UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
JTS CORPORATION
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
4659401 04
(CUSIP Number)
Emanuel J. Adler, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue, New York, New York 10174
(212) 885-5000
(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
October 14, 1997
(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 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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SCHEDULE 13D
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CUSIP NO. 4659401 04 Page 2 of 4 Pages
- -------------------- ------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Amber Arbitrage LDC
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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*
WC
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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
Cayman Islands
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7 SOLE VOTING POWER
NUMBER OF 75,608,373
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 30,000,016
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
75,608,373
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,608,389
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.7%1
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
- ----------
1 Includes 30,000,016 shares for which the Reporting Person has shared voting
power.
Page 2 of 5 Pages
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This Amendment No. 1 amends the Schedule 13D dated October 6, 1997 of Amber
Arbitrage LDC ("Amber") with respect to the common stock, par value $.001 per
share ("Common Stock"), issued by JTS Corporation (the "Corporation"). Except as
modified hereby, there has been no change in the information previously reported
in the Schedule 13D dated October 6, 1997 of Amber.
Item 5. Interest in Securities of the Issuer.
(a) - (b)
According to the information provided to the Reporting Person by the
Corporation, there were, as of September 26, 1997, 158,283,990 shares of Common
Stock of the Corporation issued and outstanding.
The Reporting Person has sole voting and dispositive power over 75,608,373
shares of Common Stock, comprised of (i) 12,312,600 shares of Common Stock owned
of record by Pax Clearing Company Limited Partnership, the Reporting Person's
clearing firm, (ii) 60,765,000 shares of Common Stock issuable upon the
conversion of 12,153 shares of the Corporation's Series D Preferred Stock (the
"Series D Shares"), and (iii) 2,530,773 shares of Common Stock issuable upon the
conversion of that portion of the 10,705 Series D Shares of the Corporation
remaining in escrow with Cooley Goodward LLP pursuant to an escrow agreement
dated September 25, 1997, (the "Escrow") as more fully described in the
Reporting Person's initial Statement on Schedule 13D dated September 25, 1997.
The Reporting Person has the sole power to vote and dispose of all such
securities.
Pursuant to Rule 13d-1 promulgated under the Securities Exchange Act of
1934, as amended, the shares of Common Stock described in this Item 5(a) - (b)
constitute 47.7% of the outstanding shares of Common Stock.
(c) Since September 25, 1997 (the date of the event which required the
Reporting Person to file its initial statement on Schedule 13D), Amber has
disposed of 2,616,100 shares of Common Stock in over-the-counter market
transactions on the American Stock Exchange, as follows:
Sale Price
Date Shares Per Share
---- ------ ---------
09/30/97 245,800 $0.6250
09/30/97 2,400 $0.6875
10/01/97 103,600 $0.6250
10/01/97 2,000 $0.6875
10/02/97 8,000 $0.6250
10/02/97 101,000 $0.6875
Page 3 of 5 Pages
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Sale Price
Date Shares Per Share
---- ------ ---------
10/03/97 374,800 $0.6250
10/03/97 3,600 $0.6875
10/06/97 222,700 $0.6250
10/06/97 2,000 $0.6875
10/07/97 283,600 $0.5625
10/07/97 600,000 $0.6250
10/08/97 118,500 $0.5625
10/08/97 1,000 $0.6250
10/09/97 5,000 $0.6250
10/10/97 2,000 $0.6250
10/13/97 2,000 $0.6250
10/14/97 182,100 $0.5625
10/14/97 6,000 $0.6250
10/15/97 51,000 $0.6250
10/16/97 60,000 $0.6250
10/17/97 10,000 $0.6250
10/17/97 101,000 $0.6575
10/20/97 55,000 $0.6875
10/21/97 48,000 $0.6875
10/22/97 23,000 $0.6875
10/24/97 1,000 $0.6875
On October 6, 1997, the Reporting Person disposed of $80,000 principal
amount of the 5.25% convertible subordinated debentures of the Corporation due
April 29, 2002 in one transaction effected on the American Stock Exchange at an
aggregate sale price of $29,600.
On October 16 and 23, 1997, the Reporting Person authorized the release of
$2,539,250 and $952,000, respectively from the Escrow and the Corporation
authorized the release of 2,902 and 1,088 Series D Shares, respectively, from
the Escrow, as more fully described in the Reporting Person's initial statement
on Schedule 13D dated October 6, 1997.
(d) The Reporting Person affirms that no person other than the Reporting
Person has the right to receive, or the power to direct the receipt of,
dividends from, or the proceeds from the sale of, the securities owned by the
Reporting Person.
Page 4 of 5 Pages
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(e) It is inapplicable for the purposes herein to state the date on which
the Reporting Person ceased to be the owner of more than five percent of the
Common Stock of the Corporation.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, Amber
certifies that the information set forth in this statement is true, complete and
correct.
Dated: November 7, 1997
AMBER ARBITRAGE LDC
BY: LISMORE MANAGEMENT LTD.
By: /s/ Peter Anderson
---------------------------------
Name: Peter Anderson
Title: Director
Page 5 of 5 Pages
