UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
May 18, 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 12 Pages)
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 2 OF 12 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 1,798,839
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,798,839
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,798,839
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.9%
14 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 3 OF 12 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 1,711,339
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,711,339
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,711,339
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 4 OF 12 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 1,711,339
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,711,339
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,711,339
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 5 OF 12 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 12 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 12 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)
.6%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 8 OF 12 PAGES
ITEM 1. SECURITY AND ISSUER:
This Amendment No. 1 to Schedule 13d ("Amendment No. 1") should be read in
conjunction with the Schedule 13D dated October 2, 1998 ("Schedule 13D") as
filed with the Securities and Exchange Commission by DDJ Capital Management,
LLC, a Massachusetts limited liability company, and certain affiliates. This
Amendment No. 1 amends the Schedule 13D 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.
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 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. 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. 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.
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 9 OF 12 PAGES
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
Item 3 is amended by adding the following sentence.
Other than the agreements to purchase shares of common stock described in
Item 6, 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 .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. 1,711,339
Shares or approximately 33.2% of the Company. DDJ, as investment manager to the
Funds may be deemed to beneficially own 1,798,839 Shares, or approximately 34.9%
of the outstanding Shares of the Company.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER:
Item 6 is amended by adding the following paragraphs.
B III Capital Partners, L.P., a Delaware limited partnership with respect
to which DDJ Capital III, LLC serves as general partner and DDJ serves as the
investment manager, has entered into an agreement with the Company to purchase a
total 1,333,334 shares of common stock of the Company for an aggregate purchase
price of $7,000,003.50.
B III-A Capital Partners, L.P., a Delaware limited partnership with respect
to which GP III-A, LLC serves as general partner and DDJ serves as the
investment manager, has entered into an agreement with the Company to purchase a
total 571,429 shares of common stock of the Company for an aggregate purchase
price of $3,000,002.25.
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 10 OF 12 PAGES
The closing of these purchases shall occur no later than 5 days following
satisfaction of the conditions precedent set forth in the agreements including
negotiation and execution of a registration rights agreement and expiration of
all applicable waiting periods and compliance with all other requirements under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The
shares to be purchased have not been included herein.
<PAGE>
SCHEDULE 13D
CUSIP NO. 796060101 PAGE 11 OF 12 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 12 OF 12 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 and GP III-A, LLC
Judy K. Mencher Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC,
DDJ Copernicus, LLC, GP III-A, LLC, Vice President of DDJ
Overseas Corporation and Director of Kepler Overseas Corp.
