UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Kirkland's Inc.
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
497498105
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(CUSIP Number)
with a copy to:
Mr. Philip C. Timon Robert G. Minion, Esq.
Endowment Capital Group, LLC Lowenstein Sandler PC
1515 Market Street, Suite 2000 65 Livingston Avenue
Philadelphia, Pennsylvania 19102 Roseland, New Jersey 07068
(215) 563-8600 (973) 597-2424
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 21, 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 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. [ ]
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. 497498105
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1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Mr. Philip C. Timon
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a)
(b)
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: 2,554,894*
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Shares Beneficially 8) Shared Voting Power: 0
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Owned by
Each Reporting 9) Sole Dispositive Power: 2,554,894*
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Person With 10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,554,894*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 13.0%*
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14) Type of Reporting Person (See Instructions): IN
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*Endowment Capital, L.P. and Long Drive, L.P., each a Delaware limited
partnership (collectively, the "Limited Partnerships"), own in the aggregate
2,554,894 shares of the Common Stock, no par value per share (the "Shares"), of
Kirkland's Inc., a Tennessee corporation (the "Company"), as of August 21, 2007
(the "Reporting 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 (the "Reporting Person") is the sole
managing member of Endowment LLC. As a result, the Reporting Person 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 Reporting Date. By reason of
the provisions of Rule 13d-3 promulgated under the Securities Exchange Act of
1934, as amended, the Reporting Person is deemed to be the beneficial owner of
2,554,894 Shares, or approximately 13.0% of the Shares issued and outstanding,
as of the Reporting Date. The Reporting Person's interest in the Shares is
limited to his pecuniary interest, if any, in the Limited Partnerships.
Item 2. Identity and Background.
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Item 2 is hereby restated in its entirety as follows:
The person filing this statement is Mr. Philip C. Timon (the
"Reporting Person"), whose business address is 1515 Market Street, Suite 2000,
Philadelphia, Pennsylvania 19102. The Reporting Person 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.
The Reporting Person 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. The
Reporting Person is a United States citizen.
Item 5. Interest in Securities of the Issuer.
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Item 5 is hereby restated in its entirety to read as follows:
Based upon the information set forth in the Company's Form 10-Q for
the quarterly period ending May 5, 2007 filed with the Securities and Exchange
Commission on June 11, 2007, there were 19,647,127 Shares issued and outstanding
as of June 1, 2007.
As of August 21, 2007 (the "Reporting Date"), the Limited Partnerships
owned in the aggregate 2,554,894 Shares. The Reporting Person is the sole
managing member of Endowment LLC, which serves as the sole general partner of
each of the Limited Partnerships. As a result, the Reporting Person possesses
the sole power to vote and the sole power to direct the disposition of the
Shares held by the Limited Partnerships. By reason of the provisions of Rule
13d-3 promulgated under the Securities Exchange Act of 1934, as amended, the
Reporting Person is deemed to be the beneficial owner of 2,554,894 Shares, or
approximately 13.0% of the issued and outstanding Shares, as of the Reporting
Date.
The following table details the transactions by the Reporting Person,
in his capacity as sole managing member of Endowment LLC which serves as the
sole general partner of the Limited Partnerships, in Shares during the past
sixty (60) days:
Date Quantity Price Type of Transaction
07/19/07 3,400 $3.3060 Open Market Sale
08/21/07 170,000 $1.6012 Open Market Sale
Except for the transactions listed above, neither the Reporting
Person, any person or entity controlled by the Reporting Person, nor any person
or entity for which the Reporting Person possesses voting or investment control
over the securities thereof, has traded Shares during the past sixty (60) days.
Signature
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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.
August 23, 2007
/s/ Philip C. Timon
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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).