SC 13D/A 1 avth13da-030527.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 #1 ADVANCED TOBACCO PRODUCTS, INC. (NAME OF ISSUER) Common Stock $.01 par value (TITLE OF CLASS OF SECURITIES) 00755G101 (CUSIP NUMBER) Paul D. Sonkin Hummingbird Management, LLC (f/k/a Morningside Value Investors, LLC) 153 East 53rd Street, 55th Floor New York, New York 10022 212 521-0975 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) December 2, 2002 (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. (Continued on following pages) (Page 1 of 5 pages) ------------------- ---------------- CUSIP No. 00755G101 13D/A Page 2 of 5 Pages ------------------- ----------------- ---------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Hummingbird Management, LLC (f/k/a Morningside Value Investors, LLC) IRS No. 13-4082842 ---------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A GROUP* (a) [ ] (b) [ ] ---------------------------------------------------------------- 3. SEC USE ONLY ---------------------------------------------------------------- 4. SOURCES OF FUNDS OO ---------------------------------------------------------------- 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 730,000 SHARES -------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY -------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER 730,000 REPORTING ------------------------------------------------------------------ PERSON WITH 10. SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 730,000 ---------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] ---------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.9% ---------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* OO ---------------------------------------------------------------- (Page 2 of 5 pages) ------------------- CUSIP No. 00755G101 13D/A Page 3 of 5 Pages AMENDMENT NO. 1 TO SCHEDULE 13D This Amendment No. 1, dated May 27, 2003, to Schedule 13D is filed by the Reporting Persons and amends Schedule 13D as previously filed by the Reporting Persons with the Securities and Exchange Commission on October 23, 2002 (the "Schedule 13D"), relating to the common stock, $.01 par value (the "Common Stock") of Advanced Tobacco Products, Inc., a Texas company. Items 3 and 5 of the Schedule 13D are hereby amended and restated, as follows: ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of May 27, 2003, Hummingbird has caused each of HVF and Microcap Fund to invest approximately $215,074.00 and $91,227.00, respectively, in the Shares of the Issuer using their respective working capital. ITEM 5 INTEREST IN SECURITIES OF THE ISSUER (a) - (b) As the holder of sole voting and investment authority over the Shares owned by HVF and the Microcap Fund, Hummingbird may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of the aggregate amount of 730,000 Shares representing approximately 8.9% of the outstanding shares of the Issuer (based upon 8,212,136 shares outstanding as of May 2, 2003, as reported on the latest Definitive Schedule 10-Q of the Issuer for March 31, 2003.) Hummingbird disclaims any economic interest or beneficial ownership of the Shares covered by this Statement. Mr. Sonkin is the managing member and control person of Hummingbird, and for purposes of Rule 13d-3 may be deemed the beneficial owner of such Shares deemed to be beneficially owned by Hummingbird. Thus, Mr. Sonkin may be deemed, for purposes of Rule 13d-3, to be the beneficial owner of 730,000 shares representing approximately 8.9% of the outstanding shares of the Issuer (based upon 8,212,136 shares outstanding as of May 2, 2003, as reported on the latest Definitive Schedule 10-Q of the Issuer for March 31, 2003.) Mr. Sonkin disclaims any economic interest or beneficial ownership of the Shares. (Page 3 of 5 pages) ------------------- CUSIP No. 00755G101 13D/A Page 4 of 5 Pages ------------------- (c) Hummingbird caused HVF to effect transactions in the Shares since 60 days before December 2, 2002, as set forth below:

Hummingbird caused Microcap to effect transactions in the Shares since 60 days before December 2, 2002, as set forth below:

(Page 4 of 5 pages) ------------------- CUSIP No. 00755G101 13D/A Page 5 of 5 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: May 27, 2003 HUMMINGBIRD MANAGEMENT, LLC By: /s/ Paul D. Sonkin ----------------------------- Name: Paul D. Sonkin Title: Managing Member

ADVANCED TOBACCO PRODUCTS INC SC 13D/A