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:

 

 

 

 

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

---

---

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)