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.