SC 13D 1 b38411sasc13d.txt SOUND ADVICE INC. 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:

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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

SOUND ADVICE INC SC 13D