SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Liz Claiborne, Inc.
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
539320101
(Cusip Number)
J. Taylor Crandall
201 Main Street, Suite 3100
Fort Worth, Texas 76102
(817) 390-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 13, 1999
(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), 13d-1(f) or 13d-1(g), check the
following box [ ].
*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).
**The total number of shares reported herein is 4,848,500, which constitutes
approximately 7.9% of the total number of shares outstanding. All ownership
percentages set forth herein assume that there are 61,413,663 shares
outstanding.
<PAGE>
1. Name of Reporting Person:
Alpine Capital, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 4,813,500 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 4,813,500 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,813,500
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.8%
14. Type of Reporting Person: PN
- ------------
(1) Power is exercised through its two general partners, Robert W. Bruce III
and Algenpar, Inc.
<PAGE>
1. Name of Reporting Person:
Robert W. Bruce III
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 4,848,500 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 4,848,500 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,848,500 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.9%
14. Type of Reporting Person: IN
- -------------
(1) Solely in his capacity as one of two general partners of Alpine Capital,
L.P., with respect to 4,813,500 shares, and in his capacity as a principal
of The Robert Bruce Management Co., Inc., which has shared investment
discretion over shares owned by The Anne T. and Robert M. Bass Foundation,
with respect to 35,000 Shares.
<PAGE>
1. Name of Reporting Person:
Algenpar, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 4,813,500 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 4,813,500 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,813,500 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.8%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its President, J. Taylor Crandall.
(2) Solely in its capacity as one of two general partners of Alpine Capital,
L.P.
<PAGE>
1. Name of Reporting Person:
J. Taylor Crandall
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 4,848,500 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 4,848,500 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,848,500 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.9%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as President and sole stockholder of Algenpar, Inc.,
which is one of two general partners of Alpine Capital, L.P., with respect
to 4,813,500 shares, and in his capacity as a director of The Anne T. and
Robert M. Bass Foundation, with respect to 35,000 shares.
<PAGE>
1. Name of Reporting Person:
The Anne T. and Robert M. Bass Foundation
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 35,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 35,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
35,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its three directors, Anne T. Bass, Robert M.
Bass and J. Taylor Crandall and through Robert W. Bruce in his capacity as
a principal of The Robert Bruce Management Co., Inc., which has shared
investment discretion over shares owned by The Anne T. and Robert M. Bass
Foundation.
<PAGE>
1. Name of Reporting Person:
Anne T. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 35,000 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 35,000 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
35,000 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: IN
- ------------
(1) Solely in her capacity as a director of The Anne T. and Robert M. Bass
Foundation.
<PAGE>
1. Name of Reporting Person:
Robert M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 35,000 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 35,000 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
35,000 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as a director of The Anne T. and Robert M. Bass
Foundation.
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated July 2, 1999, as
amended by Amendment No. 1 dated August 27, 1999 (the "Schedule 13D"), relating
to the Common Stock, Par Value $1.00 Per Share (the "Stock"), of Liz Claiborne,
Inc. Unless otherwise indicated, all defined terms used herein shall have the
same meanings respectively ascribed to them in the Schedule 13D.
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
Paragraph (a) of Item 2 hereby is partially amended by adding at the end
thereof the following:
The Anne T. and Robert M. Bass Foundation, a Texas non-profit corporation
("Foundation"), Robert M. Bass ("R. Bass") and Anne T. Bass ("A. Bass") hereby
join this filing because they may be deemed to constitute a "group" with the
Reporting Persons within the meaning of Section 13(d)(3) of the Act, although
neither the fact of this filing nor anything contained herein shall be deemed to
be an admission by Foundation, R. Bass or A. Bass or the other Reporting Persons
that a group exists. As used hereinafter, the term "Reporting Persons" shall
also include reference to Foundation, R. Bass and A. Bass.
Paragraphs (b) - (c) of Item 2 hereby are partially amended by adding at
the end thereof the following:
FOUNDATION
Foundation is a Texas non-profit corporation. The principal business
address of the Foundation, which also serves as its principal office, is 201
Main Street, Suite 3100, Fort Worth, Texas 76102.
R. BASS
R. Bass's business address is 201 Main St., Ste. 3100, Fort Worth, Texas
76102, and his principal occupation is President of Keystone, Inc.
("Keystone").
Keystone is a Texas corporation, the principal businesses of which
are investment in marketable securities, real estate investment and development,
ownership and operation of oil and gas properties (through Bass Enterprises
Production Co., the ownership and operation of gas processing plants
and carbon black plants (through various partnerships) and the ownership of
interests in entities engaged in a wide variety of businesses. The principal
business address of Keystone which also serves as its principal office, is
201 Main Street, Suite 3100, Fort Worth, Texas 76012.
A. BASS
A. Bass's residence address is 6221 Westover Drive, Fort Worth, Texas
76107, and she is not presently employed.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
The source and amount of the funds used by the Reporting Persons to
purchase shares are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Alpine Working Capital(1) $191,282,839.35(2)
R. Bruce Not Applicable Not Applicable
Algenpar Not Applicable Not Applicable
Crandall Not Applicable Not Applicable
Foundation Working Capital(1) $ 1,207,255.00
R. Bass Not Applicable Not Applicable
A. Bass Not Applicable Not Applicable
(1) As used herein, the term "Working Capital" includes income from the
business operations of the entity plus sums borrowed from banks and brokerage
firm margin accounts to operate such business in general. None of the funds
reported herein as "Working Capital" were borrowed or otherwise obtained for the
specific purpose of acquiring, handling, trading or voting the shares.
(2) This figure represents the total amount expended by Alpine for all
purchases of the Stock without subtracting sales; therefore, such figure does
not represent Alpine's net investment in the Stock. Alpine's net investment in
the Stock is $170,570,170.11.
Item 4. PURPOSE OF TRANSACTION.
No material change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
ALPINE
The aggregate number of shares that Alpine owns beneficially, pursuant to
Rule 13d-3(d)(1)(i) of the Act, is 4,813,500, which constitutes approximately
7.8% of the outstanding shares of the Stock.
R. BRUCE
Because of his positions as (i) one of two general partners of Alpine, and
(ii) principal of Bruce Management (which has shared investment discretion over
the shares owned by the Foundation), R. Bruce may, pursuant to Rule 13d-3 of the
Act, be deemed to be the beneficial owner of an aggregate of 4,848,500 shares,
which constitutes approximately 7.9% of the outstanding shares of the Stock.
ALGENPAR
Because of its position as one of two general partners of Alpine, Algenpar
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
4,813,500 shares, which constitutes approximately 7.8% of the outstanding shares
of the Stock.
CRANDALL
Because of his positions as President and sole stockholder of Algenpar, one
of two general partners of Alpine, and a director of the Foundation, Crandall
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
4,848,500 shares, which constitutes approximately 7.9% of the outstanding
shares.
FOUNDATION
The aggregate number of shares that Foundation owns beneficially, pursuant
to Rule 13d-3(d)(1)(i) of the Act, is 35,000, which constitutes approximately
<0.1% of the outstanding shares.
A. BASS
Because of her position as a director of Foundation, A. Bass may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 35,000 shares,
which constitutes approximately <0.1% of the outstanding shares.
R. BASS
Because of his position as a director of the Foundation, R. Bass may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
35,000 shares, which constitutes approximately <0.1% of the outstanding shares.
To the best of the knowledge of each of the Reporting Persons, other than
as set forth above, none of the persons named in Item 2 herein is the beneficial
owner of any shares of the Stock.
(b)
ALPINE
Acting through its two general partners, Alpine has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 4,813,500
shares of the Stock.
R. BRUCE
As one of two general partners of Alpine, R. Bruce has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 4,813,500
shares of the Stock. As principal of Bruce Management (which has shared
investment discretion over the shares owned by the Foundation), R. Bruce has
shared power to vote or to direct the vote and to dispose or to direct the
disposition of 35,000 shares of the Stock.
ALGENPAR
As one of two general partners of Alpine, Algenpar has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 4,813,500
shares of the Stock.
CRANDALL
As the President and sole stockholder of Algenpar, which is one of two
general partners of Alpine, Crandall has shared power to vote or to direct the
vote and to dispose or to direct the disposition of 4,813,500 shares of the
Stock. As one of three directors of Foundation, Crandall has shared power to
vote or to direct the vote and to dispose or to direct the disposition of 35,000
shares of the Stock.
FOUNDATION
Acting through its three directors and R. Bruce (as principal of Bruce
Management which exercises shared investment discretion over the shares owned by
the Foundation), Foundation has the sole power to vote or to direct the vote and
to dispose or to direct the disposition of 35,000 shares.
A. BASS
As one of three directors of Foundation, A. Bass has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 35,000
shares.
R. BASS
As one of three directors of Foundation, R. Bass has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 35,000
shares.
(c) Since the last filing, Alpine and Foundation have purchased shares of
the Stock in open market transactions on the New York Stock Exchange as follows:
REPORTING NO. OF SHARES PRICE PER
PERSON DATE PURCHASED UNIT
Alpine 08/30/99 15,000 $38.04
Alpine 08/31/99 39,000 37.28
Alpine 09/01/99 7,500 37.70
Alpine 09/02/99 30,000 37.25
Alpine 09/03/99 75,000 37.30
Alpine 09/07/99 32,000 37.03
Alpine 09/08/99 105,000 36.41
Alpine 09/09/99 50,000 35.79
Alpine 09/09/99 65,000 35.84
Alpine 09/13/99 465,000 34.93
Alpine 09/14/99 17,000 34.50
Alpine 09/14/99 20,000 34.49
Foundation 09/14/99 35,000 34.49
Except as set forth in this paragraph (c), to the best of the knowledge of
each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in the shares since the last filing.
(d) Each of the Reporting Persons affirms that no person other than such
Reporting Person has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares owned by such
Reporting Person.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
No material change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii).
<PAGE>
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: September 15, 1999
ALPINE CAPITAL, L.P.
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Manager
/s/ Robert W. Bruce III
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
/s/ W.R. Cotham
W.R. Cotham,
Attorney-in-Fact for:
THE ANNE T. AND ROBERT M.
BASS FOUNDATION (1)
ANNE T. BASS (2)
ROBERT M. BASS (3)
(1) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
the Anne T. and Robert M. Bass Foundation previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
Anne T. Bass previously has been filed with the Securities and Exchange
Commission.
(3) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
Robert M. Bass previously has been filed with the Securities and Exchange
Commission.
<PAGE> EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith
Exhibit 99.1
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules
and Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned agrees that the statement to
which this Exhibit is attached is filed on behalf of each of them in the
capacities set forth below.
ALPINE CAPITAL, L.P.
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Manager
/s/ Robert W. Bruce III
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
/s/ W.R. Cotham
W.R. Cotham,
Attorney-in-Fact for:
THE ANNE T. AND ROBERT M.
BASS FOUNDATION (1)
ANNE T. BASS (2)
ROBERT M. BASS (3)
(1) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
the Anne T. and Robert M. Bass Foundation previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
Anne T. Bass previously has been filed with the Securities and Exchange
Commission.
(3) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
Robert M. Bass previously has been filed with the Securities and Exchange
Commission.
