SC 13G, 2001-01-19
Next: IXL ENTERPRISES INC, 8-K, 2001-01-19


                                  UNITED STATES
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)

           TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)
                               (Amendment No. 1)*

                            SPECIALTY CATALOGUE CORP.
                                (Name of Issuer)

                          Common Stock, $.01 par value
                         (Title of Class of Securities)

                                   84748 Q 103
                                 (CUSIP Number)

                                October 11, 2000
                          (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)

         *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 in 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 (the "Act") 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 1 of 6


CUSIP No. 84748 Q 103

1        Name of Reporting Person

         I.R.S. Identification No. of Above Person (Entities Only)

                                            Nicolas Berggruen

2        Check the Appropriate Box If a Member of a Group
                                            a.  / /
                                            b.  / /
3        SEC Use Only

4        Citizenship or Place of Organization

                                            United States of America

                       5        Sole Voting Power
      Number of                      0

Beneficially Owned by  6        Shared Voting Power
         Each                        249,400
     Person With

                       7        Sole Dispositive Power


                       8        Shared Dispositive Power


9        Aggregate Amount Beneficially Owned by Each Reporting Person


10       Check Box If the Aggregate Amount in Row (11) Excludes Certain
         Shares                                                            / /

11       Percent of Class Represented By Amount in Row (11)


12       Type of Reporting Person


                                  Page 2 of 6

                           This initial statement on Schedule 13G is being filed
                  pursuant to Rule 13d-1(c) under the Securities Exchange Act of
                  1934, as amended, by Nicolas Berggruen ("Berggruen").
                  Capitalized terms used but not otherwise defined herein shall
                  have the meaning ascribed to such terms in the Schedule 13G.

Item 1(a).        Name of Issuer:

                  Specialty Catalogue Corp.

Item 1(b).        Address of Issuer's Principal Executive Offices:

                  21 Bristol Drive
                  South Easton MA 02375

Item 2(a).         Name of Persons Filing:

                   Nicolas Berggruen

Item 2(b).         Address of Principal Business Office or, if none, Residence:

                  499 Park Avenue
                   New York, New York 10022

Item 2(c).         Citizenship:

                  United States of America

ITEM 2(d).        Title of Class of Securities:

                  Common Stock, $0.01 Par Value

ITEM 2(e).        CUSIP Number:

                  84748 Q 103

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:

                  This statement is filed on behalf of Berggruen pursuant to
                  Rule 13d-1(c).

Item 4.           Ownership.

                  (a)    Amount Beneficially Owned:

                  Berggruen is deemed to beneficially own 249,400 shares of
                  Common Stock held by Alexander Enterprise Holding Corp.

                  (b)    Percent of Class:

                                  Page 3 of 6
                  The 249,400 shares of Common Stock deemed beneficially owned
                  by Berggruen constitute approximately 5.75% of the issued and
                  outstanding shares of Common Stock.

                   c)    Number of shares as to which such person has:

                         (i)       sole power to vote or to direct the vote


                         (ii)      shared power to vote or to direct the vote


                         (iii)     sole power to dispose or to direct the
                                   disposition of


                         (iv)      shared power to dispose or to direct the d
                                   isposition of


Item 5.           Ownership of Five Percent or Less of a Class.

                           If this statement is being filed to report the fact
                  that as of the date hereof the reporting person has ceased to
                  be the beneficial owner of more than five percent of the class
                  of securities, check the following [ ].

Item 6.           Ownership of More than Five Percent on Behalf of Another

                  Not applicable.

Item 7.           Identification and Classification of the Subsidiary Which
                  Acquired the Security Being Reported on by the Parent Holding
                  Company or Control Person.

                           Nicolas Berggruen acts as an investment advisor to
                  Alexander Enterprise Holding Corp., a British Virgin Islands
                  corporation ("Alexander"), which holds 249,400 shares of
                  Common Stock of Specialty Catalogue Corp. Nicolas Berggruen
                  disclaims beneficial ownership of, and does not have a
                  pecuniary interest in, the shares of Common Stock held by
                  Alexander and this Schedule 13-G shall not be deemed an
                  admission that Nicolas Berggruen is a beneficial owner of such
                  securities for purposes of Section 13(d) of the Exchange Act
                  of 1934, as amended, or for any other purpose.

Item 8.           Identification and Classification of Members of the Group

                  Not applicable.

                                  Page 4 of 6

Item 9.           Notice of Dissolution of Group

                  Not applicable.

Item 10.           Certification.

                   By signing below I certify that, to the best of my 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.

                                  Page 5 of 6


     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

Dated:  January 19, 2001

                                    By:      /s/ Nicolas Berggruen
                                               Nicolas Berggruen

                                  Page 6 of 6

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