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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SPECIALTY CATALOG CORP.
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(Name of issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
84748Q-10-3
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(Cusip Number)
Lawrence E. Golub
Golub Associates Incorporated
550 Madison Avenue, 30th Floor
New York, NY 10022
(212) 750-6060
Copy To:
Joseph F. Mazzella, Esq.
Nutter, McClennen & Fish, LLP
One International Place
Boston, MA 02110
(617) 439-2000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 17, 2000
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13-d1(f) or 13-d-1(g), check the following
box [X].
Check the following box if a fee is being paid with the statement. [ ] (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13-d(a) 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).
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CUSIP NO. 84748Q-10-3 SCHEDULE 13D PAGE 2 OF 12 PAGES
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
LAWRENCE E. GOLUB
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
NA
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5. CHECK BOX 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
USA
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7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 602,689
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 0
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10. SHARED DISPOSITIVE POWER
602,689
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
602,689
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.84%
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14. TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
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CUSIP NO. 84748Q-10-3 SCHEDULE 13D PAGE 3 OF 12 PAGES
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
GOLUB PS-GP, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
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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 ITEMS 2(D) OR 2(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 602,689
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 0
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10. SHARED DISPOSITIVE POWER
602,689
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
602,689
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.84%
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14. TYPE OF REPORTING PERSON
OO - Limited Liability Company
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
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CUSIP NO. 84748Q-10-3 SCHEDULE 13D PAGE 4 OF 12 PAGES
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
LEG PARTNERS III SBIC, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
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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 ITEMS 2(D) OR 2(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 602,689
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 0
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10. SHARED DISPOSITIVE POWER
602,689
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
602,689
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.84%
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14. TYPE OF REPORTING PERSON
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
CUSIP NO. 84748Q-10-3 PAGE 5 OF 12 PAGES
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THIS AMENDMENT NO. 3 TO SCHEDULE 13D AMENDS AND REPLACES THAT CERTAIN
SCHEDULE 13D FILED ON BEHALF OF THE REPORTING PERSONS NAMED HEREIN ON OCTOBER
19, 1999, AS AMENDED BY AMENDMENT NO. 1 TO SCHEDULE 13D FILED ON DECEMBER 3,
1999 AND AMENDMENT NO. 2 TO SCHEDULE 13D FILED ON JANUARY 26, 2000.
ITEM 1. SECURITY AND ISSUER
Securities acquired: Common Stock, par value $0.01 ("Common Stock")
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Issuer: Specialty Catalog Corp.
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Principal Executive Officers:
21 Bristol Drive South Easton, Massachusetts 02375
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ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule is being filed jointly by the following reporting
persons (hereinafter sometimes collectively referred to as the "Reporting
Persons") pursuant to an Agreement of Joint Filing attached hereto as Exhibit A:
(i) Golub PS-GP, LLC, a Delaware limited liability company;
(ii) LEG Partners III SBIC, L.P., a Delaware limited partnership;
(iii) Lawrence E. Golub, a United States citizen.
(b), (c) and (f) Each of the Reporting Persons has a business address
of 230 Park Avenue, New York, New York 10169.
LEG Partners III SBIC, L.P. is a privately owned investment partnership
which is in the business of acquiring for investment and trading purposes,
securities and other financial instruments.
Golub PS-GP, LLC is a privately owned Delaware limited liability
company, the principal business of which is to act as General Partner of LEG
Partners III SBIC, L.P.
Lawrence E. Golub is a United States citizen residing in the State of
New York, whose principal occupation is acting as the Managing Member of Golub
PS-GP, LLC, the General Partner of LEG Partners III SBIC, L.P. Mr. Golub also
may be deemed to a controlling person of certain other private investment funds
and managed accounts which as of the date hereof do not beneficially own any
shares of the Issuer other than as a result, in certain cases, of direct or
indirect ownership of limited partnership interests in LEG Partners III SBIC,
L.P.
(d) No events have occurred which would be required to be reported
under the provisions of this Item.
(e) No events have occurred which would be required to be reported
under the provisions of this Item.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
LEG Partners III SBIC, L.P. used working capital to directly purchase
the Common Stock owned by it in a privately negotiated transaction. The
approximate aggregate amount of funds used by LEG Partners III, SBIC, L.P. to
purchase such securities was $1,958,739.
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CUSIP NO. 84748Q-10-3 PAGE 6 OF 12 PAGES
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ITEM 4. PURPOSE OF THE TRANSACTION
As previously disclosed, affiliates of the Reporting Persons entered
into an Agreement and Plan of Recapitalization and Merger with the Issuer (the
"Merger Agreement"), pursuant to which such affiliates agreed to acquire all
outstanding equity of the Company. Such Merger Agreement was subsequently
terminated because certain conditions could not be satisfied on a timely basis.
The Reporting Persons have since discussed alternative transactions with the
Company, which discussions have not resulted in any additional agreement. The
Reporting Persons do not currently have any proposal or offer outstanding to the
Company that would result in the acquisition of the Company by the Reporting
Persons..
The Reporting Persons intend to continue to evaluate investment in the
Issuer and may in the future discuss with the Issuer agreements which could
result in additional purchases of the Issuer's equity securities, or securities
convertible into its Common Stock, changes in the Issuer's Board of Directors or
management, the sale or recapitalization of the Issuer, or other transactions
which could result in a substantial change in the ownership, management or
capitalization of the Issuer. Based upon such discussions, the Reporting Persons
may take other steps, change their intentions as stated above, acquire
additional securities of the Issuer, or dispose of securities of the Issuer in
the open market or pursuant to private transactions.
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CUSIP NO. 84748Q-10-3 PAGE 7 OF 12 PAGES
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The beneficial ownership of each of the Reporting Persons of Common
Stock of the Issuer as of the date hereof is as follows:
(i) LEG Partners III SBIC, L.P. is the beneficial owner of 602,689
shares of Common Stock, all of which were acquired directly in
a privately negotiated transaction. The total number of shares
of Common Stock beneficially owned by LEG Partners III SBIC,
L.P. represents 13.84% of the shares of Common Stock
outstanding.
(ii) Golub PS-GP, LLC is the beneficial owner of shares of Common
Stock of the Issuer solely as General Partner of LEG Partners
III, SBIC, L.P. Golub PS-GP, LLC has purchased no shares of
Common Stock of the Issuer solely for its own account. By
reason of its interest as General Partner of LEG Partners III
SBIC, L.P., Golub PS-GP, LLC may be deemed to have shared
voting and dispositive power over the 602,689 shares (13.84%)
of Common Stock of the Issuer beneficially owned by such
limited partnership.
(iii) Lawrence E. Golub, by reason of his position as Managing
Member of Golub PS-GP, LLC, which is the General Partner of
LEG Partners III SBIC, L.P., may be deemed to have indirectly
shared voting and dispositive power over the 602,689 shares of
Common Stock of the Issuer beneficially owned by such limited
partnership. Accordingly, Lawrence E. Golub may be deemed the
beneficial owner of an aggregate 602,689 shares representing
13.84% of the Common Stock of the Issuer outstanding.
The Reporting Persons disclaim beneficial ownership of shares held by
certain directors of related parties of the Reporting Persons for all purposes.
The number of shares beneficially owned and the percentage of
outstanding shares represented thereby, for each of the Reporting Persons, have
been computed in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended. The percentages of ownership described above are based on the
4,351,386 outstanding shares of Common Stock of the Issuer reported in the
Issuer's Quarterly Report on Form 10-K for the period ended January 1, 2000.
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CUSIP NO. 84748Q-10-3 PAGE 8 OF 12 PAGES
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(b) LEG Partners III, SBIC, L.P. has the sole power to vote or to
dispose of, or to direct the voting or to direct the disposition of, the Common
Stock of the Issuer beneficially owned by it. Such voting and dispositive power
may be exercised on behalf of LEG Partners III, SBIC, L.P. by its General
Partner, Golub PS-GP, LLC. Accordingly, Lawrence E. Golub may be deemed to have
shared voting and dispositive power over 602,689 shares of the Common Stock of
the Issuer beneficially owned by LEG Partners III, SBIC, L.P.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
As previously disclosed, Steven L. Bock, Samuel L. Katz, Martin E.
Franklin, Guy Naggar, First Global Holdings LDC, Oracle Investment & Holdings
Limited and Ionic Holdings LDC (collectively, the "Stockholders," and each
singly, a "Stockholder") each entered into a Stockholders Agreement with GAI and
Purchaser simultaneously with the signing of the Letter of Intent dated December
2, 1999. Such Stockholders Agreement, which provided generally that each
Stockholder would vote or otherwise commit his or its shares in support of the
Merger, was terminated by its terms upon the termination of the Merger Agreement
described in Item 4 hereof.
Except as set forth hereinabove, there are no contracts, arrangements,
understandings or relationships between the Reporting Persons with respect to
the securities of the Issuer reported upon by this report.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Agreement of Joint Filing
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CUSIP NO. 84748Q-10-3 PAGE 9 OF 12 PAGES
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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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
LEG Partners III, SBIC, L.P.
By: Golub PS-GP, LLC
Its General Partner
By: /s/ Lawrence E. Golub
---------------------------------
Lawrence E. Golub, Managing Member
Dated as of: April 21, 2000
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CUSIP NO. 84748Q-10-3 PAGE 10 OF 12 PAGES
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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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
GOLUB PS-GP, LLC
By: /s/ Lawrence E. Golub
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Lawrence E. Golub, Managing Member
Dated as of: April 21, 2000
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CUSIP NO. 84748Q-10-3 PAGE 11 OF 12 PAGES
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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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
By:/s/ Lawrence E. Golub
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Lawrence E. Golub, Individually
Dated as of: April 21, 2000
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CUSIP NO. 84748Q-10-3 PAGE 12 OF 12 PAGES
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EXHIBIT A
AGREEMENT OF JOINT FILING
SPECIALTY CATALOG CORP.
COMMON STOCK, PAR VALUE $0.01
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby confirm the agreement by and among them
to the joint filing on behalf of each of them of a Statement on Schedule 13D,
and any and all amendments thereto, with respect to the above referenced
securities and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
this 21st day of April, 2000.
LEG Partners III, SBIC, L.P.
By: Golub PS-GP, LLC
Its General Partner
By: /s/ Lawrence E. Golub
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Lawrence E. Golub, Managing Member
GOLUB PS-GP, LLC
By: /s/ Lawrence E. Golub
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Lawrence E. Golub, Managing Member
By: /s/ Lawrence E. Golub
----------------------------------------
Lawrence E. Golub, Individually
