-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DQjUX0SuDmbEydeEyV6iuOoe7d7u/b1R9kDaIw/2RFzqeypDedX9spEHTjqUtpsT Izpx0Ppco+fgh0U1NGX3YQ== 0000950135-99-001348.txt : 19990316 0000950135-99-001348.hdr.sgml : 19990316 ACCESSION NUMBER: 0000950135-99-001348 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990315 GROUP MEMBERS: JAMES B. MCELWEE GROUP MEMBERS: MICHAEL F. CRONIN GROUP MEMBERS: MICHAEL P. LAZARUS GROUP MEMBERS: WESTON PRESIDIO CAPITAL MANAGEMENT LP GROUP MEMBERS: WESTON PRESIDIO OFFSHORE CAPITAL C V GROUP MEMBERS: WESTON PRESIDIO OFFSHORE MANAGEMENT NV SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TWEETER HOME ENTERTAINMENT GROUP INC CENTRAL INDEX KEY: 0001060390 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RADIO TV & CONSUMER ELECTRONICS STORES [5731] IRS NUMBER: 043417513 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-55397 FILM NUMBER: 99564655 BUSINESS ADDRESS: STREET 1: 10 PEQUOT WAY CITY: CANTON STATE: MA ZIP: 02021 BUSINESS PHONE: 7818303000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTON PRESIDIO OFFSHORE CAPITAL C V CENTRAL INDEX KEY: 0000877683 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE FEDERAL STREET STREET 2: 21ST FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6179882500 MAIL ADDRESS: STREET 1: ONE FEDERAL STREET STREET 2: 21ST FLOOR CITY: BOSTON STATE: MA ZIP: 02110 SC 13G/A 1 WESTON PRESIDIO / TWEETER SCHEDULE 13G/A 1 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) 2 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 3 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 4 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 5 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 6 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 7 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 8 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 9 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. 10 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 11 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 12 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 13 ______________________________ James B. McElwee 14 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 -----END PRIVACY-ENHANCED MESSAGE-----