SC 13G/A 1 alg13g1.txt 13G AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Algoma Steel Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 01566M204 --------------------------------------------------- (CUSIP Number) December 31, 2002 -------------------------------------------------------------------------------- (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 disclosure 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 following pages) (Page 1 of 7 Pages) SCHEDULE 13G CUSIP NO. 01566M204 PAGE 2 OF 7 PAGES 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) DDJ Capital Management, LLC 04-3300754 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Massachusetts NUMBER OF 5 SOLE VOTING POWER SHARES 720,389 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 720,389 PERSON WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 720,389 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.9% 12 TYPE OF REPORTING PERSON * IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP NO. 01566M204 PAGE 3 OF 7 PAGES 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) DDJ Capital III, LLC 04-3317544 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 5 SOLE VOTING POWER SHARES 118,700 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 118,700 PERSON WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 118,700 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.5% 12 TYPE OF REPORTING PERSON * OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP NO. 01566M204 PAGE 4 OF 7 PAGES 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) B III Capital Partners, L.P. 04-3341099 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 5 SOLE VOTING POWER SHARES 118,700 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 118,700 PERSON WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 118,700 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.5% 12 TYPE OF REPORTING PERSON * PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP NO. 01566M204 PAGE 5 OF 7 PAGES Item 1(a) Name of Issuer: Algoma Steel Inc. Item 1(b) Address of the Issuer's Principal Executive Offices: 105 West Street, PO Box 1400, Sault Ste. Marie Ontario A6 Item 2(a) Names of Persons Filing: DDJ Capital Management, LLC ("DDJ"), DDJ Capital III, LLC ("DDJ Capital"), B III Capital Partners, L.P. ("B III"). Item 2(b) Address or Principal Business Office or, if None, Residence: 141 Linden Street, Suite 4, Wellesley, Massachusetts 02482-7910. Item 2(c) Citizenship: DDJ is a Massachusetts limited liability company; DDJ Capital is a Delaware limited liability company; B III is a Delaware limited partnership. Item 2(d) Title of Class of Securities: Common Stock (the "Shares") Item 2(e) CUSIP Number: 01566M204 Item 3 Not Applicable. Item 4 Ownership. Item 4(a) Amount Beneficially Owned: DDJ and DDJ Capital, as investment adviser and general partner, respectively to B III, may be deemed the beneficial owner of 118,700 Shares held by B III, including 114,560 Shares that would be obtained upon conversion of $716,000 face amount of the Company's 1% Convertible Notes. DDJ as investment manager to B III, for an SCHEDULE 13G CUSIP NO. 01566M204 PAGE 6 OF 7 PAGES Item 4(a) (continued) institutional investor (the "Account") and as investment advisor to DDJ Canadian High Yield Fund, a closed-end investment trust established under the laws of the Province of Ontario Canada ("DDJ Canadian"), may be deemed the beneficial owner of 601,689, including 556,960 Shares that would be obtained upon conversion of $3,481,000 face amount of the Company's 1% Convertible Notes. Item 4(b) Percent of Class: See attached cover sheets. Item 4(c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: See attached cover sheets. (ii) Shared power to vote or to direct the vote: -0- (iii) Sole power to dispose or to direct the disposition of: See attached cover sheets. (iv) Shared power to dispose or to direct the disposition of: -0- 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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. Item 6 Ownership of More than Five Percent on Behalf of Another Person. See Item 4. 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 Item 4 above. SCHEDULE 13G CUSIP NO. 01566M204 PAGE 7 OF 7 PAGES Item 9 Notice of Dissolution. Not applicable. Item 10 Certifications. By signing below I certify that, to the best of my 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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 13, 2003 DDJ Capital Management, LLC By: /s/ Wendy Schnipper Clayton -------------------------------- Wendy Schnipper Clayton Attorney-in-Fact* DDJ Capital III, LLC B III Capital Partners, L.P. By: DDJ Capital Management, LLC,By: DDJ Capital III, LLC, its Manager General Partner By: DDJ Capital Management, LLC, Manager By:/s/ Wendy Schnipper Clayton By:/s/ Wendy Schnipper Clayton ------------------------------- --------------------------------- Wendy Schnipper Clayton Wendy Schnipper Clayton Attorney-in-Fact* Attorney-in-Fact* *See Limited Power of Attorney filed with Trikon Technologies Schedule 13G dated March 3, 2000.