SCHEDULE 13D
Amendment No. 1
Three D Departments, Inc.
Class A Common Stock
Cusip # 885539205
Filing Fee: No
Cusip # 885539205
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: 17,050
Item 8: None
Item 9: 17,050
Item 10: None
Item 11: 17,050
Item 13: 1.21%
Item 14: HC
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 A 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 FMR Corp., a Massachusetts Corporation
("FMR"). A separate Schedule 13D 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"). 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 advisor which is
registered under Section 203 of the Investment Advisors 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 advisor 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 advisor 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.
FIL is an investment advisor 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. 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.
Various foreign-based subsidiaries of FIL are also engaged in investment
management. The principal office of FIL is located at Pembroke Hall, 42 Crow
Lane, Hamilton, Bermuda.
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.
The Shares to which this statement relates are owned directly by Edward
C. Johnson 3d.
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.
AVIV purchased in the aggregate 145,478 Shares for cash in the amount of
approximately $664,597 including brokerage commission. AVIV used its own
assets in making such purchases and no part of the purchase price is
represented by borrowed funds. Proceeds from 145,478 Shares sold aggregated
approximately $181,848.
The FMR Account purchased in the aggregate 36,822 Shares for cash in the
amount of approximately $832,815, including brokerage commission. The FMR
Account used its own assets in making such purchases and no part of the
purchase price is represented by borrowed funds. Proceeds from 36,822 Shares
sold aggregated approximately $46,028. The attached Schedule B sets forth
Shares purchased and/or sold since August 26, 1994.
FIL purchased in a private transaction 74,494 Shares for cash in the
amount of approximately $130,365. Proceeds from 74,494 Shares sold aggregated
approximately $93,117.
Accounts of Edward C. Johnson 3d or his family members which own or
owned Shares purchased in the aggregate 62,050 Shares for cash in the amount
of approximately $108,587, 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 45,000 Shares sold
aggregated approximately $78,200.
Item 4. Purpose of Transaction.
The purpose of Fidelity in having the Fidelity Funds and the 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 Trustees of the Fidelity Funds and by the investors in the Accounts.
Fidelity may continue to have the Fidelity Funds and the Accounts
purchase Shares subject to a number of factors, including, among others, the
availability of Shares of sale at what they consider to be reasonable prices
and other investment opportunities that may be available to the Fidelity Funds
and Accounts.
Fidelity intends to review continuously the equity position of the
Fidelity 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, Fidelity may determine 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.
Fidelity has 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 of 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, beneficially own all 17,050
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) FMR no longer beneficially owns any Shares. Edward C. Johnson 3d
owns, in accounts for his benefit or the benefit of an Edward C. Johnson 3d
family member, 17,050 Shares or approximately 1.21% of the outstanding Shares
of the Company. Neither FMR, Fidelity, 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, and Edward C. Johnson 3d, are 17,050 Shares, or
approximately 1.21% of the outstanding Shares of the Company.
(b) Edward C. Johnson 3d has sole voting and dispositive power over
17,050 Shares, shared voting and dispositive power over 0 Shares, and no
voting and dispositive power over 0 Shares.
(c) Except as set forth in Schedule B, neither FMR, or any of its
affiliates, nor, to the best knowledge of FMR, any of the persons named in
Schedule A hereto has effected any transaction in Shares during the past sixty
(60) days.
Item 6. Contract, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Inasmuch as FMR is no longer the beneficial owner of more than 5% of the
number of shares outstanding, FMR 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.
Not Applicable.
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.
FMR Corp.
DATE: November 23, 1994 By: /s/Arthur Loring
David C. Weinstein
Clerk - FMR Corp.
SCHEDULE A
The name and present principal occupation or employment of each
executive officer and director of FMR Corp. are set forth below. The business
address of each person is 82 Devonshire Street, Boston, Massachusetts 02109,
and the address of the corporation or organization in which such employment is
conducted is the same as his business address. All of the persons listed
below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President, Chairman of the
Director, CEO Board and CEO, FMR
Chairman &
Mng. Director
J. Gary Burkhead Director President-Fidelity
Caleb Loring, Jr. Director, Director, FMR
Mng. Director
James C. Curvey Director, Sr. V.P., FMR
Sr. V.P.
William L. Byrnes Vice Chairman Vice Chairman, FIL
Director & Mng.
Director
Robert C. Pozen Sr. V.P. & Gen'l Sr. V.P. & Gen'l
Counsel Counsel, FMR
Mark Peterson Exec. Exec.
V.P.-Management V.P.-Management
Resources Resources, FMR
Denis McCarthy Sr. Vice Pres. - Vice Pres., Chief
Chief Financial Financial Officer,
Officer FMR
SCHEDULE B
Three D Departments, Inc.
The FMR Account 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 36,822 $1.25
