-----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, TWCKyXfAA6Nw/ipKWB54jZefPwrs7OlBoo1bULO+qoctLOLGiUuBtXkIOGGVi50p 7zU6CA/ok5ZkTIt4R24sww== 0000905718-07-000035.txt : 20070111 0000905718-07-000035.hdr.sgml : 20070111 20070111153316 ACCESSION NUMBER: 0000905718-07-000035 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070111 DATE AS OF CHANGE: 20070111 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BUILD A BEAR WORKSHOP INC CENTRAL INDEX KEY: 0001113809 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOBBY, TOY & GAME SHOPS [5945] IRS NUMBER: 431883836 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80499 FILM NUMBER: 07525834 BUSINESS ADDRESS: STREET 1: 1954 INNERBELT BUSINESS CENTRE DRIVE CITY: ST LOUIS STATE: MO ZIP: 63114 BUSINESS PHONE: 314-423-8000 MAIL ADDRESS: STREET 1: 1954 INNERBELT BUSINESS CENTRE DRIVE CITY: ST LOUIS STATE: MO ZIP: 63114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TIMON PHILIP C CENTRAL INDEX KEY: 0001080175 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 920 EAST BALTMORE PIKE CITY: KENNETT SQUARE STATE: PA ZIP: 19348 BUSINESS PHONE: 302-472-8000 MAIL ADDRESS: STREET 1: 1105 NORTH MARKET STREET STREET 2: 15TH FLOOR CITY: WILMINGTON STATE: DE ZIP: 19801 SC 13D 1 bldabear13djan07.txt SC13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE l3D Under the Securities Exchange Act of 1934 Build-A-Bear Workshop, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 120076104 - -------------------------------------------------------------------------------- (CUSIP Number) with a copy to: Mr. Philip C. Timon Robert G. Minion, Esq. Endowment Capital Group, LLC Lowenstein Sandler PC 1105 North Market Street, 15th Floor 65 Livingston Avenue Wilmington, Delaware 19801 Roseland, New Jersey 07068 (302) 472-8000 (973) 597-2424 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 2, 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. [X] 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. 120076104 - -------------------------------------------------------------------------------- 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: 2,641,700* ------------------------------------ Shares Beneficially 8) Shared Voting Power: 0* ------------------------------------ Owned by Each Reporting 9) Sole Dispositive Power: 2,641,700* ------------------------------------ Person With 10) Shared Dispositive Power: 0* ------------------------------------ - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,641,700* - -------------------------------------------------------------------------------- 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): 12.9%* - -------------------------------------------------------------------------------- 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 2,641,700 shares of the Common Stock, par value $0.01 per share (the "Shares"), of Build-A-Bear Workshop, Inc., a Delaware corporation (the "Company"), as of January 2, 2007 (the "Effective 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 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 Effective Date. Thus, as of the Effective Date, for the purposes of Reg. Section 240.13d-3, Mr. Timon is deemed to beneficially own 2,641,700 Shares, or approximately 12.9% of the Shares deemed issued and outstanding as of the Effective Date. Mr. Timon's interest in the Shares is limited to his pecuniary interest, if any, in the Limited Partnerships. Item 1. Security and Issuer. ------------------- The class of equity securities to which this Schedule 13D relates is the Common Stock, par value $0.01 per share (the "Shares"), of Build-A-Bear Workshop, Inc., a Delaware corporation (the "Company"). The Company's principal executive offices are located at 1945 Innerbelt Business Center Drive, St. Louis, Missouri 63114. Item 2. Identity and Background. ----------------------- The person filing this statement is Mr. Philip C. Timon, whose business address is 1105 North Market Street, 15th Floor, Wilmington, Delaware 19801. Mr. Timon 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. Mr. Timon 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. Mr. Timon is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- The Limited Partnerships have invested an aggregate amount of $58,895,891 (inclusive of brokerage commissions) in the Company's Shares reported hereunder. The source of the funds used to purchase the Company's Shares held by the Limited Partnerships is the working capital of the Limited Partnerships. Item 4. Purpose of Transaction. ---------------------- The Limited Partnerships acquired and continue to hold the Shares as a long-term investment. Mr. Timon, on behalf of the Limited Partnerships, utilizes a fundamental, research driven process to identify companies as being fundamentally undervalued and possessing the potential for significant capital appreciation. In implementing this process, Mr. Timon identified the Company as an entity satisfying his rigorous investment criteria. Mr. Timon reserves the right to discuss various views and opinions with respect to the Company and its business plans with the Company or the members of its senior management. The discussion of such views and opinions may extend from ordinary day-to-day business operations to matters such as nominees for representation on the Company's Board of Directors, senior management decisions and extraordinary business transactions. In addition to the actions set forth above, Mr. Timon may engage in any of the actions specified in Item 4(b) through (j) to the Schedule 13D general instructions. Except as set forth above, Mr. Timon has no present plans or proposals which relate to or would result in any of the transactions required to be described in Item 4(b) through (j) of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------ Based upon the information set forth in the Company's Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2006 as filed with the Securities and Exchange Commission on November 9, 2006, there were 20,518,886 Shares issued and outstanding as of November 8, 2006. As of January 2, 2007 (the "Effective Date"), the Limited Partnerships owned in the aggregate 2,641,700 Shares. Endowment LLC is the sole general partner of each of the Limited Partnerships. Mr. Timon is the sole managing member of Endowment LLC. As a result, Mr. Timon possesses the sole power to vote and the sole power to direct the disposition of the Shares held by the Limited Partnerships. Thus, as the Effective Date, for the purposes of Reg. Section 240.13d-3, Mr. Timon is deemed to beneficially own 2,641,700 Shares, or approximately 12.9% of the Shares deemed issued and outstanding as of the Effective Date. There were no transactions, during the sixty (60) days prior to the Effective Date in Shares, or securities convertible into, exercisable for, or exchangeable for Shares, by Mr. Timon or any person or entity controlled by Mr. Timon or any person or entity for which Mr. Timon possesses voting or investment control over the securities thereof. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ---------------------------------------------------------------------- None. Item 7. Materials to be Filed as Exhibits. --------------------------------- None. 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 ------------------------------------ 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-----