UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
RAVENSWOOD WINERY, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
754438109
(CUSIP Number)
Michael Moran
W.R. Hambrecht + Co., LLC
539 Bryant Street, Suite 100
San Francisco, CA 94107
(415) 551-3132
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 3, 2001
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits. See ss.240.13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a 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
"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).
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CUSIP No. 754438109 Page 2 of 2
SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
W.R. Hambrecht + Co., LLC
94-3289837
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) (X)
(b) ( )
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ( )
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH -----------------------------------------------------------------
REPORTING
PERSON WITH 8 SHARED VOTING POWER
425,085
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
425,085
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
425,085
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)( )
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.73%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
BD
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CUSIP No. 754438109 Page 3 of 3
SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William R. Hambrecht
###-##-####
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) (X)
(b) ( )
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, AF
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
--------------------------------------------------------------------------------
8 SHARED VOTING POWER
425,085
--------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
--------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
425,085
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
425,085 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) ( )
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.73%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
(1) Mr. Hambrecht has a 23.1% ownership interest in W.R. Hambrecht + Co., LLC
(the "LLC"). The LLC directly owns 425,085 shares of Ravenswood Winery, Inc. Mr.
Hambrecht does not directly own any shares of Ravenswood Winery, Inc. Mr.
Hambrecht disclaims beneficial ownership of all the shares of Ravenswood Winery,
Inc. held directly by the LLC other than with respect to 98,194.64 shares
represented by his proportionate ownership interest in the LLC.
<PAGE>
CUSIP No. 754438109 Page 4 of 4
Statement on Schedule 13D
This Amendment No. 3 amends and supplements the initial Statement on
Schedule 13D of W.R. Hambrecht + Co., LLC ("LLC") filed with the Securities and
Exchange Commission on November 3, 1999, as amended on May 4, 2000 and August 2,
2000, with respect to the beneficial ownership by the LLC of shares of common
stock, no par value per share ("Common Stock"), of Ravenswood Winery, Inc., a
California corporation ("Issuer"). The filing of this Amendment No. 3 is
occasioned by the purchase and sale of shares in the LLC's market making account
as described in Item 5(c) below and the sale of shares by Mr. Hambrecht. Except
as set forth below, the information contained in the Original Statement, as
amended by Amendment No. 1, is unchanged.
To the extent that any information is provided herein with respect to
the Issuer, such information is provided to the knowledge of the LLC or Mr.
Hambrecht.
ITEM 1. SECURITY AND ISSUER.
The Original Statement, as amended by the Amendments No. 1, No. 2 and
No. 3 ("Amended Statement"), relates to shares of the Common Stock, no par
value, of the Issuer. The address of the Issuer's principal executive offices is
18701 Gehricke Road, Sonoma, California 95476.
ITEM 2. IDENTITY AND BACKGROUND.
The Amended Statement is being filed jointly by William R. Hambrecht
and the LLC.
(a) (i) W.R. Hambrecht + Co., LLC.
(ii) William R. Hambrecht.
(b) (i) The LLC's principal business address is 539 Bryant Street,
Suite 100, San Francisco, CA 94107. (ii) Mr. Hambrecht's
principal address is 539 Bryant Street, Suite 100, San
Francisco, CA 94107.
(c) (i) The LLC is a Broker/Dealer.
(ii) Mr. Hambrecht is the sole Manager of the LLC.
(d) During the past five years, neither the LLC or Mr. Hambrecht has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, neither the LLC or Mr. Hambrecht has
been 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, or finding any violations with respect to such laws.
(f) (i) The LLC is organized under the laws of the State of
Delaware.
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CUSIP No. 754438109 Page 5 of 5
(ii) Mr. Hambrecht is a citizen of the United States of America.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Working Capital of the LLC and personal funds of Mr. Hambrecht.
ITEM 4. PURPOSE OF TRANSACTION.
The acquisitions of Common Stock by the LLC were made as long-term
investments of the LLC or in its role as a market maker of the Issuer. The sale
of Common Stock by Mr. Hambrecht was made as part of his personal investments.
Except as noted below, neither Mr. Hambrecht nor the LLC has any present plans
or proposals that relate to or would result in or cause:
(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 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;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) a class of securities of the Issuer being de-listed from a
national securities exchange or to cease to be authorized to be
quoted in an interdealer quotation system of a registered
national securities association;
(i) 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 of 1934; or
(j) any action similar to any of those enumerated above.
The filing persons reserve the right to adopt such plans and proposals
subject to applicable regulatory requirements, if any; and to transfer
securities of the Issuer directly and/or sell securities of the Issuer in the
open market.
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CUSIP No. 754438109 Page 6 of 6
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) According to the Issuer, there were 4,870,179 shares of Common
Stock outstanding as of November 8, 2000. As of January 3, 2000, the LLC
currently directly owns 425,085 shares of the Issuer's Common Stock,
representing 8.73% of the outstanding Common Stock. Mr. Hambrecht does not
directly own any shares of Common Stock of the Issuer. Mr. Hambrecht, as the
sole Manager of the LLC, has indirect beneficial ownership of the 425,085 shares
of Common Stock owned by the LLC. Mr. Hambrecht also has a 23.1% ownership
interest in the corporation that owns 100% of the LLC. Accordingly, Mr.
Hambrecht disclaims beneficial ownership of all shares of the Issuer held by the
LLC other than with respect to 98,194.64 shares represented by his proportionate
ownership interest in the LLC.
(b) The LLC and Mr. Hambrecht each have shared voting power and
dispositive power over the 425,085 shares of Common Stock held by the LLC.
(c) Except as set forth below, neither Mr. Hambrecht nor the LLC has
effected any transaction involving the Issuer's Common Stock during the 60 days
prior to the date of this Amended Statement.
During this period the LLC made the following open market purchases and
sales of Common Stock in its capacity as market maker for the Common Stock,
which trades are shown net of all market making transactions for that day with
an average price:
BUY OR SELL TRADE DATE NO. OF PRICE PER
SHAREs SHARES
B 11/03/2000 200 13.750
S 11/06/2000 600 13.5
S 11/07/2000 100 13.250
S 11/08/2000 400 13.188
S 11/09/2000 300 13.250
B 11/13/2000 1,140 13.0
S 11/14/2000 1,240 12.953
S 11/15/2000 3,300 12.977
S 11/16/2000 890 12.992
S 11/17/2000 400 12.982
S 11/20/2000 380 13.0
S 11/22/2000 200 13.125
S 11/24/2000 400 13.125
B 11/28/2000 770 12.388
S 11/29/2000 6,900 13.125
S 11/30/2000 1,035 13.1875
S 12/04/2000 2,100 12.750
S 12/05/2000 1,669 12.625
S 12/06/2000 800 12.3125
B 12/07/2000 1,450 12.4375
S 12/08/2000 1,700 13.5
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CUSIP No. 754438109 Page 7 of 7
S 12/13/2000 7 13.5
S 12/14/2000 50 13.5
S 12/15/2000 510 13.1875
B 12/19/2000 3,171 12.640
B 12/20/2000 200 12.5
S 12/22/2000 600 13.0
S 12/26/2000 1,400 12.583
B 12/28/2000 2,330 12.075
B 12/29/2000 5,665 12.218
S 01/02/2001 800 12.218
S 01/03/2001 700 11.70
In addition Mr. Hambrecht sold 9,765 shares at $12.00 per share on
December 29, 2000 and 100,000 shares at $11.38 on January 3, 2001.
(d) Except as set forth in this Amended Statement, no other person
is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the securities of the
Issuer that are owned beneficially by the reporting persons.
(e) Item 5(e) is not applicable to this Amended Statement.
ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following material was filed as an Exhibit to Amendment No. 1 to the
original Schedule 13D:
Exhibit A - Joint Filing Agreement dated as of May 4, 2000, between the
LLC and Mr. Hambrecht.
<PAGE>
CUSIP No. 754438109 Page 8 of 8
SIGNATURES
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: January 10, 2001
/S/ WILLIAM R. HAMBRECHT
------------------------
William R. Hambrecht
W.R. Hambrecht + Co., LLC
------------------------
By: William R. Hambrecht,
Manager
/S/ WILLIAM R. HAMBRECHT
------------------------
William R. Hambrecht
