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0000950134-06-022504.txt : 20061201 0000950134-06-022504.hdr.sgml : 20061201 20061201161929 ACCESSION NUMBER: 0000950134-06-022504 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20061201 DATE AS OF CHANGE: 20061201 GROUP MEMBERS: DEBRA FINE GROUP MEMBERS: FINE CAPITAL ADVISORS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REDENVELOPE INC CENTRAL INDEX KEY: 0001236038 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 330844285 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79277 FILM NUMBER: 061251562 MAIL ADDRESS: STREET 1: 201 SPEAR ST STREET 2: 3RD FL CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fine Capital Partners, L.P. CENTRAL INDEX KEY: 0001339161 IRS NUMBER: 201192223 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-492-8225 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 d41745a2sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)
(Amendment No. 2)

Under the Securities Exchange Act of 1934

RedEnvelope, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

75733R 60 1

(CUSIP Number)

Brian Jozwiak
Fine Capital Partners, L.P.
152 West 57^th Street, 37^th Floor
New York, New York 10019
Tel. No.: (212) 492-8200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

- with copies to -

Eliot D. Raffkind
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800

November 29, 2006

(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/A, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box o

The information required in 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, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

Page 1 of 6


CUSIP No.		75733R 60 1	13D/A

NAMES OF REPORTING PERSONS:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

Fine Capital Partners, L.P. 20-1192223

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

908,550

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

908,550

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

908,550

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

9.46%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

Page 2 of 6


CUSIP No.		75733R 60 1	13D/A

NAMES OF REPORTING PERSONS:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

Fine Capital Advisors, LLC 20-1179514

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

908,550

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

908,550

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

908,550

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

9.46%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

Page 3 of 6


CUSIP No.		75733R 60 1	13D/A

NAMES OF REPORTING PERSONS:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

Debra Fine

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

USA

SOLE VOTING POWER:

NUMBER OF

908,550

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

908,550

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

908,550

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

9.46%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

Page 4 of 6

AMENDMENT NO. 2 TO SCHEDULE 13D

This Amendment No. 2 to Schedule 13D relates to shares of common stock, $0.01 par value (“Common Stock”), of RedEnvelope, Inc., a Delaware corporation (the “Issuer”), directly owned by private investment funds managed by Fine Capital Partners, L.P., a Delaware limited partnership (“FCP”). The Issuer’s principal executive offices are located at 149 New Montgomery Street, San Francisco, California 94105.

This Amendment No. 2 to Schedule 13D is being filed to amend and restate Item 3, Item 5 and Item 7. The Schedule 13D is hereby amended as follows:

Item 3. Source and Amount of Funds or Other Consideration

The net investment costs (including commissions, if any) of the shares of Common Stock directly owned by the private investment funds is approximately $8,220,550. Ms. Fine, FCP and FCA do not directly own any shares of Common Stock.

Item 5. Interest in Securities of the Issuer

(a) As of November 29, 2006, Ms. Fine beneficially owns 908,550 shares of Common Stock, which represents 9.46% of the Issuer’s outstanding shares of Common Stock. FCP, FCA and Ms. Fine direct the voting and disposition of 908,550 shares of Common Stock representing 9.46% of the Issuer’s outstanding shares of Common Stock. The percentage of beneficial ownership of the Reporting Persons, as reported in this Schedule 13D/A, was calculated by dividing (i) the number of shares of Common Stock beneficially owned by each Reporting Person as of November 29, 2006 as set forth in this Schedule 13D/A, by (ii) the 9,606,602 shares of Common Stock outstanding as of November 8, 2006, based upon the Issuer’s Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2006.

(b) Ms. Fine and FCP have the power to vote and dispose of all of the shares of Common Stock held by the private investment funds.

(c) The transactions in the Issuer’s securities by the Reporting Persons in the last sixty days are listed as Exhibit 1 attached hereto and made a part hereof.

(d) Not Applicable.

(e) Not Applicable.

Item 7. Material to be Filed as Exhibits


Exhibit 1		Transactions in the Issuer’s securities by the Reporting Persons in the last sixty days.

Exhibit 2		Joint Filing Agreement dated December 1, 2006, among the Reporting Persons.

Page 5 of 6

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 1, 2006


		FINE CAPITAL PARTNERS, L.P.

		By:		Fine Capital Advisors, LLC,
				its general partner



	By:	/s/ Debra Fine
	Name:	Debra Fine
	Title:	Manager


	FINE CAPITAL ADVISORS, LLC
	By:	/s/ Debra Fine
	Name:	Debra Fine
	Title:	Manager


	/s/ Debra Fine
	Debra Fine

Page 6 of 6

EX-99.1 2 d41745a2exv99w1.htm TRANSACTIONS IN THE ISSUER'S SECURITIES exv99w1

EXHIBIT 1


	Number of Shares
Date	Purchased/(Sold)		Price per Share
10/26/2006		100	$	8.80
10/31/2006		2,800	$	8.80
11/13/2006		9,800	$	8.80
11/29/2006		100,000	$	7.75

EX-99.2 3 d41745a2exv99w2.htm JOINT FILING AGREEMENT exv99w2

EXHIBIT 2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, $0.01 par value, of RedEnvelope, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of December 1, 2006.


		FINE CAPITAL PARTNERS, L.P.

		By:		Fine Capital Advisors, LLC,
				its general partner



	By:	/s/ Debra Fine
	Name:	Debra Fine
	Title:	Manager


	FINE CAPITAL ADVISORS, LLC
	By:	/s/ Debra Fine
	Name:	Debra Fine
	Title:	Manager


	/s/ Debra Fine
	Debra Fine