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. 3)
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
FEBRUARY 23, 1999
(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 7 Pages)
<PAGE>
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CUSIP No. 537528101 13D Page 2 of 6
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1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
VALUEVEST PARTNERS, L.P.
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2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X|
(b)|_|
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3.
SEC USE ONLY
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4.
SOURCE OF FUNDS
00
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5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |_|
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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
|-|
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13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.58%
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14.
TYPE OF REPORTING PERSON
PN
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<PAGE>
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CUSIP No. 537528101 13D Page 3 of 6
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============ ===================================================================
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
============ ===================================================================
<PAGE>
AMENDMENT NO. 3 TO SCHEDULE 13D
This Amendment No. 3, 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 and
Amendment No. 2 filed by the Reporting Persons on October 30, 1998 (as amended,
the "Statement"), as follows:
Item 1. Security and Issuer
Common Stock
Little Switzerland, Inc. (the "Issuer" or the "Company")
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
(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
Item 4. Purpose of Transaction.
This Item 4 is Amended and Restated as follows:
In December 1998, Donald L. Sturm, one of the Reporting Persons, and the Company
began engaging in discussions about the possibility of Sturm nominees serving on
the Board of Directors of the Company, and on December 23, 1998 Donald Sturm
sent the Company notice of his intention to nominate Melanie L. Sturm and
Richard C. Hunter as Directors in connection with the Company's 1998 Annual
Meeting of Shareholders (the "Annual Meeting"). During the same period the
Company was also involved in discussions with Seymour Holtzman, the President of
Jewelcor Management, Inc., a stockholder of the Company that beneficially owns
12% of the Company's Common Stock, about the possibility of Jewelcor nominees
serving on the Board of Directors and certain other matters relating to the
management of the Company. During January and February, the Company, Donald L.
Sturm and Seymour Holtzman continued with discussions concerning such matters.
On February 23, 1999, Donald L. Sturm and ValueVest entered into a
Settlement Agreement with the Company, Jewelcor Management, Inc., Seymour
Holtzman and certain other parties thereto, which provided, among other things,
for (i) the agreement by the Company to designate Melanie L. Sturm and Richard
C. Hunter as the Company's nominees for election as Class III Directors at the
Annual Meeting , (ii) the agreement by the Company to designate Adriane Dudley
and Seymour Holtzman as the Company's nominees for election as Class I Directors
at the Annual Meeting, (iii) effective the date of the Annual Meeting, the
resignation of C. William Carey as a Director and Chief Executive Officer of the
Company, and Timothy Donaldson as Director of the Company, and the appointment
of Peter McMullin as a Class II Director of the Company, (iv) the appointment of
Kenneth W. Watson as Acting Chief Executive Officer of the Company, effective
the date of the Annual Meeting, (v) the amendment of the Company's By-Laws,
through the adoption of Amended and Restated By-Laws of the Company, and (vi)
the agreement of Donald L. Sturm, ValueVest, Jewelcor Management, Inc., Seymour
Holtzman and his affiliates and associates, and C. William Carey, respectively,
to vote the shares of the Company's capital stock beneficially owned by them for
the Company's nominees for Director at the Annual Meeting.
In addition, Mr. Sturm was granted the right to attend and observe all
meetings of the Board of Directors for so long as he beneficially owns at least
5% of the oustanding shares of Common Stock of the Company.
The above summary is qualified by reference to the entirety of the
Settlement Agreement which is incorporated herein by reference. The Company has
filed the Settlement Agreement as Exhibit 10.32 to its form 8-K which was filed
with the Securities and Exchange Commission on February 24, 1999.
Except as described in this item 4, or in Item 6 below, the Reporting
Persons do not have any plans or proposals which relate to or would result in
(a) any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board; (b) any other material change in the
Issuer's business or corporate structure; (c) changes in the Issuer's charter,
by-laws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person; or (d) any material
action similar to any of those enumerated above.
Additionally, the Reporting Persons do not have any plans or proposals
which relate to or would result in (a) the acquisition by any person of
additional securities of the issuer, or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any material change in the present capitalization or
dividend policy of the Issuer; (e) a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (f) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act; or (g) any material action similar to any of those enumerated
above.
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, subject to
applicable legal requirements (i) 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, (iii) from time to
time, consistent with their role as major stockholders of the Company, seek to
influence, or direct or redirect, the management, policies, business, corporate
structure and capitalization of the Issuer, and (iv )
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 March 5, 1999, 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) The Reporting Persons have not effected any transactions in the
securities of the Issuer during the 60 days prior to March 5, 1999.
(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 Stock owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
This Item 6 is amended and restated as follows:
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.
Pursuant to the terms of the Settlement Agreement described in Item 4
above, the Reporting Persons have agreed to vote securities beneficially owned
by them for the Company's nominees for election as Directors at the Annual
Meeting. There are no other contracts, arrangements or other understandings
between the Issuer and the Reporting Persons relating to securities of the
Issuer.
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)
<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: March 5, 1999
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
