SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
(AMENDMENT NO. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
Lifetime Brands, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
53222Q103
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(CUSIP Number)
Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 24, 2007
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(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties
to whom copies are to be sent.
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* 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).
(Continued on following pages)
(Page 1 of 7 Pages)
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CUSIP NO. 53222Q103 SCHEDULE 13D PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOVE PARTNERS, LP
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
-0-
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 840,000
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -0-
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10 SHARED DISPOSITIVE POWER
840,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
840,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
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14 TYPE OF REPORTING PERSON*
IA
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* SEE INSTRUCTIONS
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CUSIP NO. 53222Q103 SCHEDULE 13D PAGE 3 OF 7 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOEL TOMAS CITRON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
-0-
----------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 840,000
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -0-
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
840,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
840,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
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14 TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS
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CUSIP NO. 53222Q103 SCHEDULE 13D PAGE 4 OF 7 PAGES
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Item 1. SECURITY AND ISSUER.
This statement relates to the shares of Common Stock, $0.01 par value
per share (the "Shares"), of Lifetime Brands, Inc., a Delaware corporation (the
"Issuer"). The principal executive office of the Issuer is located at One
Merrick Avenue, Westbury, New York 11590.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Jove Partners, LP, a Delaware limited
partnership ("Jove Partners"), and Joel Tomas Citron (together, the "Reporting
Persons"). Jove Partners is the investment manager to Jove Master Fund, Ltd., a
Cayman Islands exempted corporation (the "Master Fund"), which is a master
trading vehicle and the holder of the Shares reported herein. Mr. Citron is the
managing member of the general partner of Jove Partners. The Reporting Persons
may be deemed to have beneficial ownership over the Shares reported herein by
virtue of the discretion and authority granted to Jove Partners by the Master
Fund to vote and to dispose of the securities held by the Master Fund.
(b) The principal business address of the Reporting Persons is 595
Madison Avenue, 34th Floor, New York, New York 10022.
(c) The principal business of Jove Partners is investing for funds under
its management, including the Master Fund. The principal business of Mr. Citron
is serving as the managing member of Jove, LLC, the general partner of Jove
Partners.
(d) Neither of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither of the Reporting Persons has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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.
(f) Mr. Citron is a permanent resident of the United States of America
and a citizen of Sweden.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shares reported herein were acquired with investment funds in
accounts under management. A total of approximately $15,854,529 was paid to
acquire such Shares, which are held in margin accounts maintained at Morgan
Stanley in the ordinary course of business.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons originally acquired Shares for investment in the
ordinary course of business because they believed that the Shares, when
purchased, were undervalued and represented an attractive investment
opportunity. Representatives of the Reporting Persons have engaged in
discussions with management, members of the board of directors, other
shareholders of the Issuer and other relevant parties concerning, among other
things, the business, operations, management, strategy, board composition and
future plans of the Issuer, and may do so again in the future. The Reporting
Persons believe that the Issuer would benefit from additional marketing and
industry expertise on its board of directors, and have suggested individuals for
consideration by the board.
Except as set forth herein, the Reporting Persons have no present plan
or proposal that would relate to or result in any of the matters set forth in
subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend to
review their investment in the Issuer on a continuing basis. Depending on
various factors including, without limitation, the Issuer's financial position
and strategic direction, the outcome of the discussions and actions referenced
above, actions taken by the board of directors, price levels of the Shares,
other investment opportunities available to the Reporting Persons, conditions in
the securities market and general economic and industry conditions, the
Reporting Persons may in the future take such actions with respect to their
investment in the Issuer as they deem appropriate including, without limitation,
purchasing additional Shares or selling some or all of their Shares, engaging in
short selling of or any hedging or similar transactions with respect to the
Shares and/or otherwise changing their intention with respect to any and all
matters referred to in Item 4 of Schedule 13D.
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CUSIP NO. 53222Q103 SCHEDULE 13D PAGE 5 OF 7 PAGES
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on August 29, 2007, the Reporting
Persons beneficially owned an aggregate of 840,000 Shares, constituting
approximately 6.3% of the Shares outstanding.
The aggregate percentage of Shares beneficially owned by the Reporting
Persons is based upon 13,312,726 Shares outstanding, which is the total number
of Shares outstanding as of June 30, 2007 as reported in the Issuer's Quarterly
Report on Form 10-Q for the period ended June 30, 2007.
(b) By virtue of an investment management agreement with the Master
Fund, Jove Partners has the power to vote or direct the voting, and to dispose
or direct the disposition, of all of the 840,000 Shares held by the Master Fund.
By virtue of his position as managing member of the general partner of Jove
Partners, Mr. Citron is deemed to have shared voting power and shared
dispositive power with respect to all Shares as to which Jove Partners has
voting power or dispositive power. Accordingly, the Reporting Persons are deemed
to have shared voting and dispositive power with respect to an aggregate of
840,000 Shares.
(c) Information concerning transactions in the Shares effected by the
Reporting Persons during the past sixty days is set forth in Schedule A hereto
and is incorporated herein by reference. Unless otherwise indicated, all of such
transactions were effected in the open market.
(d) No person other than the Reporting Persons 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, the Shares reported herein.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as otherwise set forth herein, the Reporting Persons do not have
any contract, arrangement, understanding or relationship with any person with
respect to any securities of the Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement dated January 31, 2007
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CUSIP NO. 53222Q103 SCHEDULE 13D PAGE 6 OF 7 PAGES
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SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: August 31, 2007
JOVE PARTNERS, LP
By: Jove, LLC, its general partner
By: /s/ Joel Tomas Citron
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Name: Joel Tomas Citron
Title: Managing Member
/s/ Joel Tomas Citron
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Joel Tomas Citron
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CUSIP NO. 53222Q103 SCHEDULE 13D PAGE 7 OF 7 PAGES
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SCHEDULE A
TRANSACTIONS IN THE SHARES DURING THE PAST 60 DAYS
The following transactions in the Shares were effected by Jove Partners pursuant
to an investment management agreement with the Master Fund:
Trade Date Shares Purchased (Sold) Price Per Share ($)
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06/22/2007 6,000 21.09
06/26/2007 6,689 21.07
07/12/2007 5,000 20.00
07/30/2007 1,500 19.11
08/02/2007 10,500 18.97
08/02/2007 30,500 19.03
08/07/2007 4,954 18.08
08/07/2007 10,046 18.09
08/23/2007 10,000 19.04
08/23/2007 10,000 19.07
08/24/2007 7,500 19.17
EXHIBIT A
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D may be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning him or it contained herein and therein, but shall
not be responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
Dated: January 31, 2007
JOVE PARTNERS, LP
By: Jove, LLC, its general partner
By: /s/ Joel Tomas Citron
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Name: Joel Tomas Citron
Title: Managing Member
/s/ Joel Tomas Citron
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Joel Tomas Citron