UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. )1
Build-A-Bear
Workshop, Inc.
(Name of
Issuer)
Common
Stock, $0.01 par
value
(Title of
Class of Securities)
120076104
(CUSIP
Number)
STEVEN
WOLOSKY, ESQ.
OLSHAN
GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park
Avenue Tower
65 East
55th Street
New York,
New York 10022
(212)
451-2300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
March 5,
2008
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
_______________
1
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).
CUSIP
NO. 120076104
|
1
|
NAME
OF REPORTING PERSON
CRESCENDO PARTNERS II, L.P., SERIES
BB
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
1,132,420
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
1,132,420
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,132,420
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
2
CUSIP
NO. 120076104
|
1
|
NAME
OF REPORTING PERSON
CRESCENDO INVESTMENTS II,
LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
OO
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
1,132,420
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
1,132,420
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,132,420
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
3
CUSIP
NO. 120076104
|
1
|
NAME
OF REPORTING PERSON
CRESCENDO PARTNERS III,
L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
26,780
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
26,780
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,780
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS
THAN 1%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
4
CUSIP
NO. 120076104
|
1
|
NAME
OF REPORTING PERSON
CRESCENDO INVESTMENTS III,
LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
OO
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
26,780
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
26,780
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,780
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS
THAN 1%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
5
CUSIP
NO. 120076104
|
1
|
NAME
OF REPORTING PERSON
ERIC
ROSENFELD
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
OO
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
1,159,200
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
1,159,200
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,159,200
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
6
CUSIP
NO. 120076104
The
following constitutes the Schedule 13D filed by the undersigned (the “Schedule
13D”).
|
Item
1.
|
Security and
Issuer.
|
This
statement relates to Common Stock, par value $0.01 per share (the “Shares”), of
Build-A-Bear
Workshop, Inc. (the “Issuer”). The address of the principal executive
offices of the Issuer is 1954 Innerbelt Business Center Drive, St. Louis,
Missouri, 63114.
|
Item
2.
|
Identity and
Background.
|
(a) This
statement is filed by Crescendo Partners II, L.P., Series BB, a Delaware limited
partnership (“Crescendo Partners II”), Crescendo Investments II, LLC, a Delaware
limited liability company
(“Crescendo Investments II”), Crescendo Partners III, L.P., a Delaware limited
partnership (“Crescendo Partners III”), Crescendo Investments III, LLC, a
Delaware limited liability company (“Crescendo Investments III”) and Eric
Rosenfeld. Each of the foregoing is referred to as a “Reporting Person” and
collectively as the “Reporting Persons.”
Crescendo
Investments
II is the general partner of Crescendo Partners II. Crescendo
Investments III is the general partner of Crescendo Partners III. The
managing member of each of Crescendo Investments II and Crescendo Investments
III is Eric Rosenfeld. By virtue of his position with Crescendo Investments II
and Crescendo Investments III, Mr. Rosenfeld has the sole power to vote and
dispose of the Issuer’s Shares owned by Crescendo Partners II and Crescendo
Partners III.
Each of
the Reporting Persons is party to that certain Joint Filing Agreement as further
described in Item 6. Accordingly, the Reporting Persons are hereby
filing a joint Schedule 13D.
(b) The
principal business address of Crescendo Partners II, Crescendo Investments II,
Crescendo Partners
III, Crescendo Investments III and Mr. Rosenfeld is 825 Third Avenue, 40th Floor,
New York, New York 10022.
(c) The
principal business of Crescendo Partners II is investing in securities. The
principal business of Crescendo Investments II is acting as the general partner
of Crescendo Partners II. The principal business of Crescendo
Partners III is investing in securities. The principal business of
Crescendo Investments III is acting as the general partner of Crescendo Partners
III. The principal occupation of Mr. Rosenfeld is serving as the
managing member of Crescendo Investments II and Crescendo Investments III and as
the managing member of the general partner of Crescendo Partners, L.P., whose
principal business is investing in securities.
(d) No
Reporting
Person has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
7
CUSIP
NO. 120076104
(e) No
Reporting Person has, during the last five years, been party to a civil
proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
|
|
(f)
|
Mr.
Rosenfeld is a citizen of the United States of
America.
|
|
Item
3.
|
Source and Amount of
Funds or Other
Consideration.
|
The
aggregate purchase price of the 1,159,200 Shares owned in the aggregate by
Crescendo Partners II and Crescendo Partners III is approximately $4,316,517
including brokerage commissions. The Shares owned
by Crescendo Partners II and Crescendo Partners III were acquired with
partnership funds.
|
Item
4.
|
Purpose of
Transaction.
|
The
Reporting Persons purchased the Shares based on the Reporting Persons’ belief
that the Shares, when purchased, were significantly undervalued and represented
an attractive investment opportunity. Depending upon overall market conditions,
other investment opportunities available to the Reporting Persons, and the
availability of Shares at prices that would make the purchase of additional
Shares desirable, the Reporting Persons may endeavor to increase their position
in the Issuer
through, among other things, the purchase of Shares on the open market or in
private transactions or otherwise, on such terms and at such times as the
Reporting Persons may deem advisable.
No
Reporting Person has any present plan or proposal which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D except as set forth in this Schedule 13D or such as would occur
upon completion of any of the actions discussed above. The Reporting
Persons intend to review their investment in the Issuer on a continuing basis
and engage in discussions with management, the Board of the Issuer and other
stockholders of the Issuer concerning the business, operations and future plans
of the Issuer. Depending on various factors including, without
limitation, the Issuer’s financial position and investment strategy, the price
levels of the Shares, conditions in the securities markets and general economic
and industry conditions, the Reporting Persons may in the future take such
actions with respect to their investment in the Issuer as they deem appropriate
including, without limitation, seeking Board representation, making proposals to
the Issuer concerning changes to the capitalization, ownership structure or
operations of the Issuer, purchasing additional Shares, selling some or all of
their Shares, engaging in short selling of or any hedging or similar transaction
with respect to the Shares or changing their intention with respect to any and
all matters referred to in Item 4.
|
Item
5.
|
Interest in Securities
of the Issuer.
|
(a) The aggregate percentage of Shares
reported owned by each person named herein is based upon 19,354,391 Shares
outstanding, which is the total number of Shares reported to be outstanding as
of October 31, 2008 in the Issuer’s Quarterly Report on Form 10-Q, as filed with
the Securities and Exchange Commission on November 6, 2008.
8
CUSIP
NO. 120076104
As of the
date hereof, Crescendo Partners II beneficially owns 1,132,420 Shares,
constituting approximately 5.9% of the Shares outstanding. As the
general partner of Crescendo Partners II, Crescendo Investments II may be deemed
to beneficially own the 1,132,420 Shares owned by Crescendo Partners II,
constituting approximately 5.9% of the Shares outstanding. As the
managing member of Crescendo Investments II, which in turn is the general
partner of Crescendo Partners II, Mr. Rosenfeld may be deemed to beneficially
own the 1,132,420 Shares owned by Crescendo Partners II, constituting
approximately 5.9% of the Shares outstanding. Mr. Rosenfeld has sole
voting and dispositive power with respect to the 1,132,420 Shares owned by
Crescendo Partners II by virtue of his authority to vote and dispose of such
Shares. Crescendo Investments II and Mr. Rosenfeld disclaim
beneficial ownership of the Shares held by Crescendo Partners II, except to the
extent of their pecuniary interest therein.
As of the
date hereof, Crescendo Partners III beneficially owns 26,780 Shares,
constituting less than one percent of the Shares outstanding. As the
general partner of Crescendo Partners III, Crescendo Investments III may be
deemed to beneficially own the 26,780 Shares owned by Crescendo Partners II,
constituting less than one percent of the Shares outstanding. As the
managing member of Crescendo Investments III, the general partner of Crescendo
Partners III, Mr. Rosenfeld may be deemed to beneficially own the 26,780 Shares
owned by Crescendo Partners III, constituting less than one percent of the
Shares outstanding. Mr. Rosenfeld has sole voting and dispositive
power
with respect to the 26,780 Shares owned by Crescendo Partners III by virtue of
his authority to vote and dispose of such Shares. Crescendo
Investments III and Mr. Rosenfeld disclaim beneficial ownership of the Shares
held by Crescendo Partners III, except to the extent of their pecuniary interest
therein.
(b) By
virtue of his position with Crescendo Investments II and Crescendo Investments
III, Mr. Rosenfeld has the sole power to vote and dispose of the Shares
beneficially owned by Crescendo Partners II and Crescendo Partners III reported
in this Schedule 13D.
(c) Schedule
A annexed hereto lists all transactions in the Shares during the past sixty days
by the Reporting Persons. All of such transactions were effected in the open
market.
(d) No
person other
than the Reporting Persons is known to have the right to receive, or the power
to direct the receipt of dividends from, or proceeds from the sale of, the
Shares.
(e) Not applicable.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
On March
16, 2009, Crescendo Partners II, Crescendo Investments II, Crescendo Partners
III, Crescendo Investments III and Eric Rosenfeld entered into a Joint Filing
Agreement (the "Joint Filing Agreement") in which the parties agreed
to the joint filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of the Issuer to the extent required by applicable
law. The Joint Filing Agreement is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.
9
CUSIP
NO. 120076104
Other
than as described herein, there are no contracts, arrangements, understandings
or relationships among the Reporting Persons, or between the Reporting Persons
and any other person, with respect to the securities of the Issuer.
|
Item
7.
|
Material
to be Filed as Exhibits.
|
|
|
99.1.
|
Joint
Filing Agreement by and among Crescendo Partners II, L.P., Series BB,
Crescendo Investments II, LLC, Crescendo Partners III, L.P., Crescendo
Investments III, LLC and Eric Rosenfeld, dated March 16,
2009.
|
|
10
CUSIP
NO. 120076104
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies
that the information set forth in this statement is true, complete and
correct.
|
Dated:
March 16, 2009
|
CRESCENDO
PARTNERS II, L.P., SERIES BB
|
|
|
By:
|
Crescendo
Investments II, LLC
|
|
|
General
Partner
|
||
|
By:
|
/s/ Eric
Rosenfeld
|
|
|
Name:
|
Eric
Rosenfeld
|
|
|
Title:
|
Managing
Member
|
|
|
CRESCENDO
INVESTMENTS II, LLC
|
||
|
By:
|
/s/ Eric
Rosenfeld
|
|
|
Name:
|
Eric
Rosenfeld
|
|
|
Title:
|
Managing
Member
|
|
|
CRESCENDO
PARTNERS III, L.P.
|
||
|
By:
|
Crescendo
Investments III, LLC
|
|
|
General
Partner
|
||
|
By:
|
/s/ Eric
Rosenfeld
|
|
|
Name:
|
Eric
Rosenfeld
|
|
|
Title:
|
Managing
Member
|
|
|
CRESCENDO
INVESTMENTS III, LLC
|
||
|
By:
|
/s/ Eric
Rosenfeld
|
|
|
Name:
|
Eric
Rosenfeld
|
|
|
Title:
|
Managing
Member
|
|
|
/s/ Eric
Rosenfeld
|
|
|
ERIC
ROSENFELD
|
11
CUSIP
NO. 120076104
SCHEDULE
A
Transactions in the Shares
During the Past 60 Days
|
Shares
of Common Stock
Purchased/(Sold)
|
Price
Per
Share($U.S.)
|
Date
of
Purchase/(Sale)
|
CRESCENDO PARTNERS II, L.P.,
SERIES BB
|
11,500
|
3.7465
|
01/15/2009
|
|
|
19,300
|
3.6138
|
01/16/2009
|
|
|
6,800
|
3.5647
|
01/20/2009
|
|
|
46,900
|
3.6492
|
01/21/2009
|
|
|
5,000
|
3.7450
|
01/22/2009
|
|
|
15,300
|
3.9948
|
01/30/2009
|
|
|
1,032
|
4.0000
|
02/18/2009
|
|
|
46,800
|
4.2363
|
02/19/2009
|
|
|
60,100
|
3.9538
|
02/20/2009
|
|
|
158,800
|
3.5691
|
02/23/2009
|
|
|
39,458
|
3.7110
|
02/24/2009
|
|
|
24,557
|
3.7103
|
02/25/2009
|
|
|
56,153
|
3.6355
|
02/26/2009
|
|
|
38,900
|
3.6355
|
02/27/2009
|
|
|
13,740
|
3.4875
|
03/02/2009
|
|
|
56,527
|
3.7129
|
03/03/2009
|
|
|
61,800
|
3.9669
|
03/04/2009
|
|
|
37,281
|
3.5064
|
03/05/2009
|
|
|
(800)
|
3.6600
|
03/06/2009
|
|
|
72,275
|
3.6860
|
03/06/2009
|
|
|
70,000
|
3.7407
|
03/09/2009
|
|
|
26,000
|
3.9908
|
03/10/2009
|
|
|
3,000
|
4.0933
|
03/11/2009
|
|
|
3,321
|
4.0134
|
03/12/2009
|
CRESCENDO INVESTMENTS II,
LLC
None
CRESCENDO PARTNERS III,
L.P.
|
9,380
|
3.6492
|
01/21/2009
|
CRESCENDO INVESTMENTS III,
LLC
None
ERIC
ROSENFELD
None
12
Exhibit 99.1
JOINT FILING
AGREEMENT
In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of a Statement on Schedule 13D filed on March 16, 2009 (including
additional amendments thereto) with respect to the shares of Common Stock, par
value $0.01 per share, of Build-A-Bear Workshop, Inc. This Joint
Filing Agreement shall be filed as an Exhibit to such Statement.
|
Dated:
March 16, 2009
|
CRESCENDO
PARTNERS II, L.P., SERIES BB
|
|
|
By:
|
Crescendo
Investments II, LLC
|
|
|
General
Partner
|
||
|
By:
|
/s/ Eric
Rosenfeld
|
|
|
Name:
|
Eric
Rosenfeld
|
|
|
Title:
|
Managing
Member
|
|
|
CRESCENDO
INVESTMENTS II, LLC
|
||
|
By:
|
/s/ Eric
Rosenfeld
|
|
|
Name:
|
Eric
Rosenfeld
|
|
|
Title:
|
Managing
Member
|
|
|
CRESCENDO
PARTNERS III, L.P.
|
||
|
By:
|
Crescendo
Investments III, LLC
|
|
|
General
Partner
|
||
|
By:
|
/s/ Eric
Rosenfeld
|
|
|
Name:
|
Eric
Rosenfeld
|
|
|
Title:
|
Managing
Member
|
|
|
CRESCENDO
INVESTMENTS III, LLC
|
||
|
By:
|
/s/ Eric
Rosenfeld
|
|
|
Name:
|
Eric
Rosenfeld
|
|
|
Title:
|
Managing
Member
|
|
|
/s/ Eric
Rosenfeld
|
|
|
ERIC
ROSENFELD
|