UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
LITTLE SWITZERLAND, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
537528101
----------------------------------------------
(CUSIP Number)
Mr. Mark B. Bakar
ValueVest Partners L.P.
1 Sansome Street
39th Floor
San Francisco, CA 94104
(415) 288-2460
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(Name, Address, Telephone Number of Person Authorized to Receive
Notices and Communications)
APRIL 25, 1997
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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 <square>.
Note. Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
PAGE
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SCHEDULE 13D
CUSIP NO. 537528101 PAGE 2 OF 8 PAGES
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1 NAME OF REPORTING PERSON; S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ValueVest Partners L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) <checked-box>
(B) <square>
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) <square>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Organized as a limited partnership in California
7 SOLE VOTING POWER 395,300 common shares
NUMBER OF
SHARES 8 SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER 395,300 common shares
WITH
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
395,300 common shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* NO <square>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.67%
14 TYPE OF REPORTING PERSON* PN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP NO. 537528101 PAGE 3 OF 8 PAGES
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1 NAME OF REPORTING PERSON; S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald L. Sturm
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) <checked-box>
(B) <square>
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) <square>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER 442,100 common shares
NUMBER OF
SHARES 8 SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER 442,100 common shares
WITH
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
442,100 common shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* NO <square>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.22%
14 TYPE OF REPORTING PERSON* IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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ITEM 1. SECURITY AND ISSUER
- ---------------------------
Common Stock
Little Switzerland, Inc. (the "Issuer")
161-B Crown Bay Cruise Ship Port
St. Thomas, U.S.V.I. 00802
ITEM 2. IDENTITY AND BACKGROUND
- -------------------------------
(a) Name: ValueVest Partners L.P.("ValueVest")
(b) Place of Organization: California
(c) Principal Business: Investment Fund
(d) Address of Principal Business: 1 Sansome Street
39th Floor
San Francisco, California 94104
(e) Address of Principal Office: 1 Sansome Street
39th Floor
San Francisco, California 94104
(f) Criminal Convictions: None
(g) Civil Proceedings under any
Securities Laws: None
(a) Name: Donald L. Sturm ("Sturm")
(b) Citizenship: United States
(c) Principal Occupation: Investor
(d) Address of Principal Business: 3033 East First Avenue
Suite 200
Denver, Colorado 80206
(e) Address of Principal Office: 3033 East First Avenue
Suite 200
Denver, Colorado 80206
(f) Criminal Convictions: None
(g) Civil Proceedings under any
Securities Laws: None
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
- ---------------------------------------------------------
Between January 8 and May 2, 1997, ValueVest purchased a total of 395,300
common shares for a total of $1,966,634.00. The funds for the purchase came
from ValueVest's equity capital.
Between March 5 and May 2, 1997, Sturm purchased a total of 442,100 common
shares for a total of $2,173,557.74. The funds for the purchase came from
Sturm's personal funds.
ITEM 4. PURPOSE OF TRANSACTION
- ------------------------------
ValueVest and Sturm have determined to make a significant equity investment in
the Issuer with a view to possibly seeking to acquire the Issuer.
ValueVest and Sturm have informed the president of the Issuer of their
interest in acquiring the Issuer and have discussed that intention
with one of the directors of the Issuer. A representative of ValueVest
and Sturm also had a conversation with an investment banker who said he was
speaking on behalf of the Issuer about the possibility that ValueVest and
Sturm might be interested in acquiring the Issuer.
4
<PAGE>
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
- --------------------------------------------
(a) As of May 2, 1997, ValueVest is the record and beneficial owner of
395,300 common shares, representing a 4.67% interest in the Issuer, and
Sturm is the record and beneficial owner of 442,100 common shares,
representing a 5.22% interest in the Issuer.
(c) During the past sixty days, ValueVest and Sturm have made purchases of
the common stock of the Issuer on the open market through Southeast
Research Partners, Inc. Details regarding these transactions are
included in the trading history attached as Exhibit 7.2.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
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ValueVest and Sturm are acting as a group for the purpose of acquiring and
holding the common stock of the Issuer.
There exists an Agreement of Joint Filing (attached as Exhibit 7.1) between
ValueVest and Sturm with respect to the filing of this Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
- -----------------------------------------
Exhibit 7.1 - Agreement of Joint Filing
Exhibit 7.2 - Trading History
<PAGE>
<PAGE>
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Date: May 5, 1997
VALUEVEST PARTNERS L.P.
By: ValueVest Management Company, LLC
its General Partner
By:/s/ Mark B. Bakar
-------------------------------
Name: Mark B. Bakar
Title: President
/s/ Donald L. Sturm
---------------------------------
Donald L. Sturm
PAGE
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EXHIBIT 7.1
AGREEMENT OF JOINT FILING
-------------------------
ValueVest Partners L.P. and Donald L. Sturm hereby agree that the
Statement on Schedule 13D to which this agreement is attached as an
exhibit, as well as all future amendments to such Statement, shall be filed
jointly on behalf of each of them. This agreement is intended to satisfy
the requirements of Rule 13d-1(f)(1)(iii) of the Securities Exchange Act of
1934, as amended.
Date: May 5, 1997
VALUEVEST PARTNERS L.P.
By: ValueVest Management Company, LLC
its General Partner
By:/s/ Mark B. Bakar
------------------------
Name: Mark B. Bakar
Title: President
/s/ Donald L. Sturm
------------------------------------
Donald L. Sturm
PAGE
<PAGE>
EXHIBIT 7.2
TRADING HISTORY
ACCOUNT ALLOCATIONS
-------------------
<TABLE>
<CAPTION>
TRADE DATE SETT. DATE B/S QUANTITY PRICE NET $ VALUEVEST STURM
<S> <C> <C> <C> <C> <C> <C> <C>
3/5/97 3/10/97 Buy 24,000 4.8125 115,500.00 24,000
3/7/97 3/12/97 Buy 66,000 4.8277 318,628.20 66,000
3/12/97 3/17/97 Buy 35,000 4.826 168,910.00 35,000
3/18/97 3/21/97 Buy 70,200 4.8125 337,837.50 70,200
3/27/97 4/2/97 Sell -50,000 4.5 -224,967.50 -50,000
4/25/97 4/30/97 Buy 121,000 4.875 589,900.00 60,500 60,500
4/28/97 5/1/97 Buy 40,000 4.8906 195,649.00 20,000 20,000
4/29/97 5/2/97 Buy 220,000 4.9517 1,089,399.00 110,000 110,000
4/30/97 5/5/97 Buy 50,000 4.875 243,775.00 50,000
4/30/97 5/5/97 Buy 47,000 5.2374 246,157.80 47,000
5/2/97 5/7/97 Buy 9,400 5.2221 49,087.74 9,400
</TABLE>
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