-----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, Nll3VWjgyP++ngNO/iuZM8uFCaOfKyVglHhPG7tqirHulm7M5lRrPKgOak5m4yHD 8hII+ZxR3nY42MEbWyoiXg== 0000950150-05-000034.txt : 20051213 0000950150-05-000034.hdr.sgml : 20051213 20051213171018 ACCESSION NUMBER: 0000950150-05-000034 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051213 DATE AS OF CHANGE: 20051213 GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND GP LLC GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND II LP GROUP MEMBERS: SHAMROCK PARTNERS ACTIVIST VALUE FUND LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COLLECTORS UNIVERSE INC CENTRAL INDEX KEY: 0001089143 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 330846191 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-59779 FILM NUMBER: 051261616 BUSINESS ADDRESS: STREET 1: COLLECTORS UNIVERSE, INC. STREET 2: 1921 E. ALTON AVENUE CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: 9495671234 MAIL ADDRESS: STREET 1: COLLECTORS UNIVERSE, INC. STREET 2: 1921 E. ALTON AVENUE CITY: SANTA ANA STATE: CA ZIP: 92705 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Shamrock Activist Value Fund L P CENTRAL INDEX KEY: 0001306697 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: 818-973-4444 MAIL ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 FORMER COMPANY: FORMER CONFORMED NAME: Shamrock Governance Fund LP DATE OF NAME CHANGE: 20041021 SC 13D 1 a15330sc13d.htm SHAMROCK ACTIVIST VALUE FUND, L.P. FOR COLLECTORS UNIVERSE, INC. sc13d
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

Collectors Universe, Inc.

(Name of Issuer)

Common Shares, $.001 Par Value

(Title of Class of Securities)

19421R200

(CUSIP Number)

David K. Robbins, Esq
Bingham McCutchen LLP
355 South Grand Avenue, Suite 4400
Los Angeles, CA 90071
(213) 680-6400

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 7, 2005

(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. o

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.

* 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


 

             
CUSIP No. 19421R200

  1. Name of Reporting Person:
Shamrock Activist Value Fund, L.P.
I.R.S. Identification Nos. of above persons (entities only):
35-2239069

  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) þ  

  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): o

Not Applicable

  6. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0

8. Shared Voting Power:
265,565 Common Shares*

9. Sole Dispositive Power:
0

10.Shared Dispositive Power:
265,565 Common Shares*

  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
265,565 Common Shares*

  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

  13.Percent of Class Represented by Amount in Row (11):
3.13%*

  14.Type of Reporting Person (See Instructions):
PN

* See Item 5 hereof.

2


 

             
CUSIP No. 19421R200

  1. Name of Reporting Person:
Shamrock Activist Value Fund II, L.P.
I.R.S. Identification Nos. of above persons (entities only):
55-0908199

  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) þ  

  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): o

Not Applicable

  6. Citizenship or Place of Organization:
Virginia

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0

8. Shared Voting Power:
180,326 Common Shares*

9. Sole Dispositive Power:
0

10.Shared Dispositive Power:
180,326 Common Shares*

  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
180,326 Common Shares*

  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

  13.Percent of Class Represented by Amount in Row (11):
2.12%*

  14.Type of Reporting Person (See Instructions):
PN

* See Item 5 hereof.

3


 

             
CUSIP No. 19421R200

  1. Name of Reporting Person:
Shamrock Activist Value Fund GP, L.L.C.
I.R.S. Identification Nos. of above persons (entities only):
37-4497874

  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) þ  

  3. SEC Use Only:

  4. Source of Funds (See Instructions):
Not Applicable

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

Not Applicable

  6. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0

8. Shared Voting Power:
445,891 Common Shares*

9. Sole Dispositive Power:
0

10.Shared Dispositive Power:
445,891 Common Shares*

  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
445,891 Common Shares*

  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

  13.Percent of Class Represented by Amount in Row (11):
5.25%*

  14.Type of Reporting Person (See Instructions):
OO

* See Item 5 hereof.

4


 

             
CUSIP No. 19421R200

  1. Name of Reporting Person:
Shamrock Partners Activist Value Fund, L.L.C.
I.R.S. Identification Nos. of above persons (entities only):
87-0733755

  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) þ  

  3. SEC Use Only:

  4. Source of Funds (See Instructions):
Not Applicable

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

Not Applicable

  6. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
445,891 Common Shares

8. Shared Voting Power:
0*

9. Sole Dispositive Power:
445,891 Common Shares

10.Shared Dispositive Power:
0*

  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
445,891 Common Shares*

  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

  13.Percent of Class Represented by Amount in Row (11):
5.25%*

  14.Type of Reporting Person (See Instructions):
OO

* See Item 5 hereof.

5


 

ITEM 1. Security and Issuer.
     The securities to which this statement relates are Common Shares, $.001 par value per share (“Common Shares”), of Collectors Universe, Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 1921 E. Alton Avenue, Santa Ana, California 92705.
ITEM 2. Identity and Background.
(a)-(c), (f). The Reporting Persons are: (i) Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), (ii) Shamrock Activist Value Fund II, L.P., a Virginia limited partnership (“SAVF II”), (iii) Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company and the general partner of SAVF and SAVF II (the “General Partner”) and (iv) Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company and the managing member of the General Partner (“Shamrock Partners”). The principal business of SAVF is investing in the securities of publicly traded small and micro-cap companies in the United States. The principal business of SAVF II is investing in the securities of publicly traded small and micro-cap companies in the United States and, in connection therewith, co-investing with SAVF. The principal business of the General Partner is acting as general partner of SAVF and SAVF II (SAVF and SAVF II collectively are referred to herein as the “Shamrock Activist Value Fund”), and the principal business of Shamrock Partners is acting as the managing member of the General Partner.
     The managing members of Shamrock Partners are Shamrock Holdings of California, Inc., a California corporation (“SHOC”), and Stanley P. Gold, an individual who is President of SHOC. All of the capital stock of SHOC is owned by Shamrock Holdings, Inc., a Delaware corporation (“SHI”). SHOC and SHI, together with their subsidiary entities, are holding companies engaged in the making, holding and disposing of investments in various industries, principally in the United States and Israel.
     Roy E. Disney and his wife, Patricia A. Disney, own approximately 4.5% of the common stock of SHI. Roy Patrick Disney, Susan Disney Lord, Abigail Edna Disney and Timothy J. Disney together own an aggregate of approximately 45.4% of the common stock of SHI. In addition, Stanley P. Gold is the sole trustee of four trusts established for the benefit of Roy Patrick Disney, Susan Disney Lord, Abigail Edna Disney and Timothy J. Disney, which hold an aggregate of approximately 50% of SHI common stock.
     The principal executive offices of the Shamrock Activist Value Fund, the General Partner, Shamrock Partners, SHOC and SHI are located at 4444 Lakeside Drive, Burbank, California 91505.
     The business address of each of the persons listed below is 4444 Lakeside Drive, Burbank, California 91505. The names and principal occupations or employments of the directors, executive officers and controlling persons of the Shamrock Activist Value Fund, the General Partner, Shamrock Partners, SHOC and SHI are as follows:

-6-


 

     
    Principal Occupation
Name   Or Employment
 
   
Roy E. Disney
  Chairman of the Board of Directors of SHI and SHOC. Chairman of the Board of Directors of Shamrock Capital Advisors, Inc., a Delaware corporation (“SCA”) (a closely-held corporation which provides management and consulting services, principally to SHOC and investment partnerships organized by SHOC, including businesses in which such partnerships invest). The principal executive office of SCA is 4444 Lakeside Drive, Burbank, CA 91505.
 
   
Patricia A. Disney
  Vice Chairman of the Board of Directors of SHI, SHOC and SCA.
 
   
Stanley P. Gold
  Director and President of SHI and SHOC. Director, President and Managing Director of SCA. Managing Member and President of Shamrock Partners.
 
   
Michael J. McConnell
  Managing Director of SCA; Vice President of SHOC and Shamrock Partners.
 
   
Eugene I. Krieger
  Vice Chairman of the Board of Directors and Chief Operating Officer of SHI. Vice Chairman of the Board of Directors of SCA. Vice President of SHOC.
 
   
Robert G. Moskowitz
  Executive Vice President of SHI and SHOC; Managing Director of SCA. Vice President and Secretary of Shamrock Partners.
 
   
Gregory S. Martin
  Chief Financial Officer and Treasurer of SHOC, SHI, SCA and Shamrock Partners.
          All of the persons listed above are citizens and residents of the United States.
(d)-(e) During the last five years, none of the Reporting Persons or, to the Reporting Persons’ best knowledge, any of their directors, executive officers or controlling persons, as the case may be, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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.

-7-


 

ITEM 3. Source and Amount of Funds or Other Consideration.
          The total amount of funds used by SAVF to purchase the 265,565 Common Shares it directly owns was $3,710,984 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF.
          The total amount of funds used by SAVF II to purchase the 180,326 Common Shares it directly owns was $2,427,187 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF II.
ITEM 4. Purpose of Transaction.
          On December 7, 2005, SAVF II acquired 10,000 Common Shares in the open market at a price of $15.3258 per share (excluding brokerage commissions). On December 8, 2005, SAVF II acquired 15,800 Common Shares in the open market at a price of $15.3998 per share (excluding brokerage commissions), and on December 9, 2005, SAVF II acquired 500 Common Shares in the open market at a price of $15.26 per share (excluding brokerage commissions). SAVF II acquired the foregoing 26,300 Common Shares based on the Reporting Persons’ belief that the Common Shares represent an attractive investment opportunity.
          The Reporting Persons may determine from time to time in the future, based on market and general economic conditions, the business affairs and financial condition of the Company, the availability of securities at favorable prices and alternative investment opportunities available to the Reporting Persons, and other factors that the Reporting Persons may deem relevant, to acquire additional securities of the Company in the open market, in privately negotiated transactions or otherwise, or to sell some or all of the securities it now holds or hereafter acquires as set forth above or otherwise.
          Except as stated in this response to Item 4, the Reporting Persons have no current plans or proposals with respect to the Company or its securities of the types enumerated in paragraphs (a) through (j) of Item 4 to the form of Schedule 13D promulgated under the Act.

-8-


 

ITEM 5. Interests in Securities of the Issuer.
(a),(b)      SAVF and SAVF II are controlled by the General Partner. As a result, each of SAVF and SAVF II may be deemed members of a group and may be deemed to beneficially own for purposes of Section 13(d) the shares beneficially owned for such purposes by the other. SAVF is the owner of 265,565 Common Shares, which represents approximately 3.13% of the issued and outstanding Common Shares. SAVF II is the owner of 180,326 Common Shares, which represents approximately 2.12% of the issued and outstanding Common Shares. Accordingly, the Shamrock Activist Value Fund owns 445,891 Common Shares, which represents approximately 5.25% of the issued and outstanding Common Shares. As the general partner of each of SAVF and SAVF II, the General Partner may be deemed to beneficially own the 445,891 Common Shares owned by the Shamrock Activist Value Fund, constituting approximately 5.25% of the issued and outstanding Common Shares. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the 445,891 Common Shares owned by the Shamrock Activist Value Fund, constituting approximately 5.25% of the issued and outstanding Common Shares. Shamrock Partners has sole voting and dispositive power with respect to the 445,891 Common Shares owned by the Shamrock Activist Value Fund by virtue of its authority to vote and dispose of such Common Shares.
          Finally, each of the controlling persons of Shamrock Partners may be deemed to beneficially own the 445,891 Common Shares owned by the Shamrock Activist Value Fund, pursuant to Rule 13d-3 under the Act. Those controlling persons are identified in response to Item 2.
          The percentage set forth in this response to Items 5(a) and 5(b) assumes that 8,486,103 Common Shares were outstanding as of October 29, 2005, as represented by the Company in its Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 9, 2005.
(c)      During the last 60 days, the Shamrock Activist Value Fund has acquired Common Shares on such dates, in such amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto as Exhibit 1 and incorporated herein by reference. All such transactions were effected in the open market on the NASDAQ National Market. Except as set forth above, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person identified in response to Item 2, beneficially owns any Common Shares or has effected any transactions in Common Shares during the preceding 60 days.
(d) Not applicable.
(e) Not applicable.

-9-


 

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
     The Reporting Persons have no knowledge of any contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in response to Item 2 or between such persons and any person with respect to any securities of the Company.

-10-


 

ITEM 7. Material to be Filed as Exhibits.
         
        Document
 
       
Exhibit 1
    Schedule of Transactions
Exhibit 2
    Joint Filing Agreement, dated December 13, 2005, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

-11-


 

SIGNATURES
     After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
     
Date: December 13, 2005    
 
   
 
  SHAMROCK ACTIVIST VALUE FUND, L.P.
 
  By: Shamrock Activist Value Fund GP, L.L.C., its
      general partner
 
  By: Shamrock Partners Activist Value Fund, L.L.C.,
      its managing member
 
   
 
  By: /s/ Michael J. McConnell
 
      Name: Michael J. McConnell
 
        Title: Vice President
 
   
 
  SHAMROCK ACTIVIST VALUE FUND II, L.P.
By: Shamrock Activist Value Fund GP, L.L.C., its
      general partner
 
  By: Shamrock Partners Activist Value Fund, L.L.C.,
     its managing member
 
  By: /s/ Michael J. McConnell
 
      Name: Michael J. McConnell
 
        Title: Vice President
 
   
 
  SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
 
  By: Shamrock Partners Activist Value Fund, L.L.C.,
      its managing member
 
  By: /s/ Michael J. McConnell
 
      Name: Michael J. McConnell
 
        Title: Vice President
 
   
 
  SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.
 
  By: /s/ Michael J. McConnell
 
      Name: Michael J. McConnell
 
        Title: Vice President

 


 

Exhibit Index
         
        Document
 
       
Exhibit 1
    Schedule of Transactions
 
       
Exhibit 2
    Joint Filing Agreement, dated December 13, 2005, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

 

EX-99.1 2 a15330exv99w1.htm EXHIBIT 99.1 exv99w1
 

Exhibit 1
Schedule of Transactions
Purchases by SAVF during the last 60 days: 0
Purchases by SAVF II during the last 60 days:
                 
    Number of   Price Per Common
Date   Common Shares   Share in $US*
11/01/05
    5,000     $ 15.1711  
11/02/05
    5,000     $ 14.9206  
11/03/05
    1,660     $ 14.8596  
11/04/05
    5,000     $ 14.9528  
11/07/05
    5,000     $ 14.7320  
11/08/05
    5,000     $ 14.4354  
11/09/05
    20,000     $ 13.0747  
11/10/05
    20,000     $ 12.4938  
11/11/05
    5,000     $ 12.4298  
11/14/05
    5,000     $ 12.0315  
11/15/05
    10,000     $ 12.0635  
11/16/05
    3,366     $ 12.1882  
11/17/05
    10,000     $ 12.1580  
11/18/05
    10,000     $ 12.6240  
11/21/05
    10,000     $ 12.5385  
11/28/05
    10,000     $ 13.0172  
11/29/05
    10,000     $ 12.9567  
11/30/05
    2,000     $ 12.9871  
12/02/05
    7,000     $ 14.3592  
12/05/05
    5,000     $ 14.4973  
12/07/05
    10,000     $ 15.3258  
12/08/05
    15,800     $ 15.3998  
12/09/05
    500     $ 15.2600  
Total Common Shares: 180,326
* Excludes Brokerage Commissions

 

EX-99.2 3 a15330exv99w2.htm EXHIBIT 99.2 exv99w2
 

Exhibit 2
AGREEMENT
JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO SCHEDULE
13D
     Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of Collectors Universe, Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.
     It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any future amendments to the Schedule 13D, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning any other party unless such party knows or has reason to believe that such information is inaccurate.
     It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the Statement on the Schedule 13D, and any future amendments to the Schedule 13D, filed on behalf of each of the parties hereto.
     
Date: December 13, 2005    
 
   
 
  SHAMROCK ACTIVIST VALUE FUND, L.P
 
  By: Shamrock Activist Value Fund GP, L.L.C., its
      general partner
 
  By: Shamrock Partners Activist Value Fund, L.L.C.,
     its managing member
 
   
 
  By: /s/ Michael J. McConnell
 
      Name: Michael J. McConnell
 
        Title:   Vice President
 
   
 
  SHAMROCK ACTIVIST VALUE FUND II, L.P.
By: Shamrock Activist Value Fund GP, L.L.C., its
      general partner
 
  By: Shamrock Partners Activist Value Fund, L.L.C.,
      its managing member
 
   
 
  By: /s/ Michael J. McConnell
 
 
       Name: Michael J. McConnell
 
       Title:   Vice President

 


 

     
 
   
 
  SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
 
  By: Shamrock Partners Activist Value Fund, L.L.C.,
      its managing member
 
   
 
  By: /s/ Michael J. McConnell
 
 
       Name: Michael J. McConnell
 
       Title:   Vice President
 
   
 
  SHAMROCK PARTNERS ACTIVIST VALUE FUND,
L.L.C.
 
   
 
  By: /s/ Michael J. McConnell
 
 
       Name: Michael J. McConnell
 
       Title:   Vice President

 

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