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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
SAMUELS JEWELERS, INC.
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
796060101
(CUSIP NUMBER)
MONTH END 8/31/00 - 13G
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
(1) Name of Reporting Persons PaineWebber Group Inc.
S.S. or I.R.S. Identification 13-2760086
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 (5) Sole Voting Power 1,046,011
Each Reporting Person With
(6) Shared Voting Power 0
(7) Sole Dispositive Power 0
(8) Shared Dispositive Power
1,046,011
(9) Aggregate Amount Beneficially Owned by 1,046,011
Each Reporting Person
(10) Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See
Instructions)
(11) Percent of Class Represented by Amount 13.1%
in Row 9
(12) Type of Reporting Person (See HC, CO
Instructions)
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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
PaineWebber Group Inc.
Item 2 (b) Address of Principal Business office:
1285 Avenue of the Americas
New York, N.Y. 10019-6028
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 13-1 (b) or
13-d-2 is:
(g) Parent Holding Company, in accordance with 240.13d-1(b) ii(g)
Item 4 Ownership
(a) Amount Beneficially Owned 1,046,011
(b) Percent of Class 13.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 1,046,011
(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 1,046,011
Item 5 Ownership of Five Percent or Less of a Class.
Inapplicable
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 - 1,046,011
Mitchell Hutchins Institutional Investors Inc. ("MHII") and
Financial Counselors, Inc. ("FCI") are wholly-owned subsidiaries
of Mitchell Hutchins Asset Management Inc. ("MHAM"), which in turn
is a wholly-owned subsidiary of PaineWebber Incorporated ("PWI"),
which is in turn a wholly-owned subsidiary of PaineWebber Group
Inc. ("PWG"). PWG is a parent holding company as that term is
defined by Rule 13d-1(b) (1) (ii) (G) of the Securities Exchange
Act of 1934 (the "Act"). PWI and MHAM are broker-dealers
registered under Section 15 of the Act. PWI, MHAM, and FCI 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
believe, I certify that the information set forth in this statement is true,
complete and correct.
Date: September 11, 2000
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Signature: /s/ Regina Dolan
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Name and Title: Regina Dolan
Senior Vice President and Chief
Administrative Officer
