0001013594-05-000042.txt : 20120705
0001013594-05-000042.hdr.sgml : 20120704
20050204114929
ACCESSION NUMBER: 0001013594-05-000042
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050204
DATE AS OF CHANGE: 20050204
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: SPORTSMANS GUIDE INC
CENTRAL INDEX KEY: 0000791450
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961]
IRS NUMBER: 411293081
STATE OF INCORPORATION: MN
FISCAL YEAR END: 0103
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-39065
FILM NUMBER: 05575778
BUSINESS ADDRESS:
STREET 1: 411 FARWELL AVENUE SO
CITY: ST PAUL
STATE: MN
ZIP: 55075
BUSINESS PHONE: 6124513030
MAIL ADDRESS:
STREET 1: 411 FARWELL AVE
CITY: S ST PAUL
STATE: MN
ZIP: 55075
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: SILVER CAPITAL MANAGEMENT LLC
CENTRAL INDEX KEY: 0001140042
STATE OF INCORPORATION: NY
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 605 THIRD AVE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10158
BUSINESS PHONE: 2124768547
MAIL ADDRESS:
STREET 1: 605 THIRD AVE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10158
SC 13G/A
1
sportsman13ga-020305.txt
FEBRUARY 3, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(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)*
The Sportsman's Guide, Inc.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
848907200
(CUSIP Number)
December 31, 2004
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
(Continued on the Following Pages)
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bruce Silver
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
267,718
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
267,718
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
267,718
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.69%
12. TYPE OF REPORTING PERSON*
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Silver Capital Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
267,718
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
267,718
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
267,718
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.69%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Silver Capital Fund, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
86,849
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
86,849
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
86,849
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.85%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Silver Capital Fund (Offshore) Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
32,524
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
32,524
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
32,524
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.07%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1(a). NAME OF ISSUER:
The Sportsman's Guide, Inc. (the "Issuer")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
411 Farewell Avenue
So. St. Paul, Minnesota 55075
ITEM 2(a). NAME OF PERSON FILING:
The names of the persons filing this statement on Schedule 13G are:
- Bruce Silver, a United States Citizen ("Silver").
- Silver Capital Management, LLC, a Delaware limited liability company
("Silver Capital").
- Silver Capital Fund, LLC, a Delaware limited liability company (the
"Domestic Fund").
- Silver Capital Fund (Offshore) Ltd., a Cayman Island exempted company
(the "Offshore Fund").
Mr. Silver is the managing member of Silver Capital. Silver Capital
provides investment management services to certain accounts and has the power to
vote and dispose of the securities held by such accounts. Silver Capital is the
investment manager of the Domestic Fund and the Offshore Fund.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The business address of each of Mr. Silver, Silver Capital and the Domestic
Fund is 220 East 42nd Street, 29th Floor, New York, New York 10017.
The business address of the Offshore Fund is c/o Appleby Corporate Services
(Cayman) Limited, P.O. Box 1350 GT, George Town, Grand Cayman, Cayman Islands.
ITEM 2(c). CITIZENSHIP:
Mr. Silver is a citizen of the United States.
Each of Silver Capital and the Domestic Fund is a limited liability company
formed under the laws of the State of Delaware.
The Offshore Fund is an exempted company formed under the laws of the
Cayman Islands.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 par value per share (the "Common Stock")
ITEM 2(e). CUSIP NUMBER:
848907200
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box [x]
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
(i) Each of Mr. Silver and Silver Capital beneficially owns 267,718
shares of Common Stock.
(ii) The Domestic Fund beneficially owns 86,849 shares of Common
Stock.
(iii) The Offshore Fund beneficially owns 32,524 shares of Common
Stock.
(iv) Collectively, the Reporting Persons beneficially own 267,718
shares of Common Stock.
(b) Percent of Class:
(i) Silver Capital and Mr. Silver's beneficial ownership of 267,718
shares of Common Stock represents 5.69% of all of the
outstanding shares of Common Stock.
(ii) The Domestic Fund's beneficial ownership of 86,849 shares of
Common Stock represents 1.85% of all of the outstanding
shares of Common Stock.
(iii) The Offshore Fund's beneficial ownership of 32,524 shares of
Common Stock represents 0.07% of all of the outstanding
shares of Common Stock.
(iv) Collectively, the Reporting Persons' beneficial ownership of
267,718 shares of Common Stock represents 5.69% of all
of the outstanding shares of Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Not applicable.
(ii) Shared power to vote or to direct the vote of shares of Common
Stock:
Silver Capital and Mr. Silver have shared power to vote or
direct the vote of 267,718 shares of Common Stock.
The Domestic Fund has shared power with Silver Capital and Mr.
Silver to vote or direct the vote of the 86,849 shares of Common
Stock held by the Domestic Fund.
The Offshore Fund has shared power with Silver Capital and Mr.
Silver to vote or direct the vote of the 32,524 shares of Common
Stock held by the Offshore Fund.
(iii) Sole power to dispose or to direct the disposition of
shares of Common Stock:
Not applicable.
(iv) Shared power to dispose or to direct the disposition of
shares of Common Stock:
Silver Capital and Mr. Silver have shared power to dispose or
direct the disposition of 267,718 shares of Common Stock.
The Domestic Fund has shared power with Silver Capital and Mr.
Silver to dispose or direct the disposition of the 86,849 shares
of Common Stock held by the Domestic Fund.
The Offshore Fund has shared power with Silver Capital and Mr.
Silver to dispose or direct the disposition of the 32,524 shares
of Common Stock held by the Offshore Fund.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not applicable.
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.
See Exhibit B.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below the undersigned certifies that, to the best of its or his
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Dated: February 3, 2004
SILVER CAPITAL MANAGEMENT, LLC
By: /s/ Bruce Silver
------------------------------
Bruce Silver, Managing Member
SILVER CAPITAL FUND, LLC
By: SCM MANAGEMENT, LLC, as Manager
By: /s/ Bruce Silver
------------------------------
Bruce Silver, Managing Member
SILVER CAPITAL FUND (OFFSHORE) LTD.
By: /s/ Bruce Silver
------------------------------
Bruce Silver, Director
/s/ Bruce Silver
----------------
Bruce Silver
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Sportsman's Guide, Inc. dated as of November 11,
2004 is, and any further amendments thereto signed by each of the undersigned
shall be, filed on behalf of each of the undersigned pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
Dated: November 11, 2004
SILVER CAPITAL MANAGEMENT, LLC
By: /s/ Bruce Silver
------------------------------
Bruce Silver, Managing Member
SILVER CAPITAL FUND, LLC
By: SCM MANAGEMENT, LLC, as Manager
By: /s/ Bruce Silver
------------------------------
Bruce Silver, Managing Member
SILVER CAPITAL FUND (OFFSHORE) LTD.
By: /s/ Bruce Silver
------------------------------
Bruce Silver, Director
/s/ Bruce Silver
----------------
Bruce Silver
EXHIBIT B
Bruce Silver
Silver Capital Management, LLC
Silver Capital Fund, LLC
Silver Capital Fund (Offshore) Ltd.