-----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, RYxy8Wjw6q8Ed66+LkLmW5Cy3lwY8BGukoKLAUDwBd/xPDKVXgit4JdLsWenDK0c dHLjFNzSySGpCwQBZateMA== 0000919574-06-001613.txt : 20060308 0000919574-06-001613.hdr.sgml : 20060308 20060308144552 ACCESSION NUMBER: 0000919574-06-001613 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060308 DATE AS OF CHANGE: 20060308 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELOYALTY CORP CENTRAL INDEX KEY: 0001094348 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 364304577 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-58863 FILM NUMBER: 06672776 BUSINESS ADDRESS: STREET 1: 150 FIELD DRIVE SUITE 250 CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 3122284500 MAIL ADDRESS: STREET 1: 150 FIELD DRIVE SUITE 250 CITY: LAKE FOREST STATE: IL ZIP: 60045 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PENINSULA CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0000922616 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE BUSH ST SUITE 1150 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 MAIL ADDRESS: STREET 1: ONE SANSOME STREET STREET 2: SUITE 3134 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13G 1 d649393_13-g.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. ) eLoyalty Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 - -------------------------------------------------------------------------------- (Title of Class of Securities) 290151307 - -------------------------------------------------------------------------------- (CUSIP Number) February 28, 2006 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) CUSIP No. 290151307 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Peninsula Capital Management, Inc.(1) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION California NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 395,100 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 395,100 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 395,100 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.18% 12. TYPE OF REPORTING PERSON CO - ---------- (1) The securities reported herein are held in the accounts of Peninsula Fund, L.P. and Peninsula Technology Fund, L.P., both private investment funds. Peninsula Capital Management, Inc. may be deemed to be a beneficial owner of such securities by virtue of its role as the general partner of Peninsula Fund, L.P., and as a principal of the general partner of Peninsula Technology Fund, L.P. CUSIP No. 290151307 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Scott Bedford (2) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 395,100 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 395,100 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 395,100 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.18% 12. TYPE OF REPORTING PERSON IN - ---------- (2) The securities reported herein are held in the accounts of Peninsula Fund, L.P. and Peninsula Technology Fund, L.P., both private investment funds. Mr. Bedford may be deemed to be a beneficial owner of such securities by virtue of his role as the majority owner of the general partner of Peninsula Fund, L.P. and Peninsula Technology Fund, L.P. CUSIP No. 290151307 --------- Item 1(a). Name of Issuer: eLoyalty Corporation -------------------------------------------------------------------- Item 1(b). Address of Issuer's Principal Executive Offices: 150 Field Drive Suite 250 Lake Forest, Illinois 60045 ------------------------------------------------------- Item 2(a). Name of Person Filing: Peninsula Capital Management, Inc. Scott Bedford -------------------------------------------------------------------- Item 2(b). Address of Principal Business Office, or if None, Residence: Peninsula Capital Management, Inc. 235 Pine Street, Suite 1818 San Francisco, CA 94104 Scott Bedford c/o Peninsula Capital Management, Inc. 235 Pine Street, Suite 1818 San Francisco, CA 94104 -------------------------------------------------------------------- Item 2(c). Citizenship: Peninsula Capital Management, Inc. - California corporation Scott Bedford - United States citizen -------------------------------------------------------------------- Item 2(d). Title of Class of Securities: Common Stock, par value, $.01 -------------------------------------------------------------------- Item 2(e). CUSIP Number: 290151307 -------------------------------------------------------------------- Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 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: Peninsula Capital Management, Inc. - 395,100 shares Scott Bedford - 395,100 shares ---------------------------------------------------------------------- (b) Percent of class: Peninsula Capital Management, Inc. - 5.18% Scott Bedford - 5.18% ---------------------------------------------------------------------- (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Peninsula Capital Management, Inc. - 0 Scott Bedford - 0 - -------------------------------------------------------------------------------, (ii) Shared power to vote or to direct the vote Peninsula Capital Management, Inc. - 395,100 Scott Bedford - 395,100 - -------------------------------------------------------------------------------, (iii) Sole power to dispose or to direct the disposition of Peninsula Capital Management, Inc. - 0 Scott Bedford - 0 - -------------------------------------------------------------------------------, (iv) Shared power to dispose or to direct the disposition of Peninsula Capital Management, Inc. - 395,100 Scott Bedford - 395,100 - -------------------------------------------------------------------------------. 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 five percent of the class of securities check the following [ ]. N/A ----------------------------------------------------------------------- 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 five 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. N/A ---------------------------------------------------------------------- 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. N/A ---------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to ss.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 ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A ---------------------------------------------------------------------- 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. N/A ---------------------------------------------------------------------- Item 10. Certifications. By signing below the Reporting Persons certify that, to the best of their 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 the securities and were not acquired and are not held in connection with or as a participant in any transaction having such 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. March 8, 2006 ---------------------------------------- (Date) PENINSULA CAPITAL MANAGEMENT, INC.* By: /s/ Scott Bedford ----------------- Name: Scott Bedford Title: Managing Member /s/ Scott Bedford ----------------- SCOTT BEDFORD* * The Reporting Persons disclaim beneficial ownership over the securities reported herein except to the extent of the reporting persons' pecuniary interest therein. EXHIBIT A AGREEMENT The undersigned agree that this Schedule 13G dated March 8, 2006 relating to the Common Stock, par value $.01, of eLoyalty Corporation shall be filed on behalf of the undersigned. PENINSULA CAPITAL MANAGEMENT, INC. By: /s/ Scott Bedford ----------------- Name: Scott Bedford Title: Managing Member /s/ Scott Bedford ----------------- SCOTT BEDFORD SK 03847 0001 649393 -----END PRIVACY-ENHANCED MESSAGE-----