1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Sound Advice, Inc.
------------------
(Name of Issuer)
Common Stock, $.01 par value
------------------------------
(Title of Class of Securities)
836066100
--------------
(CUSIP Number)
Tweeter Home Entertainment Group, Inc.
10 Pequot Way
Canton, MA 02021
(781) 830-3000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 9, 2001
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
(Continued on following pages)
(Page 1 of 9 Pages)
2
-------------------------- --------------------------
CUSIP NO. 836066100 13D PAGE 2 OF 9 PAGES
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tweeter Home Entertainment Group, Inc.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
296,000
NUMBER OF -------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 296,000
-------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
336,000
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.48
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
3
CUSIP NO. 836066100 13D PAGE 3 OF 9 PAGES
Item1. SECURITY AND ISSUER.
The class of equity securities to which this statement on Schedule 13D
(the "Statement") relates is the Common Stock, par value $.01 per
share (the "Common Stock"), of Sound Advice, Inc. (the "Company"), a
Florida corporation. The principal executive offices of the Company
are located at 1901 Tigertail Boulevard, Dania Beach, Florida 33004.
Item 2. IDENTITY AND BACKGROUND.
This Statement is filed by Tweeter Home Entertainment Group, Inc., a
Delaware corporation ("Tweeter"). Tweeter's principal business address
and the address of its principal office are 10 Pequot Way, Canton, MA
02021. Tweeter is a specialty retailer of mid to high-end audio and
video consumer electronics products.
The following information is being supplied for each of Tweeter's
executive officers and directors:
NAME AND POSITION RESIDENCE OR BUSINESS PRINCIPAL OCCUPATION PRINCIPAL BUSINESS AND
ADDRESS OR EMPLOYMENT ADDRESS OF ORGANIZATION
IN WHICH SUCH EMPLOYMENT
IS CONDUCTED
Samuel Bloomberg, c/o Tweeter Home Chairman of the Address:
Director and Entertainment Group Board of Tweeter 10 Pequot Way
Chairman of the 10 Pequot Way Canton, MA 02021
Board Canton, MA 02021
Principal Business:
specialty retailer of mid
to high-end audio and
video consumer
electronics products
4
CUSIP NO. 836066100 13D PAGE 4 OF 9 PAGES
NAME AND POSITION RESIDENCE OR BUSINESS PRINCIPAL OCCUPATION PRINCIPAL BUSINESS AND
ADDRESS OR EMPLOYMENT ADDRESS OF ORGANIZATION
IN WHICH SUCH EMPLOYMENT
IS CONDUCTED
Jeffrey Stone, c/o Tweeter Home President and Chief Address:
Director, President Entertainment Group Executive Officer of 10 Pequot Way
and Chief Executive 10 Pequot Way Tweeter Canton, MA 02021
Officer Canton, MA 02021
Principal Business:
specialty retailer of mid
to high-end audio and
video consumer
electronics products
Joseph McGuire, c/o Tweeter Home Vice President, Address:
Vice President, Entertainment Group Chief Financial 10 Pequot Way
Chief Financial 10 Pequot Way Officer and Chief Canton, MA 02021
Officer and Chief Canton, MA 02021 Information Officer
Information Officer of Tweeter Principal Business:
specialty retailer of mid
to high-end audio and
video consumer
electronics products
Jeffrey Bloomberg, 262 Woodland Road President of Address:
Director Chestnut Hill, MA 02467 Bloomberg 262 Woodland Road
Associates, Inc. Chestnut Hill, MA 02467
Principal Business:
investment banking company
5
CUSIP NO. 836066100 13D PAGE 5 OF 9 PAGES
NAME AND POSITION RESIDENCE OR BUSINESS PRINCIPAL OCCUPATION PRINCIPAL BUSINESS AND
ADDRESS OR EMPLOYMENT ADDRESS OF ORGANIZATION
IN WHICH SUCH EMPLOYMENT
IS CONDUCTED
Matthew Bronfman, c/o Perfum Isabel CEO of Perfumes Address:
Director 30 West 26th Street New Isabel 30 West 26th Street New
York, NY 10010 York, NY 10010
Principal Business:
fragrance and gift company
Steven Fischman, c/o New England President of New Address:
Director Development LLC England Development One Wells Avenue
One Wells Avenue Newton, MA 02459
Newton, MA 02459
Principal Business:
regional mall developer
Michael Cronin, c/o Weston Presidio Managing Partner of Address:
Director Capital Weston Presidio One Federal Street
One Federal Street Offshore Capital Boston, MA 02110
Boston, MA 02110 C.V.
Principal Business:
venture capital firm
Each of the named directors and officers is a citizen of the U.S.A.
During the five years prior to the date hereof, neither Tweeter nor
any of its executive officers or directors have been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors). Also, during the five years prior to the date hereof,
neither Tweeter nor any of its executive officers and directors have
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction which resulted in 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.
6
CUSIP NO. 836066100 13D PAGE 6 OF 9 PAGES
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Tweeter acquired 137,000 shares of Common Stock between March 1998 and
February 1999 for an aggregate cost of $349,086 and 159,000 shares of
Common Stock during January 2001 and February 2001 for an aggregate
cost of $1,429,681.
Tweeter funded each of these purchases from working capital.
Samuel and Carolina Bloomberg acquired 10,000 shares of Common Stock
between November 1997 and January 1998 for an aggregate cost of
$16,049. These purchases were made with existing cash.
The Samuel Bloomberg Family Trusts acquired 30,000 shares of Common
Stock in January 1998 and February 1998 for an aggregate cost of
$38,938. The trusts made these purchases with existing cash.
Item 4. PURPOSE OF THE TRANSACTION.
Tweeter purchased the Common Stock for investment purposes. Tweeter,
together with Samuel and Carolina Bloomberg and the Samuel Bloomberg
Family Trusts, has beneficially owned 4.5% of the outstanding
securities of Sound Advice for some time, and felt that current
industry dynamics warranted an increase in that position. Tweeter may
seek to increase this equity position in the future. Tweeter has in
the past discussed, and may in the future discuss, the possibility of
Sound Advice merging with Tweeter. Tweeter currently does not have any
definitive plans or proposals relating to an acquisition of Sound
Advice.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Tweeter is the beneficial owner of an aggregate of 336,000
shares of Common Stock, which represents 8.48% of the 3,961,245
shares of Common Stock outstanding as of December 8, 2000 as
reported by Sound Advice. This number includes 10,000 shares held
by Samuel and Carolina Bloomberg and 30,000 shares held by the
Samuel Bloomberg Family Trusts for the benefit of Mr. Bloomberg's
children. Mr. Bloomberg disclaims beneficial ownership of the
shares held by the Samuel Bloomberg Family Trusts. The aggregate
of 40,000 shares of Common Stock held by Samuel and Carolina
Bloomberg and the Samuel Bloomberg Family Trusts represents 1% of
the shares outstanding as of December 8, 2000 as reported by
Sound Advice.
(b) Tweeter has the sole power to vote and sole power to dispose of
296,000 shares of Common Stock. Tweeter does not share the
power to vote or dispose of such shares with any other entity or
individual.
7
CUSIP NO. 836066100 13D PAGE 7 OF 9 PAGES
Samuel Bloomberg shares with Carolina Bloomberg the power to vote
and dispose of the 10,000 shares of Common Stock he holds with
Ms. Bloomberg.
(c) Tweeter has effected the following transactions in the Common
Stock during the past 60 days:
Purchases
---------------------------------------------
# of Share Total
Date Shares Price Purchase
---------------------------------------------
1/23/01 2,500 6.58750 16,469
1/24/01 2,500 6.87500 17,188
1/25/01 2,000 7.00000 14,000
1/26/01 2,500 7.00000 17,500
2/6/01 10,000 8.25000 82,500
2/7/01 5,000 8.25000 41,250
2/9/01 50,000 8.76250 438,125
2/12/01 22,500 8.90500 200,363
2/13/01 10,500 9.00000 94,500
2/14/01 14,500 8.99350 130,406
2/15/01 7,000 9.75000 68,250
2/15/01 2,000 9.31250 18,625
2/15/01 4,500 9.43750 42,469
2/15/01 2,000 9.50000 19,000
2/15/01 3,000 9.75000 29,250
2/15/01 6,000 9.93750 59,625
2/15/01 6,000 9.90625 59,438
2/16/01 5,000 9.625 48,125
2/16/01 5,000 9.625 48,125
2/16/01 5,000 9.9375 49,688
2/16/01 2,000 10.000 20,000
Sales
---------------------------------------------
# of Share Total
Date Shares Price Purchase
---------------------------------------------
2/5/01 10,500 8.11550 85,213
8
CUSIP NO. 836066100 13D PAGE 8 OF 9 PAGES
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not applicable
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable
9
CUSIP NO. 836066100 13D PAGE 9 OF 9 PAGES
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.
Dated: February 16, 2001
Tweeter Home Entertainment Group, Inc.
By: /s/ Joseph McGuire
--------------------------------
Name: Joseph McGuire
Title: Chief Financial Officer