SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Little Switzerland, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
537528-10-1
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(CUSIP Number)
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C. William Carey
c/o Carey Associates, Inc.
150 Federal Street, 12th Floor
Boston, MA 02110
(617) 428-6811
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 4, 1999
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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. [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for the 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 1 of 5 pages
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CUSIP NO. 537528-10-1 SCHEDULE 13D/A PAGE 2 OF 5 PAGES
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
C. William Carey
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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========================= --------- ============================================
NUMBER OF 7 SOLE VOTING POWER
SHARES 615,000
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 615,000
========= ============================================
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
========================= ========= ============================================
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
615,000
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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)
7.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 pages
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 Amendment No. 1 on Schedule 13D relates to the common stock,
$.01 par value per share 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, 00802.
Item 2. Identity and Background
-----------------------
(a) This Amendnent No. 1 on Schedule 13D is filed by C. William
Carey sometimes referred to herein as the "Reporting Person."
(b) The business address of the Reporting Person is Carey
Associates, Inc., 150 Federal Street, 12th floor, Boston,
MA 02110.
(c) The Reporting Person is the President of the corporation
described in Item 2(b).
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding.
(e) During the last five years, the Reporting Person was not 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, or prohibiting or mandating activities subject
to, federal or state securities laws on finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
On November 4, 1999, the Reporting Person purchased 100,000 shares
of Common Stock at an aggregate cost of $26,009.75 from funds held
with SouthEast Research.
Item 4. Purpose of Transaction
----------------------
The Reporting Person has, at this time, acquired his shares of
Common Stock for the purpose of investment. The Reporting Person is
evaluating, and expects to continue to evaluate, his perception of
the investment potential of the Common Stock, and depending on
various factors including the results of such evaluations, the
Reporting Person may in the future take such actions with respect to
Page 3 of 5 pages
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such holdings in Little Switzerland as he deems appropriate in light
of the circumstances that exist 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 by him.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) As of November 4, 1999, the Reporting Person was the beneficial
owner of 615,000 shares of Common Stock. Based upon 8,627,209
shares of Common Stock outstanding, the Reporting Person owns
7.1% of Little Switzerland's outstanding shares.
(b) The Reporting Person has sole power to vote and to dispose of
the shares of Common Stock beneficially owned by him.
(c) On August 19, 1999, the Reporting Person purchased 150,000
shares of Common Stock at an aggregate cost of $68,625 from
funds held with SouthEast Research.
(d) On August 24, 1999, the Reporting Person purchased 150,000
shares of Common Stock at an aggregate cost of $72,000 from
funds held with SouthEast Research.
(e) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of,
such securities.
Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer
-----------------------------------
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the person named in Item
2 and any person with respect to any securities of Little
Switzerland.
Item 7. Material to be Filed as Exhibits
--------------------------------
None.
Page 4 of 5 pages
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Signature
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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.
Dated: November 15, 1999 /s/ C. William Carey
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C. William Carey
Page 5 of 5 pages
