SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)
eLoyalty Corporation
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(Name of Issuer)
Common Stock, par value $.01
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(Title of Class of Securities)
290151307
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(CUSIP Number)
December 31, 2006
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
CUSIP No. 290151307
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Peninsula Capital Management, LP(1)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
735,635
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
735,635
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
735,635
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.17%
12. TYPE OF REPORTING PERSON
PN
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(1) Peninsula Capital Management, LP may be deemed to be the beneficial owner
of such securities by virtue of its role as the general partner and/or
investment manager of certain private investment funds which own such
securities. Peninsula Capital Management, LP, and PCM Capital, LLC has
replaced Peninsula Capital Management, Inc. as the general partner of
Peninsula Fund, L.P. and Peninsula Technology Fund, L.P., respectively,
which had been reported in the original Schedule 13G filed on March 8,
2006.
CUSIP No. 290151307
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Scott Bedford (2)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
735,635
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
735,635
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
735,635
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.17%
12. TYPE OF REPORTING PERSON
IN
----------
(2) Mr. Bedford may be deemed to be a beneficial owner of such securities by
virtue of his role as the President of Peninsula Capital Management, Inc.
which is the general partner of Peninsula Capital Management, LP.
CUSIP No. 290151307
---------------------
Item 1(a). Name of Issuer:
eLoyalty Corporation
____________________________________________________________________
Item 1(b). Address of Issuer's Principal Executive Offices:
150 Field Drive
Suite 250
Lake Forest, Illinois 60045
_______________________________________________________
Item 2(a). Name of Person Filing:
Peninsula Capital Management, LP
Scott Bedford
____________________________________________________________________
Item 2(b). Address of Principal Business Office, or if None, Residence:
Peninsula Capital Management, LP
235 Pine Street, Suite 1818
San Francisco, CA 94104
Scott Bedford
c/o Peninsula Capital Management, LP
235 Pine Street, Suite 1818
San Francisco, CA 94104
____________________________________________________________________
Item 2(c). Citizenship:
Peninsula Capital Management, LP - California limited partnership
Scott Bedford - United States citizen
____________________________________________________________________
Item 2(d). Title of Class of Securities:
Common Stock, par value, $.01
____________________________________________________________________
Item 2(e). CUSIP Number:
290151307
____________________________________________________________________
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Peninsula Capital Management, LP - 735,635 shares
Scott Bedford - 735,635 shares
______________________________________________________________________
(b) Percent of class:
Peninsula Capital Management, LP -9.17%
Scott Bedford - 9.17%
______________________________________________________________________
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Peninsula Capital Management, LP - 0
Scott Bedford - 0
_______________________________________________________________________________,
(ii) Shared power to vote or to direct the vote
Peninsula Capital Management, LP - 735,635
Scott Bedford - 735,635
_______________________________________________________________________________,
(iii) Sole power to dispose or to direct the
disposition of
Peninsula Capital Management, LP - 0
Scott Bedford - 0
_______________________________________________________________________________,
(iv) Shared power to dispose or to direct the
disposition of
Peninsula Capital Management, LP - 735,635
Scott Bedford - 735,635
_______________________________________________________________________________.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [ ].
N/A
_______________________________________________________________________
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any 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, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
_______________________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
_______________________________________________________________________
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
_______________________________________________________________________
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
N/A
______________________________________________________________________
Item 10. Certifications.
By signing below the Reporting Persons certify that, to the best of their
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having such purpose or
effect.
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.
February 14, 2007
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(Date)
PENINSULA CAPITAL MANAGEMENT, LP*
By: /s/ Scott Bedford
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Name: Scott Bedford
Title: Principal
/s/ Scott Bedford
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SCOTT BEDFORD*
* The Reporting Persons disclaim beneficial ownership over the securities
reported herein except to the extent of the reporting persons' pecuniary
interest therein.
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13G/A dated February 14, 2007
relating to the Common Stock, par value $.01, of eLoyalty Corporation shall be
filed on behalf of the undersigned.
PENINSULA CAPITAL MANAGEMENT, LP
By: /s/ Scott Bedford
-------------------
Name: Scott Bedford
Title: Principal
/s/ Scott Bedford
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SCOTT BEDFORD
SK 03847 0001 747055