As Filed with the Securities and Exchange Commission on March 24, 1995
Registration No. 33-89718
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
FREDERICK'S OF HOLLYWOOD, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 95-2666265
(State or other Jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
6608 Hollywood Boulevard
Los Angeles, California 90028
(213) 466-5151
(Address, including Zip Code, and telephone number,
including area code, of Registrant's principal executive office)
John B. Hatfield
Executive Vice President
Frederick's of Hollywood, Inc.
6608 Hollywood Boulevard
Los Angeles, California 90028
(Name, address, including Zip Code, and telephone number,
including area code, of Registrant's Agent of Service of Process)
COPIES OF COMMUNICATIONS TO:
Morton R. Field Esq.
1880 Century Park East, 5th Floor
Los Angeles, California 90067
(310) 553-5050
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: ___
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: _X_
SUBJECT TO COMPLETION, DATED MARCH 24, 1995
PROSPECTUS
FREDERICK'S OF HOLLYWOOD, INC.
500,000 Shares of Class B Capital Stock
($1.00 Par Value)
The shares of non-voting Capital Stock ("Class B Stock") of Frederick's of
Hollywood, Inc. (the "Company") covered by this Prospectus are outstanding
shares which are being offered and sold for the account of the Selling
Shareholders set forth under "Selling Shareholders." The Company will
receive no part of the proceeds from the sale of the Class B Stock. The
Selling Shareholders will pay all expenses of the offering as well as all
applicable stock transfer taxes and underwriting and brokerage commissions.
The Class B Stock registered hereby may be offered for sale from time to time
on the New York Stock Exchange ("NYSE") and in the over-the-counter market or
otherwise at market prices prevailing at the time of sale or at negotiated
prices, and without payment of any underwriting discounts or commissions
except for usual and customary selling commissions paid to brokers or
dealers. All expenses incurred in connection with the registration of Class
B Stock held by the Selling Shareholders, estimated at $13,341.00 will be
borne by the Selling Shareholders.
The Class B Stock offered hereby are listed on the NYSE. On March 20, 1995,
the composite closing price per share of Class B Stock of the Company was
$5.00 per share (which composite includes trades on the NYSE and other
transactions reported by the National Association of Securities Dealers).
The principal executive offices of the Company are located at 6608 Hollywood
Boulevard, Los Angeles, California 90028 (telephone 213-466-5151).
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
March 24, 1995
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 2
THE COMPANY 3
SELLING SHAREHOLDERS 3
USE OF PROCEEDS 3
PLAN OF DISTRIBUTION 4
LEGAL MATTERS 4
EXPERTS 4
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission
(the "Commission"). The reports and other information filed by the Company
with the Commission can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices at 7 World
Trade Center, New York, New York 10048, and Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material also can be obtained from the Public Reference Section of the
Commission, Washington, D.C. 20549, at prescribed rates. In addition,
material filed by the Company can be inspected at the offices of the NYSE,
20 Broad Street, New York, New York 10005, on which the Company's Class B
Stock is listed.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with any amendments thereto, the "Registration Statement")
under the Securities Act of 1933 (the "Securities Act") with respect to the
securities covered by this Prospectus. This Prospectus does not contain all
the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is made to the Registration
Statement and the exhibits filed as part thereof. Statements contained herein
concerning any document filed as an exhibit to the Registration Statement.
Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company (File No.
1-8252) pursuant to the Exchange Act are incorporated by reference in this
Registration Statement:
1. The Company's Annual Report on Form 10-K for the year ended September
3, 1994 (the Company's 10-K) filed on November 22, 1994;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
December 3, 1994 filed on January 13, 1995;
3. The Company's Proxy Statement for the Annual Meeting of Shareholders
held on February 2, 1995 filed on December 15, 1994; and
4. The description of the Company's Class B Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
September 23, 1993, Registration No. 1-8252.
All documents and reports subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents or reports. Any statement
contained in a document incorporated or deemed to be incorporated by reference
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. Such documents (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference)
are available to any person to whom this Prospectus is delivered, on written
or oral request, without charge, directed to Frederick's of Hollywood, Inc.,
6608 Hollywood Boulevard, Los Angeles, California 90028 (telephone number
(213) 466-5151), attention: John B. Hatfield.
No dealer, salesman or any other person has been authorized to give any
information or to make any representation not contained in this Prospectus,
and, if given or made, such information and representation must not be relied
upon as having been authorized by the Company. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any state to any person to whom it is unlawful
to make such offer in such state. Neither the delivery of this Prospectus
nor any sales made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company since
the date hereof.
THE COMPANY
Frederick's of Hollywood, Inc. (the "Company") is a specialty retailer of
women's apparel merchandise through mail order catalogs and through its
retail stores located in 39 states. The Company, a Delaware corporation,
has its executive offices at 6608 Hollywood Boulevard, Los Angeles,
California 90028 and its telephone number is (213) 466-5151.
SELLING SHAREHOLDERS
The 500,000 Class B Stock of the Company described in this Prospectus are
owned by the Frederick N. Mellinger Trust ("F.N. Trust"), and the Harriett R.
Mellinger Trust ("H.M. Trust"). The shares of Class B Stock proposed to be
sold hereunder were acquired by the F.N. Trust and the H.M. Trust upon the
death of Frederick N. Mellinger and Harriett R. Mellinger, founders of the
Company. The shares were initially acquired by the founders in 1962 when the
Company was incorporated. The F.N. Trust and the H.M. Trust are the Controlling
Shareholders of the Company by virtue of their beneficial ownership of an
aggregate of 41.3 percent of the outstanding voting Class A Capital Stock of
the Company.
<TABLE>
Number of
Shares of
Class B
Holdings Immediately Stock
Name and Address Prior to this Offerings Being Sold Holdings After Offering
Class A Stock Class B Stock % of Class
Class A Stock Class B Stock B Stock
<S> <C> <C> <C> <C> <C> <C>
Frederick N.
Mellinger Trust 820,193 1,610,886 250,000 820,193 1,360,886 23.05
Harriet M.
Mellinger Trust 463,066 1,610,918 250,000 463,066 1,360,918 23.05
</TABLE>
USE OF PROCEEDS
The Company will receive none of the proceeds from the sale of shares being
offered by the Selling Shareholders.
PLAN OF DISTRIBUTION
The shares of Class B Stock offered by the Selling Shareholders may be
offered for sale from time to time at market prices prevailing at the time of
sale or at negotiated prices and without payment of any underwriting
discounts or commissions except for usual and customary selling commission
paid to brokers or dealers.
Under the Exchange Act and the regulations thereto, any person engaged in a
distribution of the shares of Class B Stock of the Company offered by this
Prospectus may not simultaneously engage in market making activities with
respect to the Class B Stock of the Company during the applicable "cooling
off" periods prior to the commencement of such distribution. In addition,
and without limiting the foregoing, each Selling Shareholder will be subject
to applicable provisions of the Exchange Act and the rules and regulations
thereunder including, without limitation, Rules 10b-6 and 10b-7, which
provisions may limit the timing of purchase and sale of Class B Stock by the
Selling Shareholders.
The Selling Shareholders have advised the Company that they intend, from time
to time, to sell their shares of Class B Stock on an appropriate securities
exchange at prices then prevailing or in private sales at negotiated prices.
Sales made upon a securities exchange will be made in regular brokerage
transactions and applicable brokerage commissions will be paid. In making
any such sales, each such security holder or dealer may be deemed to be an
underwriter within the meaning of the Securities Act.
The Class B Stock is listed and traded on the New York Stock Exchange. On
March 20, 1995, the composite's last sales price of the Class B Stock on the
New York Stock Exchange was $5.00 per share.
LEGAL MATTERS
Certain legal matters in connection with the Class B Stock being registered
hereby are being passed upon for the Company by Spensley Horn Jubas & Lubitz,
Los Angeles, California. Morton R. Field, a director of the Company, is a
partner of Spensley Horn Jubas & Lubitz and beneficially owns 1,092 shares of
Class B Stock and 546 shares of Class A Capital Stock.
EXPERTS
The consolidated financial statements and related supporting schedules
included in the Annual Report on Form 10-K have been incorporated by
reference herein and elsewhere in the Registration Statement in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public
accountants, and upon the authority of such firm as experts in accounting and
auditing.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The Company's Certificate of Incorporation limits, to the maximum extent
permitted by the Delaware General Corporation Law ("Delaware Law"), the
personal liability of directors for monetary damages for breach of their
fiduciary duties as directors. The Company's By-Laws provide that the
Company shall indemnify its officers and directors and may indemnify its
employees and other agents to the fullest extent permitted by law. The
Company has entered into indemnification agreements with its directors and
officers containing provisions that are in some respects broader than the
specific indemnification provisions contained in Delaware law. The
indemnification agreements may require the Company, among other things, to
indemnify such directors and officers against certain liabilities that may
arise by reason of their status or service as directors or officers (other
than liabilities arising from willful misconduct of a culpable nature), to
advance their expenses incurred as a result of any proceeding against them
as to which they could be indemnified, and to obtain dreictors' and
officers' insurance, if available on reasonable terms. The Company believes
that these agreements are necessary to attract and retain qualified
persons as directors and officers.
Section 145 of the Delaware Law provides that a corporation may indemnify a
director, officer, employee or agent made or threatened to be made a party
to an action by reason of the fact that he was a director, officer, employee
or agent of the corporation or was serving at the request of the corporation
against expenses actually and reasonably incurred in connection with such
action if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.
Delaware Law does not permit a corporation to eliminate a director's duty of
care, and the indemnification provisions contained in the Company's
Certificate of Incorporation have no effect on the availability of equitable
remedies, such as injunction or rescission, for a director's breach of the
duty of care. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions and agreement, the Company
has been informed that, in the opinion of the staff of the Securities and
Exchange Commission, such indemnification is against public policy as expresed
in the Securities Act and is therefore unenforceable.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent of the Company where indemnification
will be required or permitted. The Company is not aware of any material or
threatened litigation or proceeding that may result in a claim for such
indemnification.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospects any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) For purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No.1
to its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, State of California on
March 23, 1995.
FREDERICK'S OF HOLLYWOOD, INC.
By: George W. Townson
George W. Townson,
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No.1 to its Registration Statement has been signed on March 23, 1995 by the
following persons in the capacities indicated.
Signatures Title
George W. Townson Chairman of the Board, President
Chief Executive Officer and Director
George W. Townson (Principal Executive Officer)
John B. Hatfield Executive Vice President, Secretary
and Treasurer (Principal Financial
John B. Hatfield and Accounting Officer)
Hugh V. Hunter Director
Hugh V. Hunter
Director
William J. Barrett
*Sylvan Lefcoe Director
Sylvan Lefcoe
Morton R. Field Director
Morton R. Field
*Richard O. Starbird Director
Richard O. Starbird
*Merle A. Johnston Director
Merle A. Johnston
*By:Morton R. Field Director
Morton R. Field, Attorney-in-Fact
