-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TrCos9DU0nRB44Q4RsmJBNZXISwR5YAQ7TyEAgqDjqY5SogDCHj5WUY6nepHnypC IzBAeOm2idA6wxfDj3Bzrw== 0000905718-07-000277.txt : 20070823 0000905718-07-000277.hdr.sgml : 20070823 20070823165122 ACCESSION NUMBER: 0000905718-07-000277 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070823 DATE AS OF CHANGE: 20070823 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KIRKLANDS INC CENTRAL INDEX KEY: 0001056285 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 621287151 FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78385 FILM NUMBER: 071076072 BUSINESS ADDRESS: STREET 1: 805 NORTH PKWY CITY: JACKSON STATE: TN ZIP: 38305 BUSINESS PHONE: 9016882444 MAIL ADDRESS: STREET 1: 805 NORTH PKWY CITY: JACKSON STATE: TN ZIP: 38305 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TIMON PHILIP C CENTRAL INDEX KEY: 0001080175 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 920 EAST BALTMORE PIKE CITY: KENNETT SQUARE STATE: PA ZIP: 19348 BUSINESS PHONE: 215-563-8600 MAIL ADDRESS: STREET 1: 1515 MARKET STREET, SUITE 2000 CITY: PHILADELPHIA STATE: PA ZIP: 19102 SC 13D/A 1 kirkland13dam1aug07.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE l3D Under the Securities Exchange Act of 1934 (Amendment No. 1) Kirkland's Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 497498105 - -------------------------------------------------------------------------------- (CUSIP Number) with a copy to: Mr. Philip C. Timon Robert G. Minion, Esq. Endowment Capital Group, LLC Lowenstein Sandler PC 1515 Market Street, Suite 2000 65 Livingston Avenue Philadelphia, Pennsylvania 19102 Roseland, New Jersey 07068 (215) 563-8600 (973) 597-2424 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 21, 2007 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 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 Section 240.13d-7 for other parties to whom copies are to be sent. *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. 497498105 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Mr. Philip C. Timon - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) (b) - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions): WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power: 2,554,894* ------------------------------------ Shares Beneficially 8) Shared Voting Power: 0 ------------------------------------ Owned by Each Reporting 9) Sole Dispositive Power: 2,554,894* ------------------------------------ Person With 10) Shared Dispositive Power: 0 ------------------------------------ - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,554,894* - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 13.0%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- *Endowment Capital, L.P. and Long Drive, L.P., each a Delaware limited partnership (collectively, the "Limited Partnerships"), own in the aggregate 2,554,894 shares of the Common Stock, no par value per share (the "Shares"), of Kirkland's Inc., a Tennessee corporation (the "Company"), as of August 21, 2007 (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 (the "Reporting Person") is the sole managing member of Endowment LLC. As a result, the Reporting Person possesses the sole power to vote and the sole power to direct the disposition of the Shares held by the Limited Partnerships as of the Reporting Date. By reason of the provisions of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Person is deemed to be the beneficial owner of 2,554,894 Shares, or approximately 13.0% of the Shares issued and outstanding, as of the Reporting Date. The Reporting Person's interest in the Shares is limited to his pecuniary interest, if any, in the Limited Partnerships. Item 2. Identity and Background. ----------------------- Item 2 is hereby restated in its entirety as follows: The person filing this statement is Mr. Philip C. Timon (the "Reporting Person"), whose business address is 1515 Market Street, Suite 2000, Philadelphia, Pennsylvania 19102. The Reporting Person is the sole managing member of Endowment Capital Group, LLC, a Delaware limited liability company ("Endowment LLC"), which is the sole general partner of Endowment Capital, L.P. and Long Drive, L.P., each a Delaware limited partnership (collectively, the "Limited Partnerships"), and in such capacity is principally responsible for the management of the affairs of the Limited Partnerships. The Limited Partnerships are engaged in the investment in personal property of all kinds, including but not limited to, capital stock, depository receipts, investment companies, mutual funds, subscriptions, warrants, bonds, notes, debentures, options and other securities of whatever kind and nature. The Reporting Person has never been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), nor has he been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which he was, or is, now 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. The Reporting Person is a United States citizen. Item 5. Interest in Securities of the Issuer. ------------------------------------ Item 5 is hereby restated in its entirety to read as follows: Based upon the information set forth in the Company's Form 10-Q for the quarterly period ending May 5, 2007 filed with the Securities and Exchange Commission on June 11, 2007, there were 19,647,127 Shares issued and outstanding as of June 1, 2007. As of August 21, 2007 (the "Reporting Date"), the Limited Partnerships owned in the aggregate 2,554,894 Shares. The Reporting Person is the sole managing member of Endowment LLC, which serves as the sole general partner of each of the Limited Partnerships. As a result, the Reporting Person possesses the sole power to vote and the sole power to direct the disposition of the Shares held by the Limited Partnerships. By reason of the provisions of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Person is deemed to be the beneficial owner of 2,554,894 Shares, or approximately 13.0% of the issued and outstanding Shares, as of the Reporting Date. The following table details the transactions by the Reporting Person, in his capacity as sole managing member of Endowment LLC which serves as the sole general partner of the Limited Partnerships, in Shares during the past sixty (60) days: Date Quantity Price Type of Transaction 07/19/07 3,400 $3.3060 Open Market Sale 08/21/07 170,000 $1.6012 Open Market Sale Except for the transactions listed above, neither the Reporting Person, any person or entity controlled by the Reporting Person, nor any person or entity for which the Reporting Person possesses voting or investment control over the securities thereof, has traded Shares during the past sixty (60) days. 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. August 23, 2007 /s/ Philip C. Timon ------------------------------------- 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). -----END PRIVACY-ENHANCED MESSAGE-----