 02482. Mr. Breazzano and Ms.
Mencher are U. S. citizens.
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
===== =======================================
David J. Breazzano Principal of DDJ Capital Management, LLC, DDJ Galileo,
LLC, DDJ Copernicus, LLC, GP III-A, LLC and October G.P., LLC
Judy K. Mencher Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC,
DDJ Copernicus, LLC, GP III-A, LLC, October G.P., LLC,
Vice President of DDJ Overseas Corporation and Director
of Kepler Overseas Corp.
<PAGE>
SCHEDULE 13D
CUSIP NO. 62426E402 PAGE 11 OF 11 PAGES
SCHEDULE B
===========
Mountain Province Mining, Inc.
==========================
Set forth below is an itemization of all sales of shares of Common Stock
since May 19, 2000. The transactions were made for cash in open market
transactions.
TYPE:
PURCHASE AGGREGATE
DATE OR SALE SHARES PRICE
5/19/00 SALE 18,000 $8,889.88
5/23/00 SALE 48,500 $23,672.01
5/24/00 SALE 15,000 $7,399.73
6/12/00 SALE 33,449 $18,349.47
6/13/00 SALE 60,000 $29,918.94
6/14/00 SALE 5,000 $2,499.90
6/15/00 SALE 33,600 $15,632.04
6/30/00 SALE 34,400 $19,270.21
7/6/00 SALE 17,000 $9,884.23
7/10/00 SALE 10,400 $5,317.33
7/17/00 SALE 60,500 $29,855.37
7/18/00 SALE 51,800 $25,463.13
7/20/00 SALE 19,800 $9,391.66
7/24/00 SALE 10,000 $4,687.83
