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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
SAMUELS JEWELERS, INC.
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
796060101
(CUSIP NUMBER)
MONTH END 10/31/00 - 13G
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
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<CAPTION>
<S> <C>
(1) Name of Reporting Persons UBS Americas Inc. (successor by merger to
PaineWebber Group Inc.
S.S. or I.R.S. Identification 06-1595848
Nos. of Above Persons
(2) Check the Appropriate Box if a Member of Group (a)
(See Instructions) (b) X
(3) SEC Use Only
(4) Citizenship of Place of Organization State of Delaware
Number of Shares Beneficially Owned by Each Reporting Person (5) Sole Voting Power 23,750
With
(6) Shared Voting Power 0
(7) Sole Dispositive Power 0
(8) Shared Dispositive Power 23,750
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 23,750
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
(11) Percent of Class Represented by Amount in Row 9 0.3%
(12) Type of Reporting Person (See Instructions) HC, CO
</TABLE>
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Item 1 (a) Name of Issuer SAMUELS JEWELERS, INC.
Item 1 (b) Address of Issuer's Principal Executive Offices
2914 Montopolis Dr., Suite 200
Austin, TX 78741
Item 2 (a) Name of Person Filing
UBS Americas Inc.
Item 2 (b) Address of Principal Business office:
677 Washington Boulevard
Stamford, CT 06901
Item 2 (c) Citizenship:
State of Delaware
Item 2 (d) Title of Class of Securities.
Common Stock
Item 2 (e) CUSIP Number.
796060101
Item 3 The person filing this statement pursuant to Rule 13d-1
or 13d-2 is:
(g) Parent Holding Company, in accordance with
240.13d-1(b) ii(g)
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<S> <C>
Item 4 Ownership
(a) Amount Beneficially Owned 23,750
(b) Percent of Class 0.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 23,750
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the disposition of 0
(iv) shared power to dispose or to direct the disposition of 23,750
</TABLE>
Item 5 Ownership of Five Percent or Less of a Class. |X|
Item 6 Ownership of More than Five Percent on Behalf of Another Person
Inapplicable
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Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company
MHAM - 23,750
Mitchell Hutchins Asset Management Inc. ("MHAM") is a
wholly-owned subsidiary of PaineWebber Incorporated ("PWI"),
which is in turn a wholly-owned subsidiary of UBS Americas Inc.,
which is the successor by merger to PaineWebber Group Inc. PWI
and MHAM are broker-dealers registered under Section 15 of the
Securities Exchange Act of 1934, and are investment advisers
registered under Section 203 of the Investment Advisers Act of
1940.
Item 8 Identification and Classification of Members of the Group
Inapplicable
Item 9 Notice of Dissolution of the Group.
Inapplicable
Item 10 Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any transactions
having such purposes or effect.
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.
Date: November 17, 2000
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Signature: /s/ Louis Eber
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Name and Title: Louis Eber
Executive Director
Signature: /s/ Sarah Starkweather
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Name and Title: Sarah Starkweather
Director
