SC 13G/A 1 sun13g2.txt AMENDMENT NO. 2 TO 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Sunterra Corp -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 86787D 20 8 --------------------------------------------------- (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 persons 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. 86787D 20 8 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 1,571,808 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 1,571,808 PERSON WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,571,808 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.28% 12 TYPE OF REPORTING PERSON * IA *SEE INSTRUCTIONS BEFORE FILLING OUT SCHEDULE 13G CUSIP NO. 86787D 20 8 PAGE 3 OF 7 PAGES 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) October G.P., LLC 04-3504881 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF 5 SOLE VOTING POWER SHARES 525,003 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 525,003 PERSON WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 525,003 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.78% 12 TYPE OF REPORTING PERSON * OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP NO. 86787D 20 8 PAGE 4 OF 7 PAGES 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) The October Fund, Limited Partnership 04-3504882 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 525,003 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 525,003 PERSON WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 525,003 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.78% 12 TYPE OF REPORTING PERSON * PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP NO. 86787D 20 8 PAGE 5 OF 7 PAGES Item 1(a) Name of Issuer: Sunterra Corp (the Company) Item 1(b) Address of the Issuers Principal Executive Offices: 3865 W Cheyenne Avenue, Building No. 5, North Las Vegas, NV 89032 Item 2(a) Names of Persons Filing: DDJ Capital Management, LLC (DDJ), October G.P., LLC (October GP), and The October Fund, Limited Partnership (October Fund). Reference is made to Exhibit A to the Schedule 13G filed November 14, 2003, which is an agreement between the persons (as specified above) that this Amendment No. 2 to the Schedule 13G is being filed on behalf of each of them. 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; October GP is a Delaware limited liability company; and October Fund is a Massachusetts limited partnership. Item 2(d) Title of Class of Securities: Common Stock (the Shares) Item 2(e) CUSIP Number: 86787D 20 8 Item 3 Not Applicable. Item 4 Ownership. Item 4(a) Amount Beneficially Owned: As of December 31, 2004, October GP, as general partner to October Fund, may be deemed the beneficial owner of 525,003 Shares held by October Fund. DDJ, as investment manager for October Fund, investment manager of October GP, and investment manager for an account that SCHEDULE 13G CUSIP NO. 86787D 20 8 PAGE 6 OF 7 PAGES Item 4(a) (continued) DDJ manages on behalf of an institutional investor (the Account), may be deemed the beneficial owner of 1,571,808 Shares, including the 525,003 Shares held by October Fund, 954,783 shares that are held by the Account, and 92,022 Shares that would be obtained upon the exercise of certain warrants that are held by the Account. A separate Schedule 13G/A filed on February 9, 2005 also details the holdings of the Account. This aggregate amount of 1,571,808 Shares represents approximately 8.28% of the outstanding Shares of the Company. 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 [ ]. 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. 86787D 20 8 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 10, 2005 DDJ Capital Management, LLC By: /s/ Wendy Schnipper Clayton --------------------------------------------- Wendy Schnipper Clayton Attorney-in-Fact* October G.P., LLC The October Fund, Limited By: DDJ Capital Management, Partnership LLC, Manager By: October G.P., LLC, its 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, Inc. Schedule 13G dated March 3, 2000.