SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 2)
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)
November 8, 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 975,000
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -0-
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10 SHARED DISPOSITIVE POWER
975,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
975,000
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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)
7.8%
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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 975,000
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -0-
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
975,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
975,000
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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)
7.8%
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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 $1,793,445 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. On December 6,
2007, Jove Partners sent a letter to the Issuer's Chairman, President and CEO,
Mr. Jeffrey Siegel, to express its support for the Issuer's management and the
initial steps it has taken to date to enhance long-term shareholder value. In
addition, the Reporting Persons stated that it will continue its active
engagement with management. A copy of this letter is attached hereto as Exhibit
B and is incorporated herein by reference.
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 December 06, 2007, the Reporting
Persons beneficially owned an aggregate of 975,000 Shares, constituting
approximately 7.8% of the Shares outstanding.
The aggregate percentage of Shares beneficially owned by the Reporting
Persons is based upon 12,561,213 Shares outstanding, which is the total number
of Shares outstanding as of November 6, 2007 as reported in the Issuer's
Quarterly Report on Form 10-Q for the period ended September 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 975,000 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
975,000 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
Exhibit B - Letter to Issuer's Chairman, President and CEO dated December 6,
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: December 7, 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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11/06/2007 78,337 13.48
11/07/2007 6,663 13.18
11/08/2007 20,000 12.73
11/09/2007 10,200 12.47
11/12/2007 1,264 12.73
11/14/2007 3,536 12.77
12/04/2007 9,034 13.75
12/04/2007 3,000 13.72
12/05/2007 2,966 13.98
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: December 7, 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
EXHIBIT B
LETTER TO ISSUER'S CHAIRMAN, PRESIDENT AND CEO
JOVE PARTNERS
December 6, 2007
Mr. Jeffrey Siegel
Chairman, President and CEO
Lifetime Brands, Inc.
1000 Stewart Avenue
Garden City, NY 11530
Dear Mr. Siegel,
Jove Partners believes that, in the face of a challenging retail environment,
Lifetime Brands, Inc. has taken several important steps to significantly enhance
long-term shareholder value.
In particular, we are encouraged by your company's renewed effort to increase
cash generation and optimize capital allocation. We believe that the proposed
inventory reduction plan will incentivize employees to limit the resources tied
up in product and provide Lifetime Brands with significant improvements in
working capital. We anticipate that the announced closing of marginal and
unprofitable retail operations will free-up capital and allow your management
team to enhance its focus on the core business. In addition, we expect that the
consolidation of your company's West Coast warehouse facilities will improve
operations and, combined with the sale of your former headquarters, strengthen
the balance sheet. We also fully support the plan to expand Lifetime Brands'
share repurchases.
Jove Partners is also pleased by the recent election of David Dangoor to the
Lifetime Brands board of directors. We believe that Mr. Dangoor's substantial
experience in operations, brand management and consumer sales will be very
helpful to your company.
We look forward to continuing our active and positive engagement with Lifetime
Brands as your management team works to improve shareholder value.
Sincerely,
/s/ Joel Citron
Joel Citron
Portfolio Manager
Jove Partners, LP