UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-l(b), (c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO 13d-2
(Amendment No. 1)*
DAIRY MART CONVENIENCE STORES, INC.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
233860303
(CUSIP Number)
February 9, 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-l(b)
|X| Rule 13d-l(c)
| | Rule 13d-l(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 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 ("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).
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SCHEDULE 13G
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CUSIP No. 233860303 Page 2 of 8 Pages
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NAME OF REPORTING PERSON
1 SS. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Thistle Investment LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
NUMBER OF
SHARES 71,800
BENEFICIALLY -----------------------------------------------------------------
OWNED BY
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
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7 SOLE DISPOSITIVE POWER
71,800
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,800
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | |
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5% (See Note 1)
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12 TYPE OF REPORTING PERSON
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Note 1 - This Percentage is based on 4,891,378 shares of Common Stock
outstanding as of February 9, 2000.
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SCHEDULE 13G
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CUSIP No. 233860303 Page 3 of 8 Pages
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NAME OF REPORTING PERSON
1 SS. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Dorsey R. Gardner
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A
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5 SOLE VOTING POWER
NUMBER OF
SHARES 160,300 **Please refer to Item 4, Page 5 for disclaimer
BENEFICIALLY of beneficial ownership
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 6 SHARED VOTING POWER
PERSON
WITH 0
-----------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
160,300 **Please refer to Item 4, Page 5 for disclaimer
of beneficial ownership
-----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,300 **Please refer to Item 4, Page 5 for disclaimer of beneficial
ownership
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.3% (See Note 1) **Please refer to Item 4, Page 5 for disclaimer of
beneficial ownership
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12 TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Note 1 - This Percentage is based on 4,891,378 shares of Common Stock
outstanding as of February 9, 2000.
<PAGE>
SCHEDULE 13G
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CUSIP No. 233860303 Page 4 of 8 Pages
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Item 1(a). Name of issuer:
Dairy Mart Convenience Stores, Inc., a Delaware Corporation (the
"Company").
Item I(b). Address of Issuer's Principal Executive Offices:
210 Broadway East, Cuyahoga Falls, OH 44222.
Item 2(a). Name of Person Filing:
The Persons filing this statement are Thistle Investment, LLC, a Delaware
limited liability company ("LLC"), and Dorsey R. Gardner, a manager of LP
("Gardner") and Timothy G. Caffrey, a manager of LP ("Caffrey").
Item 2(b). Address of Principal Offices or, if None, Residence:
The business address of Gardner, and LLC is P.O. Box 190240 Miami Beach,
Florida 33119. The business address of Caffrey is One International Place,
Suite 2401, Boston, MA 02110.
Item 2(c). Citizenship:
Thistle Investment, LLC - Delaware
Dorsey R. Gardner - U.S.A.
Timothy G. Caffrey - U.S.A.
Item 2(d). Title of Class of Securities:
The title of the class of equity securities to which this statement
relates is the shares of Common Stock, par value $.01 per share (the "Shares"),
of the Company.
Item 2(e). CUSIP Number:
233860303
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SCHEDULE 13G
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CUSIP No. 233860303 Page 5 of 8 Pages
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Item 3. If the Statement is being filed pursuant to Rule 13d-l(b), or 13d-2(b)
or (c), check whether the filing person is a:
(a)| | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)| | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)| | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c);
(d)| | Investment company registered under Section 8 of the Investment Company
Act of 1940 (15U.S.C. 80a-8);
(e)| | An investment adviser in accordance with l3d-l(b)(I)(ii)(E);
(f)| | An employee benefit plan or endowment fund in accordance with 13d-I
(b)(I)(ii)(F);
(g)| | A parent holding company or control person in accordance with
13d-l(b)(1)(ii)(G);
(h)| | A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.1813);
(i)| | A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3);
(j)| | Group, in accordance with l3d-l(b)(l)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check this box. |X|
Item 4. Ownership:
The information in Items 5-11 on the cover pages (pages 2 through 4) of
this Schedule 13G is incorporated by reference.
The persons making this filing previously filed a Schedule 13G on January
21, 2000, disclosing their holdings of Class A shares of the Company. Effective
February 9, 2000, Class A shares and Class B shares of the Company were
converted to a single class of common shares.
As of the date of this statement, LLC is the beneficial owner of 71,800
Shares. Each Gardner and Caffrey, as a manager of LLC, may be deemed to
beneficially own Shares beneficially owned by LLC. Except to the extent of
their interests as members in LLC, Gardner and Caffrey expressly disclaims such
beneficial ownership and the filing of this statement shall not be construed as
an admission that Gardner or Caffrey is the beneficial owner of the Shares
owned by LLC and covered by this statement.
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SCHEDULE 13G
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CUSIP No. 233860303 Page 6 of 8 Pages
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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 had ceased to be the beneficial owner of more than
five percent of the class of securities, check the following |X|
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
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.
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SCHEDULE 13G
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CUSIP No. 233860303 Page 7 of 8 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.
Dated: March 22, 2000
THISTLE INVESTMENT, LLC
By: /s/ Timothy G. Caffrey
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Manager
DORSEY R. GARDNER
BY: /s/ Timothy G. Caffrey
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Attorney-in-Fact
/s/ Timothy G. Caffrey
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Timothy G. Caffrey
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention. Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
<PAGE>
SCHEDULE 13G
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CUSIP No. 233860303 Page 8 of 8 Pages
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EXHIBIT INDEX
99.1 Joint Filing Agreement. Incorporated herein by reference to Exhibit 99.1 in
Schedule 13G filed electronically with the Securities and Exchange Commission on
January 21, 2000 (Accession No. 0000898432-00-000070).
99.2 Power of Attorney. Incorporated herein by reference to Exhibit 99.2 in
Schedule 13G filed electronically with the Securities and Exchange Commission on
January 21, 2000 (Accession No. 0000898432-00-000070).
