UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Samuel Jewelers, Inc.
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(Name of Issuer)
Common Stock, $.001 Par Value
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(Title of Class of Securities)
796060101
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(CUSIP Number)
Wendy Schnipper Clayton, Esq.
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02482-7910
781-283-8500
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(Name, address and telephone number of person authorized to receive notices and
communications)
June 22, 2000
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(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 3,619,079
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,619,079
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,619,079
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.5%
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 3,053,150
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,053,150
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,053,150
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.5%
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 3,053,150
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,053,150
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,053,150
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.5%
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
B III-A Capital Partners, L.P.
04-3495504
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 496,429
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 496,429
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
496,429
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
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
GP III-A, LLC
04-3493598
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 496,429
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 496,429
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
496,429
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
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 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)
0.8%
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 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 87,500
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 87,500
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 9 OF 14 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Overseas Corporation
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
Cayman Islands
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)
.4%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 10 OF 14 PAGES
ITEM 1. SECURITY AND ISSUER:
Please note that this Amendment No. 2 supersedes the Amendment No. 2 filed
on June 30, 2000 with the Securities and Exchange Commission.
This Amendment No. 2 to Schedule 13d ("Amendment No. 2") should be read in
conjunction with the Schedule 13D dated October 2, 1998 ("Schedule 13D") and
Amendment No. 1 dated May 18, 2000 ("Amendment No. 1") each as filed with the
Securities and Exchange Commission by DDJ Capital Management, LLC, a
Massachusetts limited liability company, and certain affiliates. This Amendment
No. 2 amends the Schedule 13D and Amendment No. 1 only with respect to those
items listed below. All capitalized terms not otherwise defined herein shall
have the meanings ascribed thereto on the Schedule 13d or Amendment No. 1.
Please note that
This filing of statement 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:
The first two paragraphs are deleted in its entirety and amended as set
forth below.
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, B III-A Capital
Partners, L.P., a Delaware limited partnership, GP III-A, LLC, a Delaware
limited liability company and DDJ Overseas Corporation, a Cayman Islands
corporation. Each of the aforementioned entities shall be collectively referred
to as the "DDJ Affiliates". 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. GP III-A, LLC is the general partner of, and DDJ is the
investment manager for B III-A Capital Partners, L.P. DDJ Galileo, LLC owns all
of the voting securities of, and DDJ is the investment manager for, DDJ Overseas
Corporation.
The Shares described herein are owned by one or more of DDJ Overseas
Corporation, The Galileo Fund, L.P., B III Capital Partners, L.P. and B III-A
Capital Partners, L.P.
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 11 OF 14 PAGES
(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.
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
Item 3 is amended by adding the following paragraphs.
On June 22, 2000, (i) B III Capital Partners, L.P. purchased 1,323,811
shares of Common Stock of Samuels Jewelers, Inc. and (ii) B III-A Capital
Partners, L.P. purchased 496,429 shares of Common Stock of Samuels Jewelers,
Inc., in each case from the Company pursuant to a private placement for an
aggregate purchase price of $9,556,260.00.
Other than the noted in this Amendment No. 2, no purchases and/or sales
have occurred within that last sixty days of this filing; therefore there will
not be a Schedule B attached to this statement.
ITEM 5. INTEREST IN SECURITIES OF ISSUER:
Paragraph (a) in Item 5 is deleted in its entirety and amended as set forth
below.
(a) DDJ Overseas Corporation owns, and DDJ Galileo, LLC and DDJ
beneficially own, as majority shareholder and investment manager, respectively,
of DDJ Overseas Corporation, 30,500 Shares, or approximately .4% 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 .8% 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.. 3,035,150 Shares or approximately 41.5% of the Company. B III-A Capital
Partners, L.P. owns, and GP III-A, LLC and DDJ beneficially own, as general
partner and investment manager, respectively of B III-A Capital Partners, L.P.,
496,429 Shares or approximately 6.8% of the Company. DDJ, as investment manager
to the Funds may be deemed to beneficially own 3,619,079 Shares, or
approximately 49.5% of the outstanding Shares of the Company.
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 12 OF 14 PAGES
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER:
Item 6 is amended by deleting the last three paragraphs added from
Amendment No. 1 and by adding the following paragraphs
The Company, B III Capital Partners, L.P. and B III-A Capital Partners,
L.P. are parties to a Registration Rights Agreement, dated as of June 22, 2000,
obligating the Company to register the Common Stock purchased on June 22, 2000
(and described in Item 3) under the Securities Act of 1933, as amended.
Under the terms of the agreements executed in connection with the purchases
described in Item 3 above, each of B III Capital Partners, L.P. and B III-A
Capital Partners, L.P. has agreed to purchase additional shares (up to 200,000
shares in the case of B III Capital Partners, L.P. and up to 75,000 shares in
the case of B III-A Capital Partners, L.P.) provided such purchases do not cause
beneficial ownership by DDJ and its affiliates to exceed 49.6% and provided the
closing occurs no later than September 1, 2000.
<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 executive
officer and member of DDJ Capital Management, LLC and each director of 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 02482. 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,
DDJ Copernicus, LLC, GP III-A, LLC and October G.P., LLC
Judy K. Mencher Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC,
DDJ Copernicus, LLC, GP III-A, LLC, October G.P., LLC, Vice
President of DDJ Overseas Corporation and Director of Kepler
Overseas Corp.
