Build-A-Bear Workshop; Walnut Schedule 13G
United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Under the Securities
Exchange Act of 1934
(Amendment No.1)*
| Build-A-Bear Workshop,
Inc. |
|
| (Name of Issuer) |
| Common
Stock, par value $0.01 per share |
|
| (Title of Class of
Securities) |
| 120076 10 4 |
|
| (CUSIP Number) |
| |
|
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
* 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 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. 120076 10 4 |
SCHEDULE 13G |
Page 1 of 7 |
| (1) Names of reporting persons. |
James M. Gould |
| I.R.S. identification Nos. of above persons (entities only). |
|
(2) Check the appropriate box if a member of a group
(see instructions) |
(a) |
| (b) |
| (3) SEC use only. |
|
| (4) Citizenship or place of organization. |
United States of America |
Number of shares beneficially owned by each reporting
person with:
(5) Sole voting power.
(6) Shared voting power.
(7) Sole dispositive power.
(8) Shared dispositive power. |
1,739,352 |
| |
| 1,739,352 |
| |
| (9) Aggregate amount beneficially owned by each
reporting person. |
1,739,352 |
(10) Check if the aggregate amount in Row (9) excludes
certain
shares (see instructions). |
|
| (11) Percent of class represented by amount in Row (9). |
8.9% |
| (12) Type of reporting person (see instructions). |
IN |
| CUSIP No. 120076 10 4 |
SCHEDULE 13G |
Page 2 of 7 |
| (1) Names of reporting persons. |
Walnut Capital Management Group, LLC |
| I.R.S. identification Nos. of above persons (entities only). |
31-1527764 |
(2) Check the appropriate box if a member of a group
(see instructions) |
(a) |
| (b) |
| (3) SEC use only. |
|
| (4) Citizenship or place of organization. |
Ohio |
Number of shares beneficially owned by each reporting
person with:
(5) Sole voting power.
(6) Shared voting power.
(7) Sole dispositive power.
(8) Shared dispositive power. |
1,332,519 |
| |
| 1,332,519 |
| |
| (9) Aggregate amount beneficially owned by each
reporting person. |
1,332,519 |
(10) Check if the aggregate amount in Row (9) excludes
certain
shares (see instructions). |
|
| (11) Percent of class represented by amount in Row (9). |
6.8% |
| (12) Type of reporting person (see instructions). |
CO |
| CUSIP No. 120076 10 4 |
SCHEDULE 13G |
Page 3 of 7 |
| (1) Names of reporting persons. |
Walnut Investments Holding Company, LLC |
| I.R.S. identification Nos. of above persons (entities only). |
31-1666823 |
(2) Check the appropriate box if a member of a group
(see instructions) |
(a) |
| (b) |
| (3) SEC use only. |
|
| (4) Citizenship or place of organization. |
Ohio |
Number of shares beneficially owned by each reporting
person with:
(5) Sole voting power.
(6) Shared voting power.
(7) Sole dispositive power.
(8) Shared dispositive power. |
406,833 |
| |
| 406,833 |
| |
| (9) Aggregate amount beneficially owned by each
reporting person. |
406,833 |
(10) Check if the aggregate amount in Row (9) excludes
certain
shares (see instructions). |
|
| (11) Percent of class represented by amount in Row (9). |
2.1% |
| (12) Type of reporting person (see instructions). |
|
| CUSIP No. 120076 10 4 |
SCHEDULE 13G |
Page 4 of 7 |
| Item 1. |
|
| |
|
| (a) |
Name of issuer: |
| |
|
| |
Build-A-Bear Workshop, Inc. |
| |
|
| (b) |
Address of issuer's principal executive offices: |
| |
|
| |
1954 Innerbelt Centre Drive
St. Louis, Missouri 63114 |
| |
|
| Item 2. |
|
| |
|
| (a) |
Name of person filing: |
| |
|
| |
James M. Gould
Walnut
Capital Management Group, LLC
Walnut Investments Holding Company, LLC |
| |
|
| |
James M. Gould, Walnut Capital Management Group, LLC and Walnut Investments Holding Company, LLC
(the “Reporting Persons”) have entered into a Joint Filing Agreement, a copy of
which is filed with this Schedule as Exhibit A (which is incorporated herein by
reference), pursuant to which the Reporting Persons have agreed to file this Schedule 13G
jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act
of 1934, as amended. |
| |
|
| (b) |
Address of principal business office or, if none, residence: |
| |
|
| |
312 Walnut Street, Suite 1151
Cincinnati, Ohio 45202 |
| |
|
| (c) |
Citizenship: |
|
| |
|
|
| |
James M. Gould |
United States of America |
| |
Walnut Capital Management Group, LLC |
Ohio |
| |
Walnut Investments Holding Company, LLC |
Ohio |
|
|
|
| (d) |
Title of class of securities: |
| |
|
| |
Common Stock of Build-A-Bear Workshop, Inc. |
| |
|
| (e) |
CUSIP No. |
| |
|
| |
120076 10 4 |
| |
|
Item 3. If this statement is
filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a:
| (a) |
[_] |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| CUSIP No. 120076 10 4 |
SCHEDULE 13G |
Page 5 of 7 |
| (b) |
[_] |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) |
[_] |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c). |
| (d) |
[_] |
Investment company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8). |
| (e) |
[_] |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) |
[_] |
An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
| (g) |
[_] |
A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G). |
| (h) |
[_] |
A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
| (i) |
[_] |
A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) |
[_] |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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: |
| |
|
| |
The
Reporting Persons collectively have beneficial ownership of 1,739,352 shares. James M.
Gould controls the voting and/or investment power for the shares held by Walnut Capital
Partners, L.P. (1,332,519 shares) as a manager of Walnut Capital Management Group, LLC,
the general partner of Walnut Capital Partners, L.P. James M. Gould controls the voting
and/or investment power for the shares held by Walnut Investment Partners, L.P. (406,833
shares) as a manager of Walnut Investments Holding Company, LLC, the general partner of
Walnut Investment Partners, L.P. |
| |
|
| (b) |
Percent of class: |
|
| |
|
|
| |
James M. Gould |
8.9% |
| |
Walnut Capital Management Group, LLC |
6.8% |
| |
Walnut Investments Holding Company, LLC |
2.1% |
|
|
|
| CUSIP No. 120076 10 4 |
SCHEDULE 13G |
Page 6 of 7 |
| (c) |
Number of shares as to which such person has |
| |
|
| |
(i) Sole power to vote or to direct the vote: |
| |
James M. Gould |
1,739,352 |
| |
Walnut Capital Management Group, LLC |
1,332,519 |
| |
Walnut Investments Holding Company, LLC |
406,833 |
|
|
|
| |
(ii) Shared power to vote or to direct the vote __________________________. |
| |
(iii) Sole power to dispose or to direct the disposition of: |
| |
James M. Gould |
1,739,352 |
| |
Walnut Capital Management Group, LLC |
1,332,519 |
| |
Walnut Investments Holding Company, LLC |
406,833 |
|
|
|
| |
(iv) Shared power to dispose or to direct the disposition of __________________________. |
| 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 5 percent of the class of securities, check the following. [_] |
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. If any other
person is known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment Company Act of 1940
or the beneficiaries of employee benefit plan, pension fund or endowment fund is not
required. |
| |
|
| |
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. If a parent holding
company or control person has filed this schedule pursuant to
Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company or control person has filed this schedule pursuant to Rule 13d-1(c)
or Rule 13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary. |
| |
|
| |
See Item 4(a) |
| |
|
| Item 8. |
Identification and Classification of Members of the Group. If a group has
filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j)
and attach an exhibit stating the identity and Item 3 classification of each member of the
group. If a group has filed this schedule pursuant to Rule 13d-1(c) or
Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. |
| |
|
| |
Not applicable. |
| |
|
| CUSIP No. 120076 10 4 |
SCHEDULE 13G |
Page 7 of 7 |
| Item 9. |
Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the
dissolution and that all further filings with respect to transactions in the security reported on will be filed. If
required, by members of the group, in their individual capacity. See Item 5. |
| |
|
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Not applicable. |
| |
|
| Item 10. |
Certifications. |
| |
|
| |
Not applicable. |
| |
|
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.
Dated: February 14, 2005
| |
|
WALNUT CAPITAL MANAGEMENT GROUP, LLC |
/s/ James M. Gould
|
|
By: |
/s/ James M. Gould
|
| James M. Gould |
|
|
James M. Gould
Manager |
| WALNUT INVESTMENTS HOLDING COMPANY, LLC |
|
|
| By: |
/s/ James M. Gould
|
|
|
|
James M. Gould
Manager |
|
|
Build-A-Bear Workshop, Inc. Exhibit to Walnut Schedule 13G
JOINT FILING
UNDERTAKING
The
undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit
to this Schedule 13G to evidence the agreement of the below-named parties, in accordance
with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this
Schedule jointly on behalf of each such party.
Dated: February 14, 2005
| |
|
WALNUT CAPITAL MANAGEMENT GROUP, LLC |
/s/ James M. Gould
|
|
By: |
/s/ James M. Gould
|
| James M. Gould |
|
|
James M. Gould
Manager |
| WALNUT INVESTMENTS HOLDING COMPANY, LLC |
|
|
| By: |
/s/ James M. Gould
|
|
|
|
James M. Gould
Manager |
|
|
