Edgar Filing: GILBERT DANIEL

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. __)*

Huffy Corporation
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(Name of Issuer)

Common Stock, par value $1.00 per share
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(Title of Class of Securities)

444356109
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(CUSIP Number)

Daniel Gilbert and David Katzman
c/o Camelot Ventures, L.L.C.
100 Galleria Officentre, Suite 419
Southfield, Michigan 48034
(248) 827-3397
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 28, 2003
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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 Sections 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 Section 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 the
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).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.

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CUSIP No. 444356109

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1. Names of Reporting Persons............................................................ Daniel Gilbert
I.R.S. Identification Nos. of above persons (entities only)

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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)................................................................................... [ ]
(b)................................................................................... [X]

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3. SEC Use Only..........................................................................

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4. Source of Funds (See Instructions).................................................... BK, AF

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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)... [ ]

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6. Citizenship or Place of Organization.................................................. United States of America

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7. Sole Voting Power....................................................... 0
Number of
Shares -------------------------------------------------------------------------------------------
Beneficially 8. Shared Voting Power..................................................... 768,900
Owned by Each
Reporting -------------------------------------------------------------------------------------------
Person With: 9. Sole Dispositive Power.................................................. 0

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10. Shared Dispositive Power................................................ 768,900

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11. Aggregate Amount Beneficially Owned by Each Reporting Person........................... 768,900

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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)... [ ]

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13. Percent of Class Represented by Amount in Row (11)..................................... 5.2%

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14. Type of Reporting Person (See Instructions)............................................ IN

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CUSIP No. 444356109

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1. Names of Reporting Persons............................................................ David Katzman
I.R.S. Identification Nos. of above persons (entities only).

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7. Sole Voting Power.................................................... 0
Number of
Shares -------------------------------------------------------------------------------------------
Beneficially 8. Shared Voting Power.................................................. 768,900
Owned by Each
Reporting -------------------------------------------------------------------------------------------
Person With: 9. Sole Dispositive Power............................................... 0

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10. Shared Dispositive Power............................................. 768,900

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CUSIP No. 444356109

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1. Names of Reporting Persons................................................................Camelot Ventures, L.L.C.
I.R.S. Identification Nos. of above persons (entities only)

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7. Sole Voting Power.............................................. 768,900
Number of
Shares -------------------------------------------------------------------------------------------
Beneficially 8. Shared Voting Power............................................ 0
Owned by Each
Reporting -------------------------------------------------------------------------------------------
Person With: 9. Sole Dispositive Power......................................... 768,900

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10. Shared Dispositive Power....................................... 0

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CUSIP No. 444356109

ITEM 1. SECURITY AND ISSUER.

The title of the class of equity securities to which this statement
relates is Common Stock, par value $1.00 per share ("Common Stock"), of Huffy
Corporation, an Ohio corporation ("Huffy"). The address of Huffy's principal
executive offices is 225 Byers Road, Miamisburg, Ohio 45342.

ITEM 2. IDENTITY AND BACKGROUND.

This statement is being filed by Daniel Gilbert, David Katzman and
Camelot Ventures, L.L.C., a manager-managed Michigan limited liability company
("Camelot"), who are collectively referred to in this Schedule as the "Reporting
Persons" and individually as a "Reporting Person". Daniel Gilbert and David
Katzman are the managers and sole and equal members of Camelot. Each of Daniel
Gilbert's and David Katzman's present principal occupation or employment is
private investor. Camelot's principal business is being a private venture
capital firm. Daniel Gilbert's principal business address is 20555 Victor
Parkway, Livonia, Michigan 48152. David Katzman's and Camelot's principal
business address is 100 Galleria Officentre, Suite 419, Southfield, Michigan
48034.

None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). None of the Reporting Persons has, during the last five years,
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.

Daniel Gilbert and David Katzman are citizens of the United States of
America.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Camelot acquired beneficial ownership of the Common Stock it holds
through a brokerage account at UBS PaineWebber Inc. (the "Brokerage Account"),
using the proceeds of its revolving credit facility from Comerica Bank (the
"Revolving Credit Facility"). The Brokerage Account is subject to a client
agreement between Camelot and the brokerage firm (the "Client Agreement"). From
time to time, the brokerage firm may extend margin credit to Camelot under the
terms of the brokerage account. No margin loans have been made through the
Brokerage Account to acquire the Common Stock reported in this schedule as
beneficially owned by the Reporting Persons.

The Revolving Credit Facility is provided to Camelot pursuant to a
Promissory Note and a Side Letter, both dated May 15, 2003, between Camelot and
Comerica Bank (together, the "Loan Agreement"). Under the Loan Agreement,
Comerica Bank may, but is not obligated to, lend Camelot amounts it requests
from time to time, up to $30,000,000, if no default exists. Amounts outstanding
under the Revolving Credit Facility must be repaid on or before May 15, 2004.
The principal amount outstanding bears interest, at Camelot's election, either
(1) at

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CUSIP No. 444356109

Comerica Bank's Prime Rate less 3/4%, or (2) at a reserve adjusted
eurodollar rate plus 1.25%. The Revolving Credit Facility is guaranteed by
Daniel Gilbert and David Katzman. As of June 4, 2003, Camelot had $20,410,000 in
borrowings under the Revolving Credit Facility.

Camelot used $4,420,351 to acquire the Common Stock reported in this
schedule as beneficially owned by the Reporting Persons.

ITEM 4. PURPOSE OF TRANSACTION.

The Reporting Persons acquired the Common Stock beneficially owned by
them for investment purposes, because they believe that the trading prices of
the Common Stock in the public market do not adequately reflect the potential
value of Huffy's underlying business and assets. As a substantial shareholder of
Huffy, the Reporting Persons expect and intend to explore and be receptive to
opportunities to enhance the value of the Common Stock beneficially owned by the
Reporting Persons.

In addition, the Reporting Persons may encourage Huffy to explore
strategic alternatives to increase shareholder value and, depending on Huffy's
response, may consider pursuing such alternatives on their own or with third
parties. However, the Reporting Persons currently have no specific plans or
proposals with respect to these matters.

Subject to market conditions and other factors that the Reporting
Persons may deem material to their investment decisions, each of the Reporting
Persons may, from time to time, acquire additional shares of Common Stock, or
rights to purchase shares of Common Stock in the open market, in privately
negotiated transactions or otherwise, depending upon the price and availability
of such shares or rights. Each of the Reporting Persons intends to review on a
continuing basis various factors relating to his or its investment in Huffy,
including Huffy's business and prospects, the price and availability of Huffy's
securities, subsequent developments affecting Huffy, other investment and
business opportunities available to the Reporting Person, his or its general
investment and trading policies, market conditions or other factors. Based on
these factors, each of the Reporting Persons may determine to dispose of some of
all of his or its Common Stock, periodically, by public or private sale
(registered or unregistered and with or without the simultaneous sale of
newly-issued Common Stock by Huffy), distribution to members of Camelot, gift,
pledge, expiration of options or otherwise, including, without limitation, sales
of Common Stock by the Reporting Persons pursuant to Rule 144 under the
Securities Act of 1933, as amended, or otherwise. Each Reporting Person reserves
the right not to acquire Common Stock or not to dispose of all or part of such
Common Stock if he or it determine such acquisition or disposal is not in his or
its best interests at that time.

Other than as described above, none of the Reporting Persons has any
current plans or proposals which relate to, or would result in, (a) any
acquisition or disposition by him or it of securities of Huffy, (b) any
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving Huffy or any of its subsidiaries, (c) any sale or
transfer of a material amount of assets of Huffy or any of its subsidiaries, (d)
any change in the present Board of Directors or management of Huffy, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the Board, (e) any material change in Huffy's

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CUSIP No. 444356109

present capitalization or dividend policy, (f) any other material change in
Huffy's business or corporate structure, (g) any changes in Huffy's Amended
Articles of Incorporation or Code of Regulations or other actions which may
impede the acquisition of control of Huffy by any person, (h) causing a class of
securities of Huffy 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, (i) a class of Huffy's equity
securities becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) any action
similar to those enumerated above.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) The number and percentage of shares of Common Stock
beneficially owned by the Reporting Persons as of June 9, 2003 are as follows:

Number Percent*
------ -------

Daniel Gilbert 768,900 ** 5.2%
David Katzman 768,900 ** 5.2%
Camelot 768,900 ** 5.2%

*Based on the 14,714,333 shares of Common Stock reported as outstanding as of
April 9, 2003 in Huffy's Quarterly Report on Form 10-Q for the quarter ended
March 29, 2003.

**Includes 768,900 shares held in the Brokerage Account by Camelot. Daniel
Gilbert and David Katzman are the managers and sole and equal members of
Camelot, and, therefore, share voting and investment power over the shares of
Common Stock Camelot holds. The Reporting Persons might constitute a group,
although the Reporting Persons disclaim the existence of a group.

(b) Camelot has sole voting and investment power over the 768,900
shares of Common Stock owned by it. Daniel Gilbert and David Katzman, as the
managers and equal members of Camelot, share voting and investment power over
the 768,900 shares of Common Stock owned by Camelot.

(c) The Reporting Persons effected the following purchases of
shares of Common Stock in open market transactions since March 25, 2003 (more
than 60 days before the Reporting Persons became the beneficial owners of five
percent of the Company's Common Stock on May 28, 2003):

Name Transaction Date Shares Price Per Share*
---- ---------------- ------ ----------------

Camelot 03/25/03 10,000 $5.21
Camelot 03/26/03 18,000 $5.11
Camelot 03/27/03 7,300 $5.10
Camelot 03/31/03 7,700 $4.94
Camelot 04/01/03 8,400 $5.12
Camelot 04/02/03 10,000 $5.33
Camelot 04/04/03 66,800 $5.69
Camelot 04/07/03 47,700 $5.69

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CUSIP No. 444356109

Name Transaction Date Shares Price Per Share*
---- ---------------- ------ ----------------

Camelot 04/08/03 18,400 $5.73
Camelot 04/09/03 10,800 $5.59
Camelot 04/10/03 1,000 $5.43
Camelot 04/10/03 151,500 $5.55
Camelot 04/10/03 7,900 $5.66
Camelot 04/11/03 100,000 $5.95
Camelot 04/24/03 35,000 $5.70
Camelot 04/25/03 11,100 $5.70
Camelot 04/28/03 2,000 $5.68
Camelot 04/29/03 500 $5.70
Camelot 04/30/03 3,000 $5.77
Camelot 05/07/03 50,000 $6.21
Camelot 05/12/03 4,400 $6.16
Camelot 05/13/03 19,200 $6.21
Camelot 05/13/03 1,500 $6.20
Camelot 05/16/03 48,400 $5.99
Camelot 05/19/03 34,200 $5.61
Camelot 05/20/03 20,900 $5.57
Camelot 05/21/03 500 $5.51
Camelot 05/22/03 8,700 $5.75
Camelot 05/23/03 18,900 $5.87
Camelot 05/27/03 2,300 $6.01
Camelot 05/28/03 18,600 $6.16
Camelot 05/28/03 900 $6.08
Camelot 05/29/03 6,000 $6.17
Camelot 05/30/03 5,800 $6.24
Camelot 06/05/03 1,500 $6.30
Camelot 06/06/03 10,000 $6.27

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*Including commissions.

(d) No other person is known to have the right to receive, or the
power to direct the receipt of, dividends from, or the proceeds from the sale
of, the shares of Common Stock beneficially owned by the Reporting Persons.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.

Camelot is a party to the Brokerage Agreement and the Loan Agreement
described in Item 3. Camelot also has an informal arrangement with two of its
employees, Nicholas J. Pyett and Steve Cicurel, to pay each of them a bonus
equal to 1% of the profit realized upon the sale of the Common Stock. Daniel
Gilbert and David Katzman and first cousins and the sole managers and sole and
equal members of Camelot.

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CUSIP No. 444356109

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

99.1 Agreement of Joint Filing among the Reporting Persons, dated
as of June 9, 2003.

99.2 Form of UBS PaineWebber Inc. Client Agreement.

99.3 Promissory Note and Side Letter, both dated as of May 15,
2003, between Camelot Ventures, L.L.C. and Comerica Bank.

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SIGNATURES

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: June 9, 2003 /s/ DANIEL GILBERT
-----------------------------------
Daniel Gilbert

Dated: June 9, 2003 /s/ DAVID KATZMAN
-----------------------------------
David Katzman

Dated: June 9, 2003 CAMELOT VENTURES, L.L.C.

By: /s/ DAVID KATZMAN
------------------------------
David Katzman

Its: President and Manager

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CUSIP No. 444356109

EXHIBIT INDEX

Exhibit Number and Description

99.1 Agreement of Joint Filing among the Reporting Persons, dated as of June
9, 2003.

99.2 Form of UBS PaineWebber Inc. Client Agreement.

99.3 Promissory Note and Side Letter, both dated as of May 15, 2003, between
Camelot Ventures, L.L.C. and Comerica Bank.

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