UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DGSE COMPANIES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
235-077104
(CUSIP Number)
J. Michael Paulson
2250 East Tropicana
#19-121
Las Vegas, NV 89119
Telephone: (702) 429-0699
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 1, 2006
(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 ss.ss.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 ss.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. 235-077104
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John Michael Paulson
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
200,000
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
200,000
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 1 amends the Schedule 13D filed on October 4, 2000
by John Michael Paulson, which relates to shares of common stock of DGSE
Companies, Inc., a Nevada corporation. The Items listed below are hereby amended
and supplemented as follows:
Item 1. Security and Issuer
Item 1 of the Schedule 13D/A is hereby amended and supplemented as follows:
The title of the class of equity securities to which this Schedule
13D/A relates is the common stock, $.01 par value per share ("Common
Stock") of DGSE Companies, Inc., a Nevada corporation ("Issuer"), whose
address is 2817 Forest Lane, Dallas, Texas 75234.
Item 2. Identity and Background
Item 2 of the Schedule 13D/A is hereby amended and supplemented as follows:
This Schedule 13D/A is filed on behalf of John Michael Paulson
(hereinafter referred to as the "Reporting Person"). The Reporting
Person's principal occupation is real estate development. His business
address is 2250 East Tropicana #19-121, Las Vegas, Nevada 89119. The
Reporting Person is the trustee of the Allen E. Paulson Living Trust
(UDT dated 12/23/86) (hereinafter referred to as the "Trust"). The
Reporting Person is a citizen of the United States.
During the last five years, the Reporting Person has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has he been 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
Item 3 of the Schedule 13D/A is hereby amended and supplemented as follows:
Before Allen Paulson's death, he had transferred all of his shares of
Common Stock to the Trust. He had continued to report on Schedule 13D
those shares as beneficially owned by him, because he was trustee of
the Trust and the Trust was revocable by him. Upon his death, all
shares of Common Stock subject to the Trust became irrevocably vested
in the Trust and beneficial ownership passed to the Reporting Person
and Edward White as the successor co-trustees of the Trust. Edward
White ceased to be a trustee of the Trust. Subsequently, Nicholas V.
Diaco, M.D., successor to Edward White, resigned as co-trustee of the
Trust. As such, the Reporting Person is the sole trustee of the Trust.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D/A is hereby amended and restated as follows:
The Reporting Person acquired the securities for investment purposes.
The Reporting Person has no present intent or proposals that relate to
or would result in: (i) the acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the
Issuer; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (iii) a sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries; (iv) any change in the
present Board of Directors or management of the Issuer, including any
plans or proposals to change the number or term of Directors or to fill
any vacancies on the Board; (v) any material change in the present
capitalization or dividend policy of the Issuer; (vi) any other
material change in the Issuer's business or corporate structure; (vii)
changes in the Issuer's charter, bylaws or instruments corresponding
thereto or actions which may impede the acquisition of control of the
Issuer by any person; (viii) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (ix) a class of equity
securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (x)
any action similar to those enumerated above. The Reporting Person
reserves the right to determine in the future whether to change the
purpose or purposes described above or whether to adopt plans or
proposals of the type specified above.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D/A is hereby amended and supplemented as follows:
(a) Number of shares of Common Stock beneficially owned by the
Reporting Person: 200,000 shares
Percent of class of Common Stock of Issuer beneficially owned by the
Reporting Person: 4.1%
(b) Number of shares which the Reporting Person has sole power to vote
or direct the vote: 200,000 shares
Number of shares which the Reporting Person has shared power to vote or
direct the vote: 0 shares
Number of shares which the Reporting Person has sole power to dispose
or to direct the disposition: 200,000 shares
Number of shares which the Reporting Person has shared power to dispose
or to direct the disposition: 0 shares
(c) There were no other transactions in the Issuer's Common Stock by
the Reporting Person in the past 60 days.
(d) None
(e) The Reporting Person ceased to be the beneficial owner of more than
five percent of the Common Stock of the Issuer on May 1, 2006.
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to
Securities of the Issuer
Item 6 of the Schedule 13D/A is hereby amended and supplemented as follows:
None.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D/A is hereby amended and supplemented as follows:
None.
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: May 10, 2006
By: /s/ John Michael Paulson
---------------------------
Name: John Michael Paulson