UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Frederick's of Hollywood, Inc.
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(Name of Issuer)
Class A Common Stock, $1.00 par value
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(Title of Class of Securities)
35582420-2
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(CUSIP Number)
David E. Lipson, Chairman
Royalty Corporation, a Delaware Corporation
225 W. Washington St., Ste. 2150
Chicago, IL 60606
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and communications)
September 24, 1997
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(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(b)(3) or (4), check the following
box / /.
Note. Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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).
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SCHEDULE 13D
CUSIP NO. 35582420-2
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Royalty Corporation
36-4155442 (FEIN)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / X /
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC, AF, BK
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5. CHECK BOX OR 2(e) BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
A Delaware corporation
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7. SOLE VOTING POWER
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,478,258
EACH --------\-----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,478,258
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,478,258
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.04%
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14. TYPE OF REPORTING PERSON *
CO
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SCHEDULE 13D
CUSIP No. 35582420-2
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Monroe Holdings, L.L.C. , a Nevada limited liability company
36-4164569
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / x /
(b) / /
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3. SEC USE ONLY
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4, SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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7. SOLE VOTING POWER
NUMBER OF -------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,478,258
EACH -------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH
-------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,478,258
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,478,258
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.04%
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14. TYPE OF REPORTING PERSON *
OO
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SCHEDULE 13D
CUSIP No. 35582420-2
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1995 Investments, L.L.C., a Nevada limited liability company
36-4164570
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / x/
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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7. SOLE VOTING POWER
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,478,258
EACH ----------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,478,258
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,478,258
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.04%
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14. TYPE OF REPORTING PERSON *
OO
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SCHEDULE 13D
CUSIP No. 35582420-2
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ECC Spice, L.L.C. , a Delaware limited liability company
13-3965940
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / x /
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC, AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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7. SOLE VOTING POWER
NUMBER OF -------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,478,258
EACH ------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH
----------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,478,258
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,478,258
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.04%
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14. TYPE OF REPORTING PERSON *
OO
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ITEM 1. SECURITY AND ISSUER.
The undersigned hereby amends this Statement on Schedule 13D (the
"Schedule 13D") filed by the undersigned relating to the shares of Class A
Common Stock, $1.00 par value per share ("shares"), issued by Frederick's of
Hollywood, Inc., a Delaware Corporation ("Issuer"). This Amendment No. 2 to
Schedule 13D has been filed to reflect the consummation of the purchase of
shares by the undersigned pursuant to the Stock Purchase Agreement described
herein. The previously reported subscription to equity by Trumarq (Asia)
PTE, Ltd. has been rejected and Trumarq (Asia) is no longer a member of the
group created hereby. Unless otherwise indicated, all capitalized terms
used herein shall have the same meaning set forth in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended and restated to read in its
entirety as follows:
Of the funds used for the purchases reported herein, $11.9 million is
derived from a loan to Royalty by Monroe Property Company, an affiliate of
Monroe Holdings, of which $6.0 million was loaned to Monroe Property Company
by Harris Bank & Trust to accomplish the purchases reported herein. The
remaining funds used for such purchases, as well as a purchase of shares of
Class B Common Stock of Frederick's, are derived from Royalty Corporation's
working capital in the aggregate amount of approximately $ 20.76 and
approximately an additional $44 million which will be funded upon
consummation of the Merger from the Filer's existing debt financing sources
described in the Information Statement, as supplemented, described below.
Royalty's working capital is derived from capital contributions made by
members of the Group as follows:
Monroe Holdings $ 9,680,946
1995 Investments 7,660,527
ECC Spice 976,163
Bay View Investors, Ltd. 366,364
Indosuez Partners 2,076,000
Total $ 20,760,000
A prior subscription by Trumarq (Asia) PTE. Ltd has been rejected by
Royalty, with existing members of the Group contributing the shortfall as
an additional capital contribution. Capital contributions from 1995
Investments and Monroe Holdings were made from their working capital and
the capital contribution from ECC Spice was made from its working capital
and from affiliate investments. Prior to the purchases reported herein,
none of the Control Persons had either sole or shared direct or indirect
beneficial ownership of the Issuer's Class A Common Stock.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 of the Schedule 13D is hereby amended and restated to read in its
entirety as follows:
On June 15, 1997, Royalty, Royalty Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of Royalty, and the Issuer entered
into an Agreement and Plan of Merger, as amended on July 28, 1997, and as
further amended September 8, 1997 ("Merger Agreement"), whereby upon the
occurrence of certain specified events, the Issuer would be merged with Royalty
Acquisition Corporation. (The Agreement and Plan of Merger, and the first
amendment thereto were filed with the U. S. Securities and Exchange
Commission ("SEC") by the Issuer on Form 8-K on June 20, 1997 and are
hereby incorporated by reference as though fully set forth herein. Pursuant
to the Merger Agreement, (i) each outstanding share of the Issuer's Class A
Common Stock and Class B Common Stock, each par value $1.00 per share, will
be converted into the right to receive $7.75 in cash, without interest, and
(ii) each share held by the Issuer or any of its subsidiaries or held in the
Issuer's treasury is to be canceled, and no payment is to be made with
respect thereto ("Merger Transaction"). On August 6, 1997 proxy material,
including an information statement (the "Information Statement"), was mailed
via U.S. Postal Service to all of the Issuer's stockholders who held shares
as of July 21, 1997. The Information Statement was filed with the SEC on
August 4, 1997 and is hereby incorporated by reference as though fully set
forth herein.
Royalty Corporation entered into the Stock Purchase Agreement with The
Frederick N. Mellinger Trust and The Harriett R. Mellinger Trust disclosed
herein to acquire shares of Class A Common Stock and Class B Common Stock
for $6.90 per share on August 25, 1997, as supplemented September 3, 1997.
Pursuant to the Stock Purchase Agreement, Royalty was granted an
irrevocable proxy to vote all of the shares subject to the Agreement in
favor of the Merger. As described herein, on September 24, 1997, Royalty
Corporation purchased the shares of Class A Common Stock and Class B Common
Stock of the Issuer pursuant to the Stock Purchase Agreement.
In addition, on September 9, 1997, Royalty purchased an aggregate of 195,000
shares of Class A Common Stock of the Issuer in open market transactions, at
an average purchase rice of $8.21 per share. The primary purpose for
purchasing shares pursuant to the Stock Purchase Agreement and of making the
open market purchases disclosed herein was to enhance the Filers' ability to
consummate the Merger. Except as disclosed herein or in the Consent
Solicitation Statement, as supplemented by additional solicitation materials
which were mailed to stockholders of the Issuer on September 19, 1997 (which
additional solicitation materials were filed with the SEC on September 18,
1997 and are incorporated by reference as though fully set forth herein),
Royalty has taken no action to direct the actions of management or the Board
of Directors of the Issuer.
The Filers intend to acquire all the shares of both the Class A Common
Stock and Class B Common Stock of the Issuer for cash pursuant to the Merger
Agreement and to reconstitute the Board of Directors of the Issuer, as
described in the Information Statement, as supplemented, after consummation
of the Merger. As a result of the Merger, the Issuer will become privately
held, and consequently will be delisted from the New York Stock Exchange
and will terminate its registration pursuant to Section 12g-4 of the
Securities Exchange Act.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and restated to read in its
entirety as follows:
(a)-(b) Royalty has direct beneficial ownership, and the members of the
Group, Monroe Holdings, 1995 Investments, ECC Spice, Bayview Investors,
LTD, and Indosuez FOH Partners, share indirect beneficial ownership, of
1,478,258 shares (50.04%) of the Issuer's Class A Common Stock. Each of the
members of the Group has deposited all of its respective shares of Royalty
and rights thereto into a voting trust which vests all voting and
dispositive power of the securities of Royalty to the Trustees ("Voting
Trust"). The Trustees of this Voting Trust are David E. Lipson, Nadine E.
Lipson, Laurence E. Lipson, and Suzanne L. Saxman whose majority vote deter
estment decisions of the stockholders of Royalty. The Board of Directors of
Royalty, David E. Lipson and John H. Friedman have the power to direct
corporate action of Royalty at the board level.
(c) Except for the shares disclosed herein, none of the Filers or
Control Persons have purchased shares of the Company's Class A Common
Stock within the past 60 days.
Date of Purchase Number of Shares Price Per Share How Effected
- ----------------- ---------------- --------------- -------------
8/25/97 1,283,258* $6.90 Private Sale
9/9/97 195,000 $8.21** Open Market Purchases
* Royalty Corporation entered into the Stock Purchase Agreement to purchase
463,066 shares of Class A Common Stock from the Harriett R. Mellinger Trust
and 820,192 shares of Issuer's Class A Common Stock from the Frederick N.
Mellinger
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Trust on or prior to the Merger Deadline (as defined in the Merger
Agreement) pursuant to the Stock Purchase Agreement dated August 25, 1997,
as supplemented September 3, 1997. Such purchase was consummated on
September 24, 1997.
** Based upon the average price per share for the shares purchased.
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended and restated to read in
its entirety as follows:
A. On August 25, 1997, as supplemented on September 3, 1997, Royalty
entered into the Stock Purchase Agreement to purchase 1,283,258 shares of
the Issuer's Class A Common Stock from the Frederick N. Mellinger Trust and
the Harriett R. Mellinger Trust for $6.90 per share. Such purchase was
consummated on September 24, 1997.
B. Royalty Corporation, its wholly owned subsidiary Royalty
Acquisition Corporation, and the Issuer entered into the Merger Agreement
on June 15, 1997, as amended July 28, 1997 and as further amended
September 8, 1997, to acquire 100% of the outstanding stock of the Issuer.
The original Merger Agreement and the First Amendment thereto were filed with
the U. S. Securities and Exchange Commission ("SEC") by the Issuer on Form
8-K on June 20, 1997 and are hereby incorporated by reference as though
fully set forth herein. The Second Amendment to the Merger Agreement was
filed by the Filer on Schedule 13D/A on September 12, 1997 and is incorporated
by reference as though fully set forth herein.
C. The funds required to consummate the purchases will be provided
from the sources identified in the Information Statement.
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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.
Dated: September 26, 1997
ROYALTY CORPORATION
By: /S/ David E. Lipson
-----------------------------------------
David E. Lipson Chairman of the Board
and President
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.
Dated: September 26, 1997
MONROE HOLDINGS, L.L.C., by MONROE
PROPERTY COMPANY, MANAGER
By: /s/ David E. Lipson
----------------------------------
David E. Lipson, General Partner of
MONROE PROPERTY COMPANY
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.
Dated: September 26, 1997
1995 INVESTMENTS, L.L.C., by DEL
1995 TRUST
By: /s/ Laurence E. Lipson
---------------------------------
Laurence E. Lipson, Trustee
By: /s/ Suzanne L. Saxman
-------------------------------------
Suzanne L. Saxman, Trustee
By: /s/ Nadine E. Lipson
----------------------------------
Nadine E. Lipson, Trustee
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.
Dated: September 26, 1997
ECC SPICE, L.L.C., by EASTON CAPITAL
CORP., MANAGER
By: /s/ John H. Friedman
------------------------------------
John H.. Friedman, President
