SCHEDULE 13D
Amendment No. 2
Three D Departments, Inc.
Class B common stock
Cusip # 885539106
Filing Fee: No
Cusip # 885539106
Item 1: Fidelity International Limited
Item 4: PF
Item 6: Bermuda
Item 7: None
Item 8: None
Item 9: None
Item 10: None
Item 11: 0
Item 13: 0.00%
Item 14: HC, IA
PREAMBLE
The filing of this Schedule 13D is not, and should not be deemed to be,
an admission that such Schedule 13D is required to be filed. See the
discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the Class B Common Stock, $0.25 par
value (the "Shares") of Three D Departments, Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at
3200 Bristol Street, Costa Mesa, CA 92626.
Item 2. Identity and Background.
This statement is being filed by Fidelity International Limited, a
Bermuda joint stock company incorporated for an unlimited duration by private
act of the Bermuda legislature ("FIL"). A separate Schedule 13D is being
filed by FMR Corp., a Massachusetts Corporation ("FMR"), with respect to the
Shares. FIL is an investment adviser which provides investment advisory and
management services to a number of non-U.S. investment companies or instrument
trusts (the "International Funds") and certain institutional investors. The
principal office of FIL is located at Pembroke Hall, 42 Crow Lane, Hamilton,
Bermuda.
FMR is a holding company one of whose principal assets is the capital
stock of a wholly-owned subsidiary, Fidelity Management & Research Company
("Fidelity"), which is also a Massachusetts corporation. Fidelity is an
investment adviser which is registered under Section 203 of the Investment
Advisers Act of 1940 and which provides investment advisory services to more
than 30 investment companies which are registered under Section 8 of the
Investment Company Act of 1940 and serves as investment adviser to certain
other funds which are generally offered to limited groups of investors (the
"Fidelity Funds"). Fidelity Management Trust Company ("FMTC"), a wholly-owned
subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the
Securities Exchange Act of 1934, serves as trustee or managing agent for
various private investment accounts, primarily employee benefit plans and
serves as investment adviser to certain other funds which are generally
offered to limited groups of investors (the "Accounts"). Various directly or
indirectly held subsidiaries of FMR are also engaged in investment management,
venture capital asset management, securities brokerage, transfer and
shareholder servicing and real estate development. The principal offices of
FMR, Fidelity, and FMTC are located at 82 Devonshire Street, Boston,
Massachusetts 02109.
Prior to June 30, 1980, FIL was a majority-owned subsidiary of Fidelity.
On that date, the shares of FIL held by Fidelity were distributed as a
dividend, to the shareholders of FMR. FIL currently operates as an entity
independent of FMR and Fidelity. The International Funds and FIL's other
clients, with the exception of Fidelity and an affiliate of Fidelity, are non-
U.S. entities.
Edward C. Johnson 3d owns 24.9% of the outstanding voting common stock
of FMR. In addition, a partnership controlled by Mr. Johnson and members of
his family own shares of FIL voting stock with the right to cast approximately
47.22% of the total votes which may be cast by all holders of FIL voting
stock. Mr. Johnson 3d is Chairman of FMR Corp. and FIL. FMR Corp. and FIL
are separate and independent corporate entities. FMR Corp. and FIL are
managed independently and their boards of Directors are generally composed of
different individuals. Their investment decisions are made independently, and
clients are different organizations. The business address and principal
occupation of Mr. Johnson 3d is set forth in Schedule A hereto.
Effective July 1, 1993, Fidelity became sub-advisor to American Values
IV (Bermuda) Ltd. ("AVIV"), and Domestic Values Fund (the "FMR Account").
AVIV is a closed end investment company established under the Companies
Act, 1981 of Bermuda, as amended. Its principal office is at Pembroke Hall,
42 Crow Lane, Hamilton, Bermuda. The investment manager of AVIV is FIL. The
FMR Account is maintained by FMR.
FMR and FIL are of the view that they are not acting as a "group" for
purposes of Section 13(d) under the Securities Exchange Act of 1934 (the "1934
Act") and that they are not otherwise required to attribute to each other the
"beneficial ownership" of securities "beneficially owned" by the other
corporation within the meaning of Rule 13d-3 promulgated under the 1934 Act.
Therefore, they are of the view that the Shares held by the other corporations
need not be aggregated for purposes of Section 13(d). However, FMR is making
this filing on a voluntary basis as if all of the Shares are beneficially
owned by FMR and FIL on a joint basis.
The name, residence or business address, principal occupation or
employment and citizenship of each of the executive officers and directors of
FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in this Item 2 or
listed on Schedule A has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to any civil
proceeding and as a result thereof was or is subject to any judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The International Funds and accounts which own or owned Shares purchased
in the aggregate 73,655 Shares for cash in the amount of approximately
$350,971, including brokerage commissions. The International Funds and
accounts used their own assets in making such purchase and no part of the
purchase price is represented by borrowed funds. Proceeds from 73,655 Shares
sold aggregated approximately $101,276.
AVIV which own or owned Shares purchased in the aggregate 73,655 Shares
for cash in the amount of approximately $350,971, including brokerage
commissions. AVIV used its own assets in making such purchase and no part of
the purchase price is represented by borrowed funds. Proceeds from 73,655
Shares sold aggregated approximately $101,276. The attached Schedule B sets
forth Shares purchased and/or sold since August 26, 1994.
FIL purchased in a private transaction 72,707 Shares for cash in the
amount of approximately $127,237. Proceeds from 72,707 Shares sold aggregated
approximately $100,336. The attached Schedule B sets forth Shares purchased
and/or sold since August 26, 1994.
The FMR Account which own or owned Shares purchased in the aggregate
18,645 Shares for cash in the amount of approximately $88,829, including
brokerage commissions. The FMR Account used its own assets in making such
purchase and no part of the purchase price is represented by borrowed funds.
Proceeds from 18,645 Shares sold aggregated approximately $25,637.
Accounts of Edward C. Johnson 3d or his family members which own or
owned Shares purchased in the aggregate 60,561 Shares for cash in the amount
of approximately $105,982, including brokerage commissions. Edward C. Johnson
3d used his own assets in making such purchase and no part of the purchase
price is represented by borrowed funds. Proceeds from 60,561 Shares sold
aggregated approximately $104,596.
Item 4. Purpose of Transaction.
The purpose of FIL or its subsidiaries in having the International Funds
and accounts purchase Shares (see Item 5 below) is to acquire an equity
interest in the Company in pursuit of specified investment objectives
established by the Board of Directors of the International Funds.
FIL or its subsidiaries may continue to have the International Funds and
accounts purchase Shares subject to a number of factors, including, among
others, the availability of Shares for sale at what FIL or its subsidiaries
considers to be reasonable prices and other investment opportunities that may
be available to the International Funds and accounts.
FIL and its subsidiaries intend to review continuously the equity
position of the International Funds and accounts in the Company. Depending
upon future evaluations of the business prospects of the Company and upon
other developments, including, but not limited to, general economic and
business conditions and money market and stock market conditions, FIL and its
subsidiaries may determine to cause the International Funds to cease making
additional purchases of Shares or to increase or decrease the equity interest
in the Company by acquiring additional Shares, or by disposing of all or a
portion of the Shares.
FIL and its subsidiaries have no present plan or proposal which relates
to or would result in (i) an extraordinary corporate transaction, such as a
merger, reorganization, liquidation, or sale or transfer of a material amount
of assets involving the Company or any of its subsidiaries, (ii) any change in
the Company's present Board of Directors or management, (iii) any material
changes in the Company's present capitalization or dividend policy or any
other material change in the Company's business or corporate structure, (iv)
any change in the Company's charter or by-laws, or (v) the Company's common
stock becoming eligible for termination of its registration pursuant to
Section 12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Although Item 5 assumes that FMR, Fidelity, and FIL beneficially own all
0 Shares, reference is made to Item 2 for a disclaimer of beneficial ownership
with respect to the securities which are "beneficially owned" by the other
corporations.
(a) FIL no longer beneficially owns any Shares of the Company. FMR
beneficially owns, through its own account ("FMR Account") 0 Shares, or
approximately 0.00% of the outstanding Shares of the Company, and through
Fidelity, as investment adviser to the Fidelity Funds, 0 Shares, or
approximately 0.00% of the outstanding Shares of the Company, and through
FMTC, the managing agent for the Accounts, 0 Shares, or approximately 0.00% of
the outstanding Shares of the Company. Edward C. Johnson 3d owns, in accounts
for his benefit or the benefit of an Edward C. Johnson 3d family member, 0
Shares or approximately 0.00% of the outstanding Shares of the Company.
Neither FMR, Fidelity, FMTC, Edward C. Johnson 3d, nor any of its affiliates
nor, to the best knowledge of FMR, any of the persons name in Schedule A
hereto, beneficially owns any other Shares. The combined holdings of FMR,
Fidelity, FMTC, AVIV, the FMR Account, FASST, Edward C. Johnson 3d, and FIL
are 0 Shares, or approximately 0.00% of the outstanding Shares of the Company.
Item 6. Contract, Arrangements, Understandings or Relationships With
Respect to Securities
of the Issuer.
Inasmuch as FIL is no longer the beneficial owner of any of the number
of shares outstanding, FIL has no further reporting obligation under Section
13(d) of the Securities Exchange Act of 1934 or the rules and regulations
promulgated by the Securities and Exchange Commission thereunder. This
statement speaks as of its date, and no inference should be drawn that no
change has occurred in the facts set forth herein after the date hereof.
Item 7. Material to be Filed as Exhibits.
Power of Attorney.
This statement speaks as of its date, and no inference should be drawn
that no change has occurred in the facts set forth herein after the date
hereof.
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.
Fidelity International Limited
DATE: November 23, 1994 By /s/Arthur Loring
Frank V. Knox
V.P. Ethics & Compliance Officer
Under Power of Attorney Dated
11/2/94 by Arthur S. Loring
SCHEDULE A
POSITION WITH PRINCIPAL
NAME AND ADDRESS INTERNATIONAL OCCUPATION
Edward C. Johnson 3d Director & Chairman of the Board Chief Executive
82 Devonshire Street Officer-FMR Corp.
Boston, MA 02109
Barry J. Bateman Director Chief Executive
25 Lovat Lane Officer-Fidelity
London, England International Ltd.
EC3R 8LL
William L. Byrnes Director Vice Chairman-
82 Devonshire Street FMR Corp.
Boston, MA 02109
Martin P. Cambridge Chief Financial Officer CFO-Fidelity
Oakhill House International Limited
130 Tonbridge Road
Hildenborough, Kent,
TN119DZ
Charles T. M. Collis Director, V.P., & Secretary Private Attorney
P.O. Box HM 391
Hamilton HMBX, Bermuda
Glen R. Moreno Director Director-Fidelity
25 Lovat Lane International Ltd.
London, England
EC3R 8LL
David J. Saul Director Executive V.P. &
P.O. Box 650 President-Fidelity
Hamilton, Bermuda Bermuda, a division
of Fidelity
International Ltd.
Messrs. Johnson 3d, Byrnes, and Moreno are United States citizens and
Messrs. Cambridge, Collis, Saul, and Bateman are citizens of the United
Kingdom.
SCHEDULE B
Three D Departments, Inc.
AVIV sold Shares since August 26, 1994 at the dates and at the prices set
forth below. The transactions were made for cash in open market transactions
or with other investment companies with the same or an affiliated investment
advisor.
DATE SHARES PRICE
10-25-94 73,655 $1.38
SCHEDULE B
Three D Departments, Inc.
FIL sold Shares since August 26, 1994 at the dates and at the prices set forth
below. The transactions were made for cash in open market transactions or
with other investment companies with the same or an affiliated investment
advisor.
DATE SHARES PRICE
10-25-94 72,707 $1.38
