SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
SAMUELS JEWELERS, INC.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
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796060101
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
450 Park Avenue Lowenstein Sandler PC
28th Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 421-2600 (973) 597-2424
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
October 2, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*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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Cusip No. 796060101
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e): Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: *
Shares Beneficially 8) Shared Voting Power: *
Owned by
Each Reporting 9) Sole Dispositive Power: *
Person With: 10) Shared Dispositive Power: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 815,813*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): [ ]
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13) Percent of Class Represented by Amount in Row (11): 16.2%*
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14) Type of Reporting Person (See Instructions): IA, IN
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*Cerberus Partners, L.P. ("Cerberus") is the holder of 158,555 shares of common
stock of Samuels Jewelers, Inc. (the "Company"); Cerberus International, Ltd.
("International") is the holder of 267,710 shares of common stock of the
Company; Ultra Cerberus, Ltd. ("Ultra") is the holder of 24,510 shares of common
stock of the Company and certain private investment funds (the "Funds") in the
aggregate are the holders of 346,275 shares of common stock of the Company.
Stephen Feinberg possesses sole power to vote and direct the disposition of all
securities of the Company owned by each of Cerberus, International, Ultra and
the Funds. Also, the Funds are the holders of warrants to purchase from the
Company up to 18,763 additional shares of common stock of the Company and
Stephen Feinberg possesses sole voting and investment control over such warrants
and, if exercised, the shares of common stock of the Company underlying such
warrants. Thus, for the purposes of Reg. Section 240.13d-3, Stephen Feinberg is
deemed to beneficially own 815,813 shares of common stock of the Company, or
16.2% of those deemed issued and outstanding pursuant to Reg. Section 240.13d-3.
See Item 3 and Item 5 for further information.
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Item 1. Security and Issuer.
This statement relates to the common stock, par value $.001 per share
(the "Shares"), of Samuels Jewelers, Inc. (the "Company"), whose principal
executive offices are located at 2914 Montopolis Drive, Austin, Texas 78741.
Item 2. Identity and Background.
The person filing this statement is Stephen Feinberg, whose business
address is 450 Park Avenue, 28th Floor, New York, New York 10022. Mr. Feinberg
serves as (i) the managing member of Cerberus Associates, L.L.C., the general
partner of Cerberus Partners, L.P., a Delaware limited partnership ("Cerberus"),
and (ii) the investment manager for each of Cerberus International, Ltd., a
corporation organized under the laws of the Bahamas ("International"), Ultra
Cerberus Fund, Ltd., a corporation organized under the laws of the Bahamas
("Ultra"), and certain other private investment funds (the "Funds"). Cerberus,
International, Ultra and the Funds are engaged in the investment in personal
property of all kinds, including but not limited to capital stock, depository
receipts, investment companies, mutual funds, subscriptions, warrants, bonds,
notes, debentures, options and other securities of whatever kind and nature.
Mr. Feinberg has never been convicted in any criminal proceeding, nor
has he been a party to any civil proceeding commenced before a judicial or
administrative body of competent jurisdiction as a result of which he was or is
now subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws. Mr. Feinberg is a
citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
On October 2, 1998, the Plan of Reorganization (the "Plan") of Barry's
Jewelers, Inc. ("BJI"), the predecessor to the Company, became effective.
Pursuant to the terms of the Plan, (i) former holders of BJI common stock
received warrants (the "Company Warrants") entitling the holder thereof to
purchase one Share for each Company Warrant issued and (ii) former holders of
BJI 11% Senior Secured Notes (the "BJI Notes") received (i) Shares and (ii) the
right to subscribe for additional Shares. The Funds were holders of 286,500
shares of BJI common stock in the aggregate, which had an original purchase
price of approximately $781,000 in the aggregate, which resulted in the Funds
receiving 18,763 Company Warrants pursuant to the Plan. Cerberus, International,
Ultra and the Funds were the holders of approximately $1,669,000, $2,818,000,
$258,000 and $3,645,000 principal amount of the BJI Notes, respectively, which
resulted in them receiving 83,450, 140,900, 12,900 and 182,250 Shares,
respectively, pursuant to the Plan. Further, pursuant to the Plan, Cerberus,
International, Ultra and the Funds subscribed for 75,105, 126,810, 11,610 and
164,025 additional Shares, respectively, which had a purchase price of
approximately $500,700, $845,400, $77,400 and $1,094,000, respectively. All
funds used to purchase or acquire securities of the Company on behalf of
Cerberus, International, Ultra and the Funds came directly from the assets of
Cerberus, International, Ultra and the Funds, respectively.
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Item 4. Purpose of Transaction.
The acquisition of the securities of the Company described herein is
for investment purposes on behalf of Cerberus, International, Ultra and the
Funds, respectively, and Stephen Feinberg has no present plans or intentions
which relate to or would result in any of the transactions required to be
described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Based upon information set forth in the public filings made by the
Company, as a result of the transactions effected pursuant to the Plan, as of
October 2, 1998, there were issued and outstanding 5,001,800 Shares. As of such
date, for the purposes of Reg. Section 240.13d-3, (i) Cerberus was the holder of
158,555 Shares, (ii) International was the holder of 267,710 Shares, (iii) Ultra
was the holder of 24,510 Shares and (iv) the Funds in the aggregate were the
holder of 346,275 Shares and 18,763 Company Warrants. Stephen Feinberg possesses
sole power to vote and direct the disposition of all securities of the Company
owned by each of Cerberus, International, Ultra and the Funds. Thus, for the
purposes of Reg. Section 240.13d-3, Stephen Feinberg is deemed to beneficially
own 815,813 Shares, or 16.2% of those deemed issued and outstanding pursuant to
Reg. Section 240.13d-3.
During the sixty days prior to October 2, 1998, there were no
transactions in Shares, or securities convertible into or exchangeable for
Shares, by Stephen Feinberg or any person or entity controlled by him or any
person or entity for which he possesses voting or investment control over the
securities thereof, except as described in this Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Except as described in this Schedule 13D, no contracts, arrangements,
understandings or similar relationships exist with respect to the securities of
the Company between Stephen Feinberg and any person or entity.
Item 7. Material to be Filed as Exhibits.
None.
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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.
As of October 2, 1998
/s/ Stephen Feinberg
_________________________
Stephen Feinberg, in his capacity as
the managing member of Cerberus
Associates, L.L.C., the general
partner of Cerberus Partners, L.P.,
and as the investment manager for
each of Cerberus International,
Ltd., Ultra Cerberus Fund, Ltd. and
the Funds
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
