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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO 13d-2(b)
(AMENDMENT NO. 1)
TWEETER HOME ENTERTAINMENT GROUP
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
901167-10-6
(CUSIP NUMBER)
JULY 16, 1998
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
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CUSIP NO. 901167-10-6
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Weston Presidio Offshore Capital C.V. ("WPOC")
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands Antilles
5. SOLE VOTING POWER
Zero
6. SHARED VOTING POWER
634,726
7. SOLE DISPOSITIVE POWER
Zero
8. SHARED DISPOSITIVE POWER
634,726
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
646,558 Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY ROW 9
10.60%
12. TYPE OF REPORTING PERSON
PN
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CUSIP NO. 901167-10-6
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Weston Presidio Capital Management LP ("WPCM")
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. SOLE VOTING POWER
Zero
6. SHARED VOTING POWER
634,726 directly by WPOC. WPCM is a general partner of WPOC.
7. SOLE DISPOSITIVE POWER
Zero
8. SHARED DISPOSITIVE POWER
634,726 directly by WPOC. WPCM is a general partner of WPOC.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
646,558 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY ROW 9
10.60%
12. TYPE OF REPORTING PERSON
PN
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CUSIP NO. 901167-10-6
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Weston Presidio Offshore Management NV ("WPOM")
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands Antilles
5. SOLE VOTING POWER
Zero
6. SHARED VOTING POWER
634,726 directly by WPOC. WPOM is a general partner of WPOC.
7. SOLE DISPOSITIVE POWER
Zero
8. SHARED DISPOSITIVE POWER
634,726 directly by WPOC. WPOM is a general partner of WPOC.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
646,558 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY ROW 9
10.60%
12. TYPE OF REPORTING PERSON
PN
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CUSIP NO. 901167-10-6
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Michael F. Cronin
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. SOLE VOTING POWER
Zero
6. SHARED VOTING POWER
634,726 directly held by WPOC. WPCM and WPOM are general
partners of WPOC and Mr. Cronin is a general partner of both
WPCM and WPOM.
7. SOLE DISPOSITIVE POWER
Zero
8. SHARED DISPOSITIVE POWER
634,726 directly held by WPOC. WPCM and WPOM are general
partners of WPOC and Mr. Cronin is a general partner of both
WPCM and WPOM.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
646,558 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY ROW 9
10.60%
12. TYPE OF REPORTING PERSON
IN
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CUSIP NO. 901167-10-6
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Michael P. Lazarus
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. SOLE VOTING POWER
Zero
6. SHARED VOTING POWER
634,726 directly by WPOC. WPCM and WPOM are general partners
of WPOC and Mr. Lazarus is a general partner of both WPCM and
WPOM.
7. SOLE DISPOSITIVE POWER
Zero
8. SHARED DISPOSITIVE POWER
634,726 directly by WPOC. WPCM and WPOM are general partners
of WPOC and Mr. Lazarus is a general partner of both WPCM and
WPOM.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
646,558 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY ROW 9
10.60%
12. TYPE OF REPORTING PERSON
IN
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CUSIP NO. 901167-10-6
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
James B. McElwee
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. SOLE VOTING POWER
Zero
6. SHARED VOTING POWER
634,726 directly by WPOC. WPCM and WPOM are general partners
of WPOC and Mr. McElwee is a general partner of both WPCM and
WPOM.
7. SOLE DISPOSITIVE POWER
Zero
8. SHARED DISPOSITIVE POWER
634,726 directly by WPOC. WPCM and WPOM are general partners
of WPOC and Mr. McElwee is a general partner of both WPCM and
WPOM.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
646,558 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY ROW 9
10.60%
12. TYPE OF REPORTING PERSON
IN
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ITEM 1(a) NAME OF ISSUER:
Tweeter Home Entertainment Group, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
40 Hudson Road Shawmut Park
Canton, MA 02021
C/O Jeff Stone President and CEO
ITEM 2(a)-(b) NAME OF PERSON FILING:
This statement is being filed by Weston
Presidio Offshore Capital C.V. ("WPOC"), a
limited partnership in the Netherlands
Antilles, Weston Presidio Capital Management
L.P. ("WPCM"), a Delaware Limited
Partnership, Weston Presidio Offshore
Management N.V. ("WPOM"), a limited
partnership in the Netherlands Antilles,
Michael F. Cronin, Michael P. Lazarus and
James B. McElwee. WPCM and WPOM are the
General Partners of WPOC; Michael F. Cronin,
Michael P. Lazarus and James B. McElwee are
the individual General Partners of WPCM; and
Michael F. Cronin and Michael P. Lazarus are
the individual General Partners of WPOM.
Management of the business affairs of WPCM
and WPOM, including decisions respecting
disposition and/or voting of the Issuer's
shares, is by majority decision of the
general partners of WPCM and WPOM.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The address of the principal business office
of the persons filing this statement are set
forth in Exhibit B.
ITEM 2(c) CITIZENSHIP:
See row 4 of cover page for each person
filing this statement.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock
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ITEM 2(e) CUSIP NUMBER:
901167-10-6
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A :
Not Applicable
ITEM 4. OWNERSHIP:
(a) Amount Beneficially Owned:See Row 9 of cover page for
each
(b) Percent of Class:See Row 11 of cover page for each
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See Row 5 of cover page for each
(ii) shared power to vote or to direct the vote:
See Row 6 of cover page for each
(iii) sole power to dispose or to direct the
disposition of: See Row 7 of cover page for
each
(iv) shared power to dispose or to direct the
disposition of : See Row 8 of cover page for
each
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Under certain circumstances set forth in the
limited partnership agreements of WPOC, WPCM
and WPOM the general and limited partners of
such entities may have the right to receive
dividends from, or the proceeds from the
sale of shares of Common Stock of Tweeter
Home Entertainment Group, Inc. owned by such
entity.
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ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
The reporting persons may be deemed to be a
"group" for purposes of Section 13(d) and
13(g) of the Act and the rules thereunder;
however, each of the reporting persons
expressly disclaims any assertion or
presumption that it or the other reporting
persons constitute a "group". The filing of
this statement should not be construed to be
an admission that any of the reporting
persons is a member of a "group" consisting
of one or more persons.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
ITEM 10. CERTIFICATION:
Not Applicable
SIGNATURE
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.
Date: February 22, 1999
WESTON PRESIDIO OFFSHORE CAPITAL C.V.
By: WESTON PRESIDIO CAPITAL MANAGEMENT , L.P.
By: ______________________________
General Partner
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WESTON PRESIDIO CAPITAL MANAGEMENT , L.P.
By: ______________________________
General Partner
WESTON PRESIDIO OFFSHORE MANAGEMENT N.V.
By: ______________________________
General Partner
______________________________
Michael F. Cronin
______________________________
Michael P. Lazarus
______________________________
James B. McElwee
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EXHIBIT A
Agreement Relating to Joint Filing of Schedule 13G
The undersigned hereby agree that a single Schedule 13G (or
any amendment thereto) relating to the Common Stock of Tweeter Home
Entertainment Group, Inc. shall be filed on behalf of each of the undersigned
and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Dated: February 22, 1999
WESTON PRESIDIO OFFSHORE CAPITAL C.V.
By: WESTON PRESIDIO CAPITAL MANAGEMENT , L.P.
By: ______________________________
General Partner
WESTON PRESIDIO CAPITAL MANAGEMENT , L.P.
By: ______________________________
General Partner
WESTON PRESIDIO OFFSHORE MANAGEMENT N.V.
By: ______________________________
General Partner
______________________________
Michael F. Cronin
______________________________
Michael P. Lazarus
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______________________________
James B. McElwee
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EXHIBIT B
Principal Business Office of Reporting Person
1. (a) Weston Presidio Offshore Capital C.V.
(b) One Federal Street 21st Floor
Boston, MA 02110-2004
2. (a) Weston Presidio Capital Management, L.P.
(b) One Federal Street 21st Floor
Boston, MA 02110-2004
3. (a) Weston Presidio Offshore Management N.V.
(b) One Federal Street 21st Floor
Boston, MA 02110-2004 C/O MeesPierson Trust Company
Gosiraweg 6 Willemstad, Curacoa, N.A.
4. (a) Michael F. Cronin
(b) Weston Presidio Capital Management , L.P.
One Federal Street 21st Floor
Boston, MA 02110-2004
5. (a) Michael P. Lazarus
(b) Weston Presidio Capital Management, L.P.
343 Sansome Street Suite 1210
San Francisco, CA 94104
6. (a) James B. McElwee
(b) Weston Presidio Capital Management, L.P.
343 Sansome Street Suite 1210
San Francisco, CA 94104
