UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LITTLE SWITZERLAND, INC
(Name of Issuer)
Common Stock
(Title of Class of Securities)
537528-10-1
(CUSIP Number)
Seymour Holtzman
c/o Jewelcor Companies
100 N. Wilkes-Barre Blvd.
Wilkes-Barre, Pennsylvania 18702
(717) 822-6277
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
AUGUST 25, 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 which is subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) or (4), check the following box.
Check the following box if a fee is being paid with the statement. (A fee is not
required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(see Rule 13d-7.)
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).
(Continued on following pages)
Page 1 of 11 pages
Index to Exhibits on Page
<PAGE>
SCHEDULE 13D
CUSIP No. 537528-10-1 Page 2 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Seymour Holtzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES 8,000
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
8,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
"INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7"
"(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION."
<PAGE>
CUSIP No. 537528-10-1 Page 3 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Evelyn Holtzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
"INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7"
"(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION."
SCHEDULE 13D
CUSIP No. 537528-10-1 Page 4 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven Holtzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF 8 SHARED VOTING POWER
SHARES 8,000
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
8,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
"INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7"
"(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION."
<PAGE>
SCHEDULE 13D
CUSIP No. 537528-10-1 Page 5 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trust f/b/o Allison Holtzman Garcia
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
10,000
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 10,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .12%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
"INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7"
"(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION."
<PAGE>
SCHEDULE 13D
CUSIP No. 537528-10-1 Page 6 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Custodial Account f/b/o Chelsea Holtzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
3,000
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 3,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .04%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
"INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7"
"(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION."
<PAGE>
SCHEDULE 13D
CUSIP No. 537528-10-1 Page 7 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
"Jewelcor Management, Inc."
Federal Identifiction No. 23-2331228
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Nevada
7 SOLE VOTING POWER
821,000
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 821,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
821,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
"INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7"
"(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION."
<PAGE>
SCHEDULE 13D
CUSIP No. 537528-10-1 Page 8 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.H. Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Delaware
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
"INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7"
"(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION."
<PAGE>
SCHEDULE 13D
CUSIP No. 537528-10-1 Page 9 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jewelcor Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Pennsylvania
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
"INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7"
"(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION."
<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13D ("Schedule 13D") relates to the common stock
(the "Common Stock") of Little Switzerland, Inc. ("LIttle Switzerland"). Little
Switzerland's principal executive offices are located at 161-B Crown Bay Cruise
Ship Port, P.O. Box 930, St. Thomas, Virgin Islands.
Item 2. Identity and Background.
This Statement is being filed jointly on behalf of Seymour Holtzman ("Mr.
Holtzman"), Steven Holtzman, Mr. Holtzman's son, the Trust Account for the
benefit of Allison Holtzman Garcia, Mr. Holtzman's daughter ("AHG Trust"), the
Custodial Account for the benefit of Chelsea Holtzman, Mr.Holtzman's
granddaughter ("C Custodial Account")and Jewelcor Management, Inc., a Nevada
Corporation ("JMI") (each, individually, a "Reporting Person" and collectively,
the "Reporting Persons").
Mr. Holtzman's present principal occupation is Chairman of the Board and
Chief Executive Officer of the Jewelcor Companies, including Jewelcor
Management, Inc.
Evelyn Holtzman, Mr. Holtzman's spouse ("Mrs. Holtzman"), is the custodian
for the C Custodial Account. Mrs. Holtzman is a homemaker and her address is
Mizner Tower, 300 Southeast Fifth Avenue, Suite 8100A, Boca Raton, FL 33432.
Steven Holtzman is the President of Helvetia Time, Corp., 100 North
Wilkes-Barre Boulevard, Wilkes-Barre, PA 18702
The sole trustee of the AHG Trust is Theodore L. Krohn ("Mr. Krohn") who is
Mr. Holtzman's brother-in-law. Mr. Krohn is an attorney who practices law as a
sole practitioner. His principal business address is 400 Third Avenue, Kingston,
Pennsylvania 18704.
JMI is a wholly owned subsidiary of Jewelcor Inc., which is a wholly owned
subsidiary of S.H. Holdings, Inc. (each, a "Company" and collectively, the
"Companies"). Mr. Holtzman and Mrs. Holtzman own, as tenants by the entirety, a
majority interest of S.H. Holdings, Inc. The Companies are located at 100 N.
Wilkes-Barre Boulevard, Wilkes-Barre, PA 18702.
Mr. Holtzman is the President and Chairman of the Board of Directors of
each of the Companies. James Verano is the Vice President, the Treasurer and a
Director of each of the Companies. Maria Sciandra is the Secretary and a
Director of each of the Companies.
During the five years immediately prior to the date hereof, none of the
Reporting Persons nor, to their best knowledge, any of the other persons whose
names are set forth in Schedule I, (i) has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors), or (ii) has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Each of Mr. Holtzman, Mrs. Holtzman, Steven Holtzman and Mr. Krohn is a
citizen of the United States.
Information with respect to each of the Reporting Persons is given solely
by such Reporting Person and no Reporting Person shall have responsibility for
the accuracy or completeness of information supplied by another Reporting
Person.
The Reporting Persons are filing this Schedule 13D because such Reporting
Persons may be deemed to be members of a group for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each
Reporting Person disclaims beneficial ownership of any Common Stock beneficially
owned by any other Reporting Person, except that Mr. Holtzman acknowledges
beneficial ownership of Common Stock owned by JMI.
Item 3. Source and Amount of Funds or Other Consideration.
On July 17, 1998, Jewelcor Management, Inc. ("JMI") purchased 24,000
shares of Little Switzerland at an aggregate cost (including fees) of
$81,010.00 with funds borrowed by JMI against its margin account with Bear
Stearns Securities.
On August 21, 1998, JMI sold 2,000 shares of Little Switzerland for net
proceeds (including fees) of $5,554.81.
On August 25, 1998, JMI purchased 500,000 shares of Little Switzerland at
an aggregate cost (including fees) of $1,053,030.00 with funds borrowed by JMI
against its margin account with Bear Stearns Securities.
On August 26, 1998, JMI purchased 174,000 shares of Little Switzerland at
an aggregate cost (including fees) of $348,015.00 with funds borrowed by JMI
against its margin account with Bear Stearns Securities. On August 27, 1998,
JMI sold $5,000 shares of Little Switzerland for net proceeds (including fees)
of $11,049.62.
On August 26, 1998, the C Custodial Account purchased 3,000 shares of
Little Switzerland at an aggregate cost (including fees) of $6,000.00 from
funds held with Bear Stearns Securities.
On August 26, 1998, Mr. Holtzman and Steven Holtzman purchased 8,000
shares of Little Switzerland at an aggregate cost (including fees) of
$16,000.00 from funds held in a joint account with Bear Stearns Securities.
On August 26, 1998, the AHG Trust purchased 10,000 shares of Little
Switzerland at an aggregate cost (including fees) of $20,000.00 from funds held
with Bear Stearns Securities.
On September 3, 1998, JMI purchased 130,000 shares of Little Switzerland
at an aggregate cost (including fees) of $327,836.00 with funds borrowed by JMI
against its margin account with Bear Stearns Securities.
Item 4. Purpose of Transaction
The Reporting Persons have, at this time, acquired their respective shares
of common stock (the "Common Stock") of Little Switzerland, Inc. (the "Company")
for the purpose of investment. The Reporting Persons are evaluating, and
expects to continue to evaluate, their respective perceptions of the investment
potential of the Common Stock and, depending on various factors including the
results of such evaluations, the Company's business prospects and financial
position, other developments concerning the Company, the price level of the
Common Stock, available opportunities to acquire or dispose of the Common Stock
or realize trading profits, conditions in the securities markets and general
economic and industry conditions, reinvestment opportunities and developments
relating to its respective businesses, the Reporting Persons may in the future
take such actions with respect to such holdings in the Company as they deem
appropriate in light of the circumstances existing from time to time. Such
actions may include the purchase of additional shares of Common Stock in the
open market, through privately negotiated transactions with third parties or
otherwise, or the sale at any time, in the open market, through privately
negotiated transactions with third parties or otherwise, of all or a portion of
the Common Stock now owned or hereafter acquired.
Item 5. Interest in Securities of the Issuer.
As of September 3, 1998, the Reporting Persons, collectively, are the
beneficial owners of 842,000 shares of Common Stock. Based upon there being
8,554,202 shares of Common Stock outstanding, the Reporting Persons own
approximately 9.84% of said outstanding shares.
As of September 3, 1998, JMI beneficially owns an aggregate of 821,000
shares of Common Stock which amount represents 9.6% of the Company's
outstanding shares.
The responses of the Reporting Person to Items (7) through (11) of the
cover pages to this Schedule 13D relating to the beneficial ownership of shares
of Common Stock of the Issuer are incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
See Exhibit A for a list of transactions within the last 60 days.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of their knowledge, the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
Dated: September 4, 1998
/s/ Seymour Holtzman
Seymour Holtzman
/s/ Evelyn Holtzman
Evelyn Holtzman
/s/ Steven Holtzman
Steven Holtzman
Trust Account F/B/O Allison Holtzman Garcia
/s/ Theodore L. Krohn
Theodore L. Krohn, Trustee
Custodial Account F/B/O Chelsea Holtzman
/s/ Evelyn Holtzman
Evelyn Holtzman, Custodian
JEWELCOR MANAGEMENT, INC.
By: /s/ Seymour Holtzman
Name: Seymour Holtzman
Title: President
JEWELCOR INC.
By: /s/ Seymour Holtzman
Name: Seymour Holtzman
Title: President
S.H. HOLDINGS, INC.
By: /s/ Seymour Holtzman
Name: Seymour Holtzman
Title: President
<PAGE>
<TABLE>
<CAPTION> Exhibit A
LIST OF TRANSACTIONS WITHIN 60 DAYS
TOTAL COST/
PURCHASED/SOLD NUMBER OF SHARES <NET PROCEEDS>
DATE PURCHASED THROUGH PURCHASED/<SOLD> INCLUDING FEES
- -------------- --------- ---------------- ---------------
<S> <C> <C> <C>
JEWELECOR MGT. INC.
7/17/98 24,000 $81,010.00
8/21/98 <2,000> <$5,554.81>
8/25/98 500,000 $1,053,030.00
8/26/98 174,000 $390,015.00
8/26/98 <5,000> <$11,049.62>
9/3/98 130,000 $327,836.00
Seymour Holtzman/
Steven Holtzman
8/26/98 8,000 $16,000.00
Trust F/B/O
A. Holtzman Garcia
8/26/98 10,000 $20,000.00
Custodial Account
F/B/O Chelsea Holtzman
8/26/98 3,000 6,000.00
_____________ ______________
Total 842,000 $1,877,286.57
</TABLE>
