0000950123-15-002539.txt : 20150218 0000950123-15-002539.hdr.sgml : 20150216 20150217120807 ACCESSION NUMBER: 0000950123-15-002539 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 GROUP MEMBERS: DAVID W. BERRY GROUP MEMBERS: KAIZEN CAPITAL, L.L.C. GROUP MEMBERS: KAIZEN FUNDAMENTAL VALUE FUND GROUP MEMBERS: KAIZEN MANAGEMENT, L.P. GROUP MEMBERS: TRANS CONTINENTAL US EQUITY FUND SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DGSE COMPANIES INC CENTRAL INDEX KEY: 0000701719 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 880097334 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33619 FILM NUMBER: 15619786 BUSINESS ADDRESS: STREET 1: 15850 DALLAS PARKWAY STREET 2: SUITE 140 CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 9725874049 MAIL ADDRESS: STREET 1: 15850 DALLAS PARKWAY STREET 2: SUITE 140 CITY: DALLAS STATE: TX ZIP: 75248 FORMER COMPANY: FORMER CONFORMED NAME: DALLAS GOLD & SILVER EXCHANGE INC /NV/ DATE OF NAME CHANGE: 19930114 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PACIFIC MINT INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CANYON STATE CORP DATE OF NAME CHANGE: 19860819 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SELECT CONTRARIAN VALUE PARTNERS L P CENTRAL INDEX KEY: 0001348301 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 4200 MONTROSE BLVD. STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77006 BUSINESS PHONE: 713-529-3660 MAIL ADDRESS: STREET 1: 4200 MONTROSE BLVD. STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77006 SC 13G/A 1 d876647dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 7 Schedule 13G Amendment No. 7

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

 

DGSE COMPANIES, INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

23323G106

(CUSIP Number)

December 31, 2014

(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)

 

* 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 the disclosures 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, as amended (the “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).

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

Taylor H. Wilson, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219-7673

(214) 651-5000

 

 

 

CUSIP No. 23323G106

 

  1. 

Names of reporting persons.

 

Select Contrarian Value Partners, L.P.

  2.

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3.

SEC use only

 

  4.

Citizenship or place of organization

 

    Texas

Number of

shares

beneficially

owned by

each

reporting

person

with:

  5. 

  Sole voting power

 

      443,066

 6. 

  Shared voting power

 

      0

 7. 

  Sole dispositive power

 

      443,066

 8. 

  Shared dispositive power

 

      0

  9.

Aggregate amount beneficially owned by each reporting person

 

    443,066

10.

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

11.

Percent of class represented by amount in Row (9)

 

    3.6%

12.

Type of reporting person (see instructions)

 

    PN

CUSIP No. 23323G106

 

  1. 

Names of reporting persons.

 

Kaizen Fundamental Value Fund

  2.

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3.

SEC use only

 

  4.

Citizenship or place of organization

 

    British Virgin Islands

Number of

shares

beneficially

owned by

each

reporting

person

with:

  5. 

  Sole voting power

 

      0

 6. 

  Shared voting power

 

      10,412

 7. 

  Sole dispositive power

 

      0

 8. 

  Shared dispositive power

 

      10,412

  9.

Aggregate amount beneficially owned by each reporting person

 

    10,412

10.

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

11.

Percent of class represented by amount in Row (9)

 

    0.1%

12.

Type of reporting person (see instructions)

 

    FI

CUSIP No. 23323G106

 

  1. 

Names of reporting persons.

 

Trans Continental US Equity Fund

  2.

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3.

SEC use only

 

  4.

Citizenship or place of organization

 

    Bahamas

Number of

shares

beneficially

owned by

each

reporting

person

with:

  5. 

  Sole voting power

 

      0

 6. 

  Shared voting power

 

      5,162

 7. 

  Sole dispositive power

 

      0

 8. 

  Shared dispositive power

 

      5,162

  9.

Aggregate amount beneficially owned by each reporting person

 

    5,162

10.

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

11.

Percent of class represented by amount in Row (9)

 

    0.0%

12.

Type of reporting person (see instructions)

 

    FI

CUSIP No. 23323G106

 

  1. 

Names of reporting persons.

 

Kaizen Management, L.P.

  2.

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3.

SEC use only

 

  4.

Citizenship or place of organization

 

    Texas

Number of

shares

beneficially

owned by

each

reporting

person

with:

  5. 

  Sole voting power

 

      443,066

 6. 

  Shared voting power

 

      15,574

 7. 

  Sole dispositive power

 

      443,066

 8. 

  Shared dispositive power

 

      15,574

  9.

Aggregate amount beneficially owned by each reporting person

 

    458,640

10.

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

11.

Percent of class represented by amount in Row (9)

 

    3.8%

12.

Type of reporting person (see instructions)

 

    PN, IA

CUSIP No. 23323G106

 

  1. 

Names of reporting persons.

 

Kaizen Capital, L.L.C.

  2.

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  3.

SEC use only

 

  4.

Citizenship or place of organization

 

    Texas

Number of

shares

beneficially

owned by

each

reporting

person

with:

  5. 

  Sole voting power

 

      443,066

 6. 

  Shared voting power

 

      15,574

 7. 

  Sole dispositive power

 

      443,066

 8. 

  Shared dispositive power

 

      15,574

  9.

Aggregate amount beneficially owned by each reporting person

 

    458,640

10.

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

11.

Percent of class represented by amount in Row (9)

 

    3.8%

12.

Type of reporting person (see instructions)

 

    OO

CUSIP No. 23323G106

 

  1. 

Names of reporting persons.

 

David W. Berry

  2.

Check the appropriate box if a member of a group (see instructions)

(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

 

      475,666

 6. 

  Shared voting power

 

      15,574

 7. 

  Sole dispositive power

 

      475,666

 8. 

  Shared dispositive power

 

      15,574

  9.

Aggregate amount beneficially owned by each reporting person

 

    491,240

10.

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

11.

Percent of class represented by amount in Row (9)

 

    4.0%

12.

Type of reporting person (see instructions)

 

    IN

Item 1.

 

  (a) Name of Issuer

DGSE COMPANIES, INC. (the “Issuer”)

 

  (b) Address of Issuer’s Principal Executive Offices

15850 Dallas Parkway, Suite 140, Dallas, Texas 75248

 

 

Item 2.

 

  (a) Name of Person Filing

This statement is jointly filed by and on behalf of each of Select Contrarian Value Partners, L.P. (“Select Contrarian”), Kaizen Fundamental Value Fund (“Kaizen Fundamental”), Trans Continental US Equity Fund (“Trans Continental”), Kaizen Management, L.P. (“Kaizen Management”), Kaizen Capital, L.L.C. (“Kaizen Capital”) and David W. Berry. Select Contrarian, Kaizen Fundamental, Trans Continental and a family limited partnership are the record and direct beneficial owners of the securities covered by this statement. Kaizen Management is the general partner of Select Contrarian, and acts as the investment adviser to Select Contrarian, Kaizen Fundamental and Trans Continental, and may be deemed to indirectly beneficially own securities owned or held by Select Contrarian, Kaizen Fundamental and Trans Continental. Kaizen Capital is the general partner of, and may be deemed to indirectly beneficially own securities owned or held by, Kaizen Management. Mr. Berry is the manager of, and may be deemed to indirectly beneficially own securities owned or held by, Kaizen Capital. Mr. Berry is the president of the general partner of, and may be deemed to beneficially own securities owned or held by, the family limited partnership. Select Contrarian, Kaizen Fundamental, Trans Continental, Kaizen Management, Kaizen Capital and Mr. Berry are collectively defined as the “Reporting Persons.”

Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Sections 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

 

  (b) Address of Principal Business Office or, if none, Residence

The address of the principal business office of each of the Reporting Persons is 4200 Montrose Blvd., Suite 400, Houston, Texas 77006.

 

  (c) Citizenship

See Item 4 on the cover page(s) hereto.

 

  (d) Title of Class of Securities

Common Stock, $0.01 par value per share

 

  (e) CUSIP Number

23323G106

 

 

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);
(b) ¨ A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) ¨ An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) ¨ An 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 associations 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) ¨ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:            

 

 

 

Item 4. Ownership

 

  (a) Amount beneficially owned: See Item 9 on the cover page(s) hereto.

 

  (b) Percent of class: See Item 11 on the cover page(s) hereto.

 

  (c) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.

 

  (ii) Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.

 

  (iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.

 

  (iv) Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.

 

 

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 each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  x.

 

 

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this statement that may be deemed to be beneficially owned by the Reporting Person(s).

 

 

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not Applicable

 

 

 

Item 8. Identification and Classification of Members of the Group

Not Applicable

 

 

 

Item 9. Notice of Dissolution of Group

Not Applicable

 

 

 

Item 10. Certifications

By signing below I certify that, to the best of my 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 that purpose or effect other than activities solely in connection with a nomination under § 240.14a-11.

 

 

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.

 

Date: February 17, 2015

 SELECT CONTRARIAN VALUE PARTNERS, L.P.
By: Kaizen Management, L.P.
Title: General Partner
By: Kaizen Capital, L.L.C.
Title: General Partner
By:

/s/ David W. Berry

Name: David W. Berry
Title: Manager
KAIZEN FUNDAMENTAL VALUE FUND
By: Kaizen Management, L.P.
Title: Investment Adviser
By: Kaizen Capital, L.L.C.
Title: General Partner
By:

/s/ David W. Berry

Name: David W. Berry
Title: Manager
TRANS CONTINENTAL US EQUITY FUND
By: Kaizen Management, L.P.
Title: Investment Adviser
By: Kaizen Capital, L.L.C.
Title: General Partner
By:

/s/ David W. Berry

Name: David W. Berry
Title: Manager
KAIZEN MANAGEMENT, L.P.
By: Kaizen Capital, L.L.C.
Title: General Partner
By:

/s/ David W. Berry

Name: David W. Berry
Title: Manager
KAIZEN CAPITAL, L.L.C.
By:

/s/ David W. Berry

Name: David W. Berry
Title: Manager

DAVID W. BERRY
By:

/s/ David W. Berry

Name: David W. Berry

EXHIBIT INDEX

 

Exhibit

   

Description of Exhibit

99.2    Joint Filing Agreement (incorporated herein by reference from Exhibit 99.2 to the Schedule 13G relating to the common stock of the Issuer filed February 14, 2013, by the Reporting Person(s) with the Securities and Exchange Commission)