SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. _________)*
TROY GROUP, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
89733N 10 6
(CUSIP Number)
WHITNEY TILSON
TILSON CAPITAL PARTNERS, LLC
145 E. 57TH STREET, SUITE 1100
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 386-7160
FACSIMILE: (240) 368-0299
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 27, 2004
(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(b) 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 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.)
Page 1 of 11 Pages
CUSIP NO.: 89733N 10 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tilson Growth Fund, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER - 477,050
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 477,050
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
477,050
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14 TYPE OF REPORTING PERSON
PN
Page 2 of 11 Pages
CUSIP NO.: 89733N 10 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tilson Capital Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER - 477,050
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 477,050
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
477,050
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14 TYPE OF REPORTING PERSON
HC, OO
Page 3 of 11 Pages
CUSIP NO.: 89733N 10 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tilson Offshore Fund, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER - 77,550
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 77,550
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14 TYPE OF REPORTING PERSON
CO
Page 4 of 11 Pages
CUSIP NO.: 89733N 10 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tilson Offshore Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER - 77,550
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 77,550
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14 TYPE OF REPORTING PERSON
OO
Page 5 of 11 Pages
CUSIP NO.: 89733N 10 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Whitney Tilson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER - 554,600
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 554,600
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
554,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON
IN
Page 6 of 11 Pages
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement on Schedule 13D
(this "Statement") relates is the common stock, par value $0.01 per share (the
"Common Stock"), of Troy Group, Inc., a Delaware corporation (the "Company"),
with its principal executive offices located at 2331 South Pullman Street, Santa
Ana, CA 92705.
ITEM 2. IDENTITY AND BACKGROUND.
The names of the persons filing this statement (the "Statement") are
Tilson Growth Fund, LP ("TGF"), Tilson Capital Partners, LLC ("TCP"), Tilson
Offshore Fund, Ltd. ("TOF"), Tilson Offshore Partners, LLC ("TOP") and Whitney
Tilson (collectively, the "Filers").
TGF is a Delaware private investment partnership whose general partner
is TCP. The address of TGF's principal business and principal office is 145 East
57th St., Suite 1100, New York, NY 10022.
TCP is an investment management firm and serves as the general partner
of TGF. The address of TCP's principal business and principal office is 145 East
57th St., Suite 1100, New York, NY 10022.
TOF is a Cayman Islands exempted company. The address of TOF's
principal business and principal office is c/o Walkers SPV Ltd., P.O. Box 908
GT, Walkers House, Mary Street, George Town, Cayman Islands.
TOP is an investment management firm and serves as the investment
manager for TOF. The address of TOP's principal business and principal office is
145 East 57th St., Suite 1100, New York, NY 10022.
Whitney Tilson is the managing member of TCP and TOP. Mr. Tilson is a
citizen of the United States. Mr. Tilson's address is 145 East 57th St., Suite
1100, New York, NY 10022.
During the last five years, none of the Filers have been (a) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (b) 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Of the 554,600 shares of Common Stock to which this Statement relates:
(a) 475,400 shares of Common Stock were acquired by TGF on May 27, 2004 on the
open market; (b) 1,400 shares of Common Stock were acquired by TGF on May 28,
2004 on the open market; (c) 250 shares of common stock were acquired by TGF on
June 1, 2004 on the open market; (d) 67,700 shares of Common Stock were acquired
by TOF on May 27, 2004 on the open market; and (e) 9,850 shares of common stock
were acquired by TOF on June 1, 2004 on the open market. The Filers purchased
the Common Stock with working capital.
Page 7 of 11 Pages
ITEM 4. PURPOSE OF TRANSACTION.
The Filers purchased the Common Stock for general investment purposes
and retain the right to change their investment intent.
Subject to applicable legal requirements and the factors referred to
below, the Filers may purchase additional shares of Common Stock from time to
time in open market or privately negotiated transactions, but they may determine
at any time to dispose of all or a portion of the shares of Common Stock. In
determining whether to purchase additional shares or to dispose of its shares,
and in formulating any plan or proposal with respect to any transaction between
the Filers and the Company, the Filers intend to consider and review various
factors on a continuous basis, including the Company's financial condition,
business and prospects, other developments concerning the Company, the reaction
of the Company and its shareholders to the Filers' ownership of Common Stock,
the price and availability of shares of Common Stock, other investment and
business opportunities available to the Filers, developments with respect to the
Filers' business, and general economic, monetary and stock market conditions.
Except as otherwise described herein, the Filers have no plan or
proposal with respect to the Company which relates to or would result in any of
the matters listed in Items 4(a) - (j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on June 1, 2004, TGF, TCP and Whitney
Tilson were the beneficial owners of (a) 477,050 shares of Common Stock, which
constitute in the aggregate 4.5% of the outstanding shares of Common Stock
(based on 10,642,677 shares of Common Stock outstanding as of April 30, 2004,
which in turn is based on information reported by the Company on its Form 10-Q
of April 2004). As of the close of business on June 1, 2004, TOF, TOP and
Whitney Tilson were the beneficial owners of (a) 77,550 shares of Common Stock,
which constitutes in the aggregate 0.7% of the outstanding shares of Common
Stock (based on 10,642,677 shares of Common Stock outstanding as of April 30,
2004, which in turn is based on information reported by the Company on its Form
10-Q of April 2004).
Except as described in the preceding paragraph, none of the
Filers beneficially own any shares of Common Stock.
(b) Each Filer has the sole power to vote, direct the voting of,
dispose of and direct the disposition of the Common Stock owned by it as
described in Item 5(a) above.
(c) Transactions in the Common Stock by the Filers effected in the last
60 days are described in Schedule I hereto, which Schedule is hereby
incorporated by reference.
Page 8 of 11 Pages
(d) The Filers have the sole right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the Common
Stock owned by them.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None of the Filers has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Company, including, but not limited to, transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees or profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No Exhibits have been attached.
Page 9 of 11 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.
June 4, 2004
TILSON GROWTH FUND, LP
By: Tilson Capital Partners, LLC,
General Partner
By /s/ Whitney Tilson
--------------------------------------
Whitney Tilson, Managing Member
TILSON CAPITAL PARTNERS, LLC
By /s/ Whitney Tilson
--------------------------------------
Whitney Tilson, Managing Member
TILSON OFFSHORE FUND, LTD.
By /s/ Whitney Tilson
--------------------------------------
Whitney Tilson, Director
TILSON OFFSHORE PARTNERS, LLC
By /s/ Whitney Tilson
--------------------------------------
Whitney Tilson, Managing Member
/s/ Whitney Tilson
--------------------------------------
Whitney Tilson
Page 10 of 11 Pages
SCHEDULE I
Schedule of Transactions in the Shares
---------------------------------------------------------------------------------------------------------------
NO. OF PRICE PER
PURCHASER DATE SHARES SHARE COMMENT
---------------------------------------------------------------------------------------------------------------
TGF May 27, 2004 475,400 $3.14 Shares acquired on the open market
---------------------------------------------------------------------------------------------------------------
TGF May 28, 2004 1,400 $3.23 Shares acquired on the open market
---------------------------------------------------------------------------------------------------------------
TGF June 1, 2004 250 $3.23 Shares acquired on the open market
---------------------------------------------------------------------------------------------------------------
TOF May 27, 2004 67,700 $3.14 Shares acquired on the open market
---------------------------------------------------------------------------------------------------------------
TOF June 1, 2004 9,850 $3.23 Shares acquired on the open market
---------------------------------------------------------------------------------------------------------------
Page 11 of 11 Pages