SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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 20, 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 35,000, which constitutes less
than 0.1% 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: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.0%
14. Type of Reporting Person: PN
<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: 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 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:
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: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.0%
14. Type of Reporting Person: CO
<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: 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>
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, as amended by Amendment No. 2
dated September 15, 1999 (the "Schedule 13D"), relating to the Common Stock, Par
Value $1.00 Per Share (the "Stock"), of Liz Claiborne, Inc. (the "Issuer").
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.
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
Not Applicable.
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
Alpine is not the beneficial owner of any shares of the Stock.
R. BRUCE
Because of his position as 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 35,000 shares, which constitutes less than 0.1% of the outstanding
shares of the Stock.
ALGENPAR
Algenpar is not the beneficial owner of any shares of the Stock.
CRANDALL
Because of his position as a director of the Foundation, Crandall may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
35,000 shares, which constitutes less than 0.1% of the outstanding shares of the
Stock.
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 less than 0.1%
of the outstanding shares of the Stock.
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 less than 0.1% of the outstanding shares of the Stock.
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 less than 0.1% of the outstanding shares of the
Stock.
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
Alpine has no power to vote or to direct the vote or to dispose or to
direct the disposition of any shares of the Stock.
R. BRUCE
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
Algenpar has no power to vote or to direct the vote or to dispose or to
direct the disposition of any shares of the Stock.
CRANDALL
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 of the Stock.
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 of the Stock.
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 of the Stock.
(c) Since the last filing, Alpine purchased shares of the Stock in open
market transactions on the New York Stock Exchange as follows:
NO. OF SHARES PRICE PER
DATE PURCHASED UNIT
09/15/99 60,000 $34.04
09/16/99 21,000 33.04
On September 20, 1999, Alpine sold 4,894,500 shares of the Stock in a
brokerage transaction at a price of $29.98 per share.
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) On September 20, 1999, the Reporting Persons ceased to be the
beneficial owners of 5% or more of the outstanding shares of Stock.
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 21, 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.
