UNITED STATES 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 No. )
AVALON HOLDINGS CORPORATION
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(Name of Issuer)
CLASS A COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
05343P109
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(CUSIP Number)
Moloco Capital Partners LLC
Attention: Darryl Chan
346 Rheem Boulevard, Suite 210
Moraga, California 94556
(925) 377-0602
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 6, 2006
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(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 |_|.
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.
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1 NAME OF REPORTING PERSONS
MOLOCO VALUE FUND, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
167,629
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
167,629
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,629
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14 TYPE OF REPORTING PERSON
PN
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1 NAME OF REPORTING PERSONS
MOLOCO CAPITAL PARTNERS LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION NEVADA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
167,629
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
167,629
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,629
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14 TYPE OF REPORTING PERSON
OO
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1 NAME OF REPORTING PERSONS
DARRYL B. CHAN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
167,629
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
167,629
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,629
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14 TYPE OF REPORTING PERSON
IN
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1 NAME OF REPORTING PERSONS
KEVIN J. LYONS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
167,629
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
167,629
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,629
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14 TYPE OF REPORTING PERSON
IN
================================================================================
The following constitutes the Schedule 13D filed by the undersigned (the
"Schedule 13D").
Item 1. Security and Issuer.
(a) This statement relates to shares ("Shares") of the Class A Common Stock
("Common Stock"), of Avalon Holdings Corporation (the "Issuer" or "Avalon"), an
Ohio Corporation.
(b) The principal executive offices of the Issuer are located at One
American Way, Warren, Ohio 44484.
Item 2. Identity and Background.
(a) This statement is filed by Moloco Value Fund, L.P. ("Moloco"), a
Delaware Limited Partnership, Moloco Capital Partners LLC ("MCP"), a Nevada
Limited Liability Company and Darryl B. Chan and Kevin J. Lyons. Each of the
foregoing is referred to as a "Reporting Person" and collectively as the
"Reporting Persons". Mr. Chan and Mr. Lyons are the managing members of MCP
which is the general partner of Moloco. The Shares reported herein are owned by
and held in the name of Moloco Value Fund, L.P. By virtue of these relationships
Mr. Lyons and Mr. Chan have the shared power to vote and dispose of Shares of
the Issuer held by Moloco. Accordingly the Reporting Persons are hereby filing a
joint Schedule 13D.
(b) The business address of Moloco, MCP and each of the individuals listed
in Item 2(a) above is P.O. Box 3320, Incline Village, NV 89450.
(c) The principal business of Moloco is to buy, hold and sell securities.
The principal business of MCP is to act as the general partner of Moloco. The
principal occupations of Mr. Chan and Mr. Lyons are to act as the managing
members of MCP.
(d) None of the persons listed in Item 2(a) above has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None of the persons listed in Item 2(a) above has, during the last five
years, been 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.
(f) Each of the individuals listed in Item 2(a) above is a citizen of the
United States.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 167,629 Shares of the Issuer owned by Moloco
was $462,499 and these shares were purchased with partnership funds through open
market transactions.
Item 4. Purpose of Transaction.
The Reporting Persons have acquired their Shares of the Issuer for investment.
The Reporting Persons have no plans or proposals which, other than as set forth
below, would relate to or would
result in: (a) the acquisition of additional securities of the Issuer or the
disposition of presently-owned securities of the Issuer; (b) any extraordinary
corporate transaction involving the Issuer; (c) a sale or transfer of a material
amount of assets of the Issuer; (d) any change in the present Board of Directors
or management of the Issuer; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any material change in the
operating policies or corporate structure of the Issuer; (g) any change in the
Issuer's charter or by-laws; (h) the Shares of the Issuer ceasing to be
authorized to be quoted in the NASDAQ inter-dealer quotation system; or (i)
causing the Issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934.
Moloco purchased the Shares of the Issuer based on the belief that the Shares,
when purchased, were undervalued and represented an attractive investment
opportunity. Depending upon overall market conditions, other investment
opportunities available to the Reporting Persons, and the availability of Shares
at prices that would make the purchase of additional Shares desirable, the
Reporting Persons may endeavor to increase their position in the Issuer through,
among other things, the purchase of Shares on the open market or in private
transactions or otherwise, on such terms and at such times as the Reporting
Persons may deem advisable. Moloco intends to review its investment in the
Issuer on a continuing basis and may engage in discussions with management and
the Board of Directors of the Issuer concerning the business, operations and
future plans of the Issuer. Depending on various factors including, without
limitation, the Issuer's financial position and investment strategy, the price
levels of the Shares, conditions in the securities markets and general economic
and industry conditions, Moloco may in the future take such actions with respect
to its investment in the Issuer as it deems appropriate including, without
limitation, seeking Board representation, making proposals to the Issuer
concerning changes to the capitalization, ownership structure or operations of
the Issuer, purchasing additional Shares, selling some or all of its Shares,
engaging in short selling of or any hedging or similar transaction with respect
to the Shares, acting in concert with other shareholders of the Issuer or other
persons for any common purpose, or changing its intention with respect to any
and all matters referred to above in this Item 4.
Item 5. Interest in Securities of the Issuer.
(a) The 5.3% aggregate percentage of shares of Class A Common Stock
reported owned by Moloco is based upon the 3,190,786 shares of the Issuer's
Class A Common Stock outstanding as of November 4, 2005 according to the
Issuer's Form 10-Q for the quarter ended September 30, 2005, as filed with the
Securities and Exchange Commission. As of the close of business on February 15,
2006, the beneficial ownership of Issuer Common Stock held by the persons listed
in Item 2(a) above was:
Person/Entity Shares of Common Stock Percentage
Moloco Value Fund, L.P. 167,629 5.3%
Moloco Capital Partners LLC 167,629 5.3%
Darryl B. Chan 167,629 5.3%
Kevin J. Lyons 167,629 5.3%
(b) Moloco's sole power to vote or to dispose of the Shares owned by Moloco
is solely exercised by MCP, the general partner of Moloco, at the direction of
the Managing Members of MCP, Mr. Chan and Mr. Lyons. To this extent and solely
in their capacity as Managing Members of MCP, Mr. Chan and Mr. Lyons may be
deemed to have the shared power to vote or direct the vote and the shared power
to dispose or direct the disposition of the 167,629 Shares of the Issuer owned
by Moloco.
(c) Schedule A annexed hereto lists all transactions in the Issuer's Common
Stock occurring within the last sixty days involving the Reporting Persons.
(d) Except as set forth in Item 5(b) above, no person other than the
persons listed in Item 2(a) above is known to have the right to receive, or the
power to direct the receipt of dividends from, or proceeds from the sale of, the
Shares of the Issuer held by Moloco.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Other than as described herein, there are no contracts, arrangements,
understandings or relationships among the Reporting Persons, or between the
Reporting Persons and any other person, with respect to the securities of the
Issuer.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement by and among Moloco Value Fund, L.P., Moloco Capital
Partners LLC, and Darryl B. Chan and Kevin J. Lyons dated February 15, 2006.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 15, 2006
MOLOCO VALUE FUND, L.P.
By: Moloco Value Fund, L.P.
By: /s/ Darryl B. Chan
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Darryl B. Chan, Managing Member
of the General Partner
MOLOCO CAPITAL PARTNERS LLC
By: /s/ Darryl B. Chan
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Darryl B. Chan, Managing Member
DARRYL B. CHAN
By: /s/ Darryl B. Chan
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Darryl B. Chan
KEVIN J. LYONS
By: /s/ Kevin J. Lyons
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Kevin J. Lyons
SCHEDULE A
Transactions in the Shares of the Issuer During the Past 60 Days
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Shares Purchase Date of
Purchased Price ($) Purchase
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MOLOCO VALUE FUND, L.P.
7,200 32,904.00 02/06/06
300 1,398.00 02/07/06
1,500 7,050.00 02/08/06
400 1,892.00 02/13/06
MOLOCO CAPITAL PARTNERS LLC
None
DARRYL B. CHAN
None
KEVIN J. LYONS
None
EXHIBIT INDEX
Exhibit
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1. Joint Filing Agreement by and among Moloco Value Fund, L.P., Moloco Capital
Partners LLC and Darryl B. Chan and Kevin J. Lyons dated February 15, 2006.