UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Build-A-Bear Workshop, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
120076104
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(CUSIP Number)
October 4, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G 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 the
disclosures provided in a prior cover page.
The information required in 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
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(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Mr. Philip C. Timon
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) (b)
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(3) SEC Use Only
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(4) Citizenship or Place of Organization: United States
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Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 2,239,200*
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(6) Shared Voting Power: 0
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(7) Sole Dispositive Power: 2,239,200*
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(8) Shared Dispositive Power: 0
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,239,200*
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) N/A
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(11) Percent of Class Represented by Amount in Row (9): 11.3%*
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(12) Type of Reporting Person (See Instructions): IN
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*Endowment Capital, L.P., and Long Drive, L.P., each a Delaware limited
partnership (collectively, the "Limited Partnerships"), own in the aggregate
2,239,200 shares of the Common Stock, $0.01 par value per share (the "Shares"),
of Build-A-Bear Workshop, Inc., a Delaware corporation (the "Company") as of
October 4, 2005 (the "Reporting Date"). Endowment Capital Group, LLC, a Delaware
limited liability company ("Endowment LLC"), is the sole general partner of each
of the Limited Partnerships. Mr. Philip C. Timon is the sole managing member of
Endowment LLC. As a result, Mr. Timon possessed the sole power to vote and the
sole power to direct the disposition of the Shares held by the Limited
Partnerships. Thus, as of the Reporting Date, for the purposes of Reg. Section
240.13d-3, Mr. Timon is deemed to beneficially own 2,239,200 Shares, or
approximately 11.3% of the Shares deemed issued and outstanding as of that date.
Mr. Timon's interest in the Shares is limited to his pecuniary interest, if any,
in the Limited Partnerships. This Schedule 13G (the "Current 13G") sets forth
that only Mr. Timon is the reporting person for the Shares held by the Limited
Partnerships as of the Reporting Date. Concurrent with the filing of the Current
13G with the Securities and Exchange Commission ("SEC"), Mr. Timon has caused a
Schedule 13G Amendment No. 2 (the "Amended 13G") to be filed on behalf of
Endowment LLC which amends and restates the Schedule 13G Amendment No. 1 filed
with the SEC on October 6, 2006 (the "Prior 13G") and reports that only Mr.
Timon is the reporting person for the Shares set forth in the Prior 13G.
Item 1(a). Name Of Issuer: Build-A-Bear Workshop, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1954 Innerbelt Business Center Drive, St. Louis, Missouri 63114
Item 2(a). Name of Person Filing: Mr. Philip C. Timon
Item 2(b). Address of Principal Business Office or, if None, Residence:
1105 North Market Street, 15th Floor, Wilmington, Delaware 19801
Item 2(c). Citizenship: United States
Item 2(d). Title of Class of Securities: Common Stock, par value $0.01 per share
Item 2(e). CUSIP No.: 120076104
Item 3. If This Statement Is Filed Pursuant to Section 240.13d-1(b) or
240.13d-2(b) or (c), check whether the Person Filing is a:
Not Applicable.
Item 4. Ownership
(a) Amount Beneficially Owned (as of October 4, 2005): 2,239,200*
(b) Percent of Class (as of October 4, 2005) 11.3%*
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote 2,239,200*
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the
disposition of 2,239,200*
(iv) shared power to dispose or to direct the
disposition of 0
*Endowment Capital, L.P., and Long Drive, L.P., each a Delaware limited
partnership (collectively, the "Limited Partnerships"), own in the aggregate
2,239,200 shares of the Common Stock, $0.01 par value per share (the "Shares"),
of Build-A-Bear Workshop, Inc., a Delaware corporation (the "Company") as of
October 4, 2005 (the "Reporting Date"). Endowment Capital Group, LLC, a Delaware
limited liability company ("Endowment LLC"), is the sole general partner of each
of the Limited Partnerships. Mr. Philip C. Timon is the sole managing member of
Endowment LLC. As a result, Mr. Timon possessed the sole power to vote and the
sole power to direct the disposition of the Shares held by the Limited
Partnerships. Thus, as of the Reporting Date, for the purposes of Reg. Section
240.13d-3, Mr. Timon is deemed to beneficially own 2,239,200 Shares, or
approximately 11.3% of the Shares deemed issued and outstanding as of that date.
Mr. Timon's interest in the Shares is limited to his pecuniary interest, if any,
in the Limited Partnerships. This Schedule 13G (the "Current 13G") sets forth
that only Mr. Timon is the reporting person for the Shares held by the Limited
Partnerships as of the Reporting Date. Concurrent with the filing of the Current
13G with the Securities and Exchange Commission ("SEC"), Mr. Timon has caused a
Schedule 13G Amendment No. 2 (the "Amended 13G") to be filed on behalf of
Endowment LLC which amends and restates the Schedule 13G Amendment No. 1 filed
with the SEC on October 6, 2006 (the "Prior 13G") and reports that only Mr.
Timon is the reporting person for the Shares set forth in the Prior 13G.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
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 or Control
Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
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 such 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.
January 11, 2007
/s/ Philip C. Timon
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Philip C. Timon, in his capacity as
sole managing member of Endowment
Capital Group, LLC, the sole general
partner of Endowment Capital, L.P.
and Long Drive, L.P.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)