UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. ___)
Samuel Jewelers, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
796060101
---------------------------------------------------
(CUSIP Number)
Wendy Schnipper Clayton, Esq.
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02482-7910
781-283-8500
- --------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive notices and
communications)
October 2, 1998
- --------------------------------------------------------------------------------
(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 14 Pages)
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 2 OF 14 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 1,792,439
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,792,439
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,792,439
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.8%
14 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 3 OF 14 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B III Capital Partners, L.P.
04-3341099
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 1,704,939
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,704,939
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,704,939
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.1%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 4 OF 14 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital III, LLC
04-3317544
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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,704,939
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,704,939
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,704,939
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.1%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 5 OF 14 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*
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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 57,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 57,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 6 OF 14 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Galileo, LLC
04-3304422
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 57,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 57,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 7 OF 14 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Copernicus Fund, L.P.
04-3193825
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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 30,500
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 30,500
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.6%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 8 OF 14 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Copernicus, LLC
04-3304417
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 30,500
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 30,500
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.6%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 9 OF 14 PAGES
ITEM 1. SECURITY AND ISSUER:
This Schedule 13D dated September 29, 1998 ("Schedule 13D") is filed with
the Securities and Exchange Commission by DDJ Capital Management, LLC, a
Massachusetts limited liability company, and certain affiliates.
This filing of Schedule 13D is not, and should be deemed to be, an
admission that the Schedule 13D or any Amendment thereto is required to be
filed.
This Schedule 13D relates to shares of the common stock, $.001 par value
(the "Shares") of Samuel Jewelers, Inc. (the "Company"). The principal
executive offices of the Company are located at 2914 Montopolis Drive, Suite
200, Austin, Texas 78741.
ITEM 2. IDENTITY AND BACKGROUND:
This statement is being filed jointly by DDJ Capital Management, LLC.
("DDJ"), a Massachusetts limited liability company, The Galileo Fund, L.P., a
Delaware limited partnership, DDJ Galileo, LLC, a Massachusetts limited
liability company, B III Capital Partners, L.P., a Delaware limited partnership,
DDJ Capital III, LLC, a Delaware limited liability company, The Copernicus Fund,
L.P., a Delaware limited partnership and DDJ Copernicus, LLC, a Massachusetts
limited liability company. Each of the aforementioned entities shall be
collectively referred to as the "DDJ Affiliates". DDJ Copernicus, LLC, is the
general partner of, and DDJ is the investment manager for, The Copernicus Fund,
L.P. DDJ Galileo, LLC is general partner of, and DDJ is the investment manager
for, The Galileo Fund, L.P. DDJ Capital III, LLC is the general partner of, and
DDJ is the investment manager for, B III Capital Partners, L.P.
The Shares described herein are owned by one or more of The Copernicus
Fund, L.P., The Galileo Fund, L.P. and B III Capital Partners, L.P. (each a
"Fund" or collectively, the "Funds"). The principal office of each of DDJ and
the DDJ Affiliates are located at 141 Linden Street, Suite 4, Wellesley,
Massachusetts 02482-7910.
The name, residence, or business address, principal occupation or
employment and citizenship of each of the executive officers and directors of
DDJ and each of the DDJ Affiliates are set forth on Schedule A hereto.
Within the past five years, none of DDJ or the DDJ Affiliates named in this
Item 2 or, to the best of its knowledge, the persons listed on Schedule A has
been convicted in any criminal
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 10 OF 14 PAGES
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to any civil proceeding and as a result thereof was or is subject to any
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to federal or state securities laws or finding
any violations with respect to such laws.
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
On October 2, 1998, the Plan of Reorganization of Barry's Jewelers, Inc.
("Barry's") became effective (the "Plan"). Pursuant to the terms of the Plan,
holders of Barry's 11% Senior Secured Notes (the "Notes") will receive new
common stock of the Company and the right to purchase additional common stock.
Pursuant to the Plan, (i) The Galileo Fund, L.P. should receive approximately
57,000 Shares in exchange for $1,140,000 principal amount of Notes, (ii) The
Copernicus Fund, L.P. should receive approximately 30,500 Shares in exchange for
$610,000 principal amount of Notes and (iii) B III Capital Partners, L.P. ("B
III") should receive approximately 720,300 Shares in exchange for $14,406,000
principal amount of Notes. In addition, B III purchased an additional 984,649
Shares pursuant to the Plan for an aggregate purchase price of $6,564,260.
Within the last sixty days, certain funds managed by DDJ and a principal
named on Schedule A hereto have sold shares of common stock of Barry's Jewelers,
Inc., the predecessor to the Company. Since the effective date of the Plan,
however, there have been no purchases and/or sales of Shares by the Funds;
therefore, a Schedule B will not be attached.
ITEM 4. PURPOSE OF TRANSACTION:
The Shares described herein were purchased in pursuit of specified
investment objectives established by the investors in the Funds. DDJ and the
DDJ Affiliates may continue to have the Funds purchase Shares subject to a
number of factors, including, among others, the availability of Shares for sale
at what they consider to be reasonable prices and other investment opportunities
that may be available to the Funds.
DDJ and the DDJ Affiliates intend to review continuously the equity
position of the Funds in the Company. Depending upon future evaluations of the
business prospects of the Company and upon other developments, including, but
not limited to, general economic and business conditions and money market and
stock market conditions, DDJ and the DDJ Affiliates may determine to cease
making additional purchases of Shares or to increase or decrease the equity
interest in the Company by acquiring additional Shares, or by disposing of all
or a portion of the Shares.
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 11 OF 14 PAGES
Other than stated in this Schedule 13D, none of DDJ or the DDJ Affiliates
has any present plan or proposal which relates to or would result in (i) an
extraordinary corporate transaction, such as a merger, reorganization,
liquidation, or sale or transfer of a material amount of assets of or involving
the Company or any of its subsidiaries, (ii) any change in the Company's present
Board of Directors or management, (iii) any material changes in the Company's
present capitalization or dividend policy or any other material change in the
Company's business or corporate structure, (iv) any change in the Company's
charter or bylaws, (v) the Company's Shares becoming eligible for termination of
their registration pursuant to Section 12(g)(4) of the 1934 Act, or (vi) any
similar action.
ITEM 5. INTEREST IN SECURITIES OF ISSUER:
(a) The Copernicus Fund, L.P. owns, and DDJ Copernicus, LLC and DDJ
beneficially own, as general partner and investment manager, respectively, of
The Copernicus Fund, L.P. 30,500 Shares, or approximately .6% of the outstanding
Shares 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. 57,000 Shares, or approximately 1.1% of the
outstanding Shares of the Company. B III Capital Partners, L.P. owns, and DDJ
Capital III, LLC and DDJ beneficially own, as general partner and investment
manager, respectively of B III Capital Partners, L.P. 1,704,939 Shares or
approximately 34.1% of the Company. DDJ, as investment manager to the Funds may
be deemed to beneficially own 1,792,439 Shares, or approximately 35.8% of the
outstanding Shares of the Company.
(b) Each of the aforementioned entities has sole power to vote and to
dispose of the Shares so indicated.
(c) Except as set forth in Item 3, neither DDJ nor any of the DDJ
Affiliates, and, to the best knowledge of DDJ and the DDJ Affiliates, none of
the persons named in Schedule A hereto, have effected any transaction in the
Shares during the past sixty days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER:
The Company and the Funds are parties to a Registration Rights Agreement by
and between the Company and the Funds dated as of October 2, 1998, obligating
the Company to register for resale the Shares received as part of the Plan of
Reorganization (See Item 3) under the Securities Act of 1933, as amended.
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 12 OF 14 PAGES
Other than as described in this Schedule 13D, neither DDJ nor any of the
DDJ Affiliates and, to the best knowledge of DDJ and the DDJ Affiliates, none of
the persons named in Schedule A, hereto have any contract, arrangement,
understanding or relationship with any person with respect to any securities of
the Company, including respecting voting or transfer of Company securities or
joint venture, finder's fee or the like.
The Funds may from time to time own debt securities issued by the Company,
and may from time to time purchase and/or sell such debt securities.
Pursuant to Plan of Reorganization, DDJ has the right to appoint 2 members
to the Board of Directors and has exercised such right.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
Exhibit 99 (A) (1) Limited Power of Attorney for Section
16(a) and Section 13(d) Filings
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 13 OF 14 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 October 30, 1998.
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 14 OF 14 PAGES
SCHEDULE A
===========
The name and present principal occupation or employment of each principal
of DDJ Capital Management, LLC and 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 02181. 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 and DDJ Copernicus, LLC
Judy K. Mencher Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC and
DDJ Copernicus, LLC
LIMITED POWER OF ATTORNEY
FOR
SECTION 16(a) AND SECTION 13(d) FILINGS
Know all be these presents, that the undersigned hereby
constitutes and appoints Wendy Schnipper Clayton, the
undersigned's true and lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned,
on its own behalf and in the undersigned's
capacity as a Member of DDJ Capital Management,
LLC, DDJ Copernicus, LLC and DDJ Galileo, LLC,
collectively, (the "DDJ Entities"), Forms 3, 4 and
5 and amendments thereto in accordance with
Section 16(a) of the Securities Exchange Act of
1934 (the "Exchange Act") and the rules
thereunder, and Schedule 13D and amendments
thereto in accordance with Section 13(d) of the
Exchange Act and the rules thereunder; and
(2) Do and perform any and all acts for and on
behalf of the undersigned which may be necessary
or desirable to complete and execute any such Form
3, 4 or 5 or amendment thereto, or Schedule 13D or
amendment thereto, and timely file such form or
schedule with the United States Securities and
Exchange Commission (the "SEC") and any stock
exchange or similar authority.
The undersigned hereby grants to such attorney-in-fact
full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary, or proper to be
done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying
and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully
do or cause to be done by virtue of this Power of Attorney
and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving
in such capacity at the request of the undersigned, is not
assuming any of the undersigned's responsibilities to comply
with Sections 13 or 16 of the Exchange Act.
This Power of Attorney shall remain in full force and
effect until revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact. This Power of
Attorney may be filed with the SEC as a confirming statement
of the authority granted herein.
Page 1 of 2
IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 1st day of
June, 1998.
Print Name Below:
Judy K. Mencher
/s/ Judy K. Mencher
Signature
LIMITED POWER OF ATTORNEY FOR SECTION 16(a) &
SECTION 13(d) FILINGS
Page 2 of 2
