SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)
Little Switzerland, Inc.
(Name of Issuer)
COMMON STOCK
(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
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Donald L. Sturm
3033 East First Avenue
Suite 200
Denver, Colorado 80206
OCTOBER 20, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |_|
(Continued on following pages)
(Page 1 of 6 Pages)
<PAGE>
CUSIP No. 537528101 13D Page 2 of 6
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
VALUEVEST PARTNERS, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X|
(b)|_|
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
00
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) /_/
|_|
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
7.
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 395,300 Shares of Common Stock
OWNED BY
EACH
REPORTING
PERSON WITH
8.
SHARED VOTING POWER
9.
SOLE DISPOSITIVE POWER
395,300 Shares of Common Stock
10.
SHARED DISPOSITIVE POWER
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
395,300 Shares of Common Stock
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /_/
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.58%
14.
TYPE OF REPORTING PERSON
PN
2
<PAGE>
CUSIP No. 537528101 13D Page 3 of 6
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
DONALD L. STURM
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X|
(b)|_|
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
PF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) /_/
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7.
NUMBER OF SOLE VOTING POWER
SHARES 782,100 Shares of Common Stock
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
8.
SHARED VOTING POWER
9.
SOLE DISPOSITIVE POWER
782,100 Shares of Common Stock
10.
SHARED DISPOSITIVE POWER
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
782,100 Shares of Common Stock
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /_/
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.07%
14.
TYPE OF REPORTING PERSON
IN
3
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2, which is being filed jointly by ValueVest partners L.P.
("ValueVest") and Donald L. Sturm ("Sturm", and with ValueVest, the "Reporting
Persons"), supplements and amends the Statement on Schedule 13D originally filed
jointly by the Reporting Persons with the Commission on May 5, 1997, as amended
by Amendment No. 1 filed by the Reporting Persons on August 4, 1997 (as amended,
the "Statement"), as follows:
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
<TABLE>
<CAPTION>
<S> <C> <C>
(a) Name: ValueVest Partners L.P. ("ValueVest")
(b) Place of Organization: California
(d) Address of Principal Office: 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
</TABLE>
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is amended to add the following:
<PAGE>
On October 20, 1998, Donald L. Sturm, one of the Reporting Persons
hereunder, acquired 340,000 Shares of Common Stock of the Issuer. The funds for
the purchase came from Mr. Sturm's personal funds.
Item 4. Purpose of Transaction.
Item 4 is modified to state the following:
The purpose of the share acquisition was to increase the Reporting
Persons' equity investment in the issuer. The Reporting Persons have also
determined that they may seek to nominate one or more persons for positions on
the Board of Directors of the Issuer. The Reporting Persons do not have any
present intentions or plans to acquire the Issuer, or to engage in any other
transaction required to be described in this Item 4.
The Reporting Persons anticipate that they will from time to time
re-evaluate their respective investments in the Issuer, and depending upon their
view of the then current and future business, financial condition and prospects
of the Issuer, market conditions and such other factors as they may deem
material to their investment decision, the Reporting Persons may (i) subject to
applicable legal requirements, seek to purchase additional shares of the Issuer
from the Issuer, on the open market, or in private transactions, or by any other
permissible means, (ii) dispose of all or a portion of the shares of the Issuer
that they presently own or hereafter may acquire, or (iii) seek to effect other
transactions with the Issuer.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended as follows:
(a) As of October 30, 1998, ValueVest is the beneficial owner
of 395,300 Shares of Common Stock, representing a 4.58% interest in the Issuer,
and Donald L. Sturm is beneficial owner of 782,100 Shares of Common Stock shares
representing a 9.07% interest in the Issuer. In the aggregate, the Reporting
Persons own 1,177,400 Shares of Common Stock of the Issuer, or approximately
13.65% of the issued and outstanding Shares of Common Stock of the Issuer.
(b) Each of the Reporting Persons has sole voting power with
respect to the shares beneficially owned by such Reporting Person.
(c) Other than the share acquisition described in Item 4
above, the Reporting Persons have not effected any transactions in the
Securities of the Issuer during the 60 days prior to October 30, 1998.
(d) No other person has the right to receive, or the power to
direct receipt of, ordinary cash dividends from, or the proceeds from the sale
of, the Common Shares owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
ValueVest and Sturm are acting as a group for the purpose of
acquiring and holding the Shares of Common Stock of the Issuer held by them.
There exists an Agreement of Joint Filing (previously filed as
Exhibit 7.1) between ValueVest and Sturm with respect to the filing of this
Schedule 13D.
There are no contracts, arrangements or other understandings
between the Issuer and the Reporting Persons relating to securities of the
Issuer.
5
<PAGE>
Item 7. Material to be Filed as Exhibits.
Exhibit 7.1 - Agreement of Joint Filing (previously filed with
the original Schedule 13D)
Exhibit 7.2 - Trading History (previously filed with the
original Schedule 13D)
6
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: October 30, 1998
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
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