SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__________)*
Loehmann's, Inc.
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(Name of Issuer)
Common Stock ($0.01 par value per share)
------------------------------------------------------------------------
(Title of Class of Securities)
540417102
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(CUSIP Number)
Mark A. Boyar
Boyar Asset Management, Inc.
35 East 21st Street
New York, New York 10010
(212) 995-8300
------------------------------------------------------------------------
(Name, address and telephone number of person authorized
to receive notices and communications)
September 3, 1998
------------------------------------------------------------------------
(Date of Event which requires Filing of this Statement)
If a 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).
<PAGE>
- ----------------------
CUSIP NO. 540417102
- ----------------------
- ------------------------------------------------------------------------
1. Name of Reporting Person:
I.R.S. Identification No. of above person:
Boyar Asset Management, Inc.
- ------------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group:
(a) |_|
(b) |X|
- ------------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------------
4. Source of Funds:
00; Client Funds
- ------------------------------------------------------------------------
5. Check Box If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) |_|:
- ------------------------------------------------------------------------
6. Citizenship or Place of Organization:
New York
- ------------------------------------------------------------------------
7. Sole Voting Power:
Number of 0
Shares ------------------------------------------------
Beneficially 8. Shared Voting Power:
Owned by 340,200
Each ------------------------------------------------
Reporting 9. Sole Dispositive Power:
Person 0
With ------------------------------------------------
10. Shared Dispositive Power:
340,200
- ------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
340,200
- ------------------------------------------------------------------------
12. Check If the Aggregate Amount in Row (11) Excludes Certain Shares:
|_|
- ------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):
3.77%
- ------------------------------------------------------------------------
14. Type of Reporting Person:
IA; CO
- ------------------------------------------------------------------------
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<PAGE>
- ----------------------
CUSIP NO. 540417102
- ----------------------
- ------------------------------------------------------------------------
1. Name of Reporting Person:
I.R.S. Identification No. of above person:
Boyar GP Holdings, Ltd.
- ------------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group:
(a) |_|
(b) |X|
- ------------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------------
4. Source of Funds:
00
- ------------------------------------------------------------------------
5. Check Box If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) |_|:
- ------------------------------------------------------------------------
6. Citizenship or Place of Organization:
Delaware
- ------------------------------------------------------------------------
7. Sole Voting Power:
Number of 0
Shares ------------------------------------------------
Beneficially 8. Shared Voting Power:
Owned by 21,000
Each ------------------------------------------------
Reporting 9. Sole Dispositive Power:
Person 0
With ------------------------------------------------
10. Shared Dispositive Power:
21,000
- ------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
21,000
- ------------------------------------------------------------------------
12. Check If the Aggregate Amount in Row (11) Excludes Certain Shares:
|_|
- ------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):
0.23%
- ------------------------------------------------------------------------
14. Type of Reporting Person:
CO
- ------------------------------------------------------------------------
-3-
<PAGE>
- ----------------------
CUSIP NO. 540417102
- ----------------------
- ------------------------------------------------------------------------
1. Name of Reporting Person:
I.R.S. Identification No. of above person:
N.R.M.B., Inc.
- ------------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group:
(a) |_|
(b) |X|
- ------------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------------
4. Source of Funds:
00; Client Funds
- ------------------------------------------------------------------------
5. Check Box If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) |_|:
- ------------------------------------------------------------------------
6. Citizenship or Place of Organization:
New York
- ------------------------------------------------------------------------
7. Sole Voting Power:
Number of 0
Shares ------------------------------------------------
Beneficially 8. Shared Voting Power:
Owned by 129,500
Each ------------------------------------------------
Reporting 9. Sole Dispositive Power:
Person 0
With ------------------------------------------------
10. Shared Dispositive Power:
129,500
- ------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
129,500
- ------------------------------------------------------------------------
12. Check If the Aggregate Amount in Row (11) Excludes Certain Shares:
|_|
- ------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):
1.43%
- ------------------------------------------------------------------------
14. Type of Reporting Person:
CO
- ------------------------------------------------------------------------
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<PAGE>
- ----------------------
CUSIP NO. 540417102
- ----------------------
- ------------------------------------------------------------------------
1. Name of Reporting Person:
I.R.S. Identification No. of above person:
Boyar Partners, 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:
Delaware
- ------------------------------------------------------------------------
7. Sole Voting Power:
Number of 0
Shares ------------------------------------------------
Beneficially 8. Shared Voting Power:
Owned by 21,000
Each ------------------------------------------------
Reporting 9. Sole Dispositive Power:
Person 0
With ------------------------------------------------
10. Shared Dispositive Power:
21,000
- ------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
21,000
- ------------------------------------------------------------------------
12. Check If the Aggregate Amount in Row (11) Excludes Certain Shares:
|_|
- ------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):
0.23%
- ------------------------------------------------------------------------
14. Type of Reporting Person:
PN
- ------------------------------------------------------------------------
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<PAGE>
- ----------------------
CUSIP NO. 540417102
- ----------------------
- ------------------------------------------------------------------------
1. Name of Reporting Person:
I.R.S. Identification No. of above person:
Mark A. Boyar
- ------------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group:
(a) |_|
(b) |X|
- ------------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------------
4. Source of Funds:
PF; 00; Client Funds
- ------------------------------------------------------------------------
5. Check Box If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) |_|:
- ------------------------------------------------------------------------
6. Citizenship or Place of Organization:
United States
- ------------------------------------------------------------------------
7. Sole Voting Power:
Number of 14,500
Shares ------------------------------------------------
Beneficially 8. Shared Voting Power:
Owned by 490,700
Each ------------------------------------------------
Reporting 9. Sole Dispositive Power:
Person 14,500
With ------------------------------------------------
10. Shared Dispositive Power:
490,700
- ------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
505,200
- ------------------------------------------------------------------------
12. Check If the Aggregate Amount in Row (11) Excludes Certain Shares:
|_|
- ------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):
5.6%
- ------------------------------------------------------------------------
14. Type of Reporting Person:
IN
- ------------------------------------------------------------------------
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<PAGE>
SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
LOEHMANN'S INC.
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the Common Stock, $0.01 par
value per share (the "Common Stock"), of Loehmann's, Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at 2500 Halsey Street, Bronx, New York, New York 10461.
Item 2. Identity and Background.
(a) This Statement is being filed by: (i) Boyar Asset Management, Inc.
("BAM"); (ii) Boyar GP Holdings, Ltd. ("GP Holdings"); (iii) N.R.M.B., Inc.
("NRMB"); (iv) Boyar Partners, L.P. ("Boyar Partners"); and (v) Mark A. Boyar.
The foregoing persons are hereinafter sometimes referred to as the "Reporting
Persons." Certain information concerning the directors and executive officers of
the corporate Reporting Persons is set forth on Schedule A attached hereto and
incorporated herein by reference. Any disclosures with respect to persons other
than the Reporting Persons are made on information and belief after making
inquiry to the appropriate party.
(b) The business address of each of the Reporting Persons is c/o Boyar
Asset Management, Inc., 35 East 21st Street, New York, New York 10010.
(c) The principal business of BAM, a New York corporation, is that of an
investment adviser managing discretionary accounts owned by numerous third-party
clients, including the Boyar Value Fund, Inc., a registered investment company
organized under Maryland law. NRMB, a New York corporation, is an investment
consulting firm.
The principal business of Boyar Partners, a Delaware limited
partnership, is serving as a private investment vehicle investing primarily in
common stocks that are traded on stock exchanges and in other established
markets within the United States. The principal business of GP Holdings, a
Delaware corporation, is serving as the sole general partner of Boyar Partners.
Mr. Boyar serves in the capacities listed on Schedule A with respect
to the corporate and partnership Reporting Persons.
(d) During the last five years, none of the Reporting Persons or, to the
knowledge of each of the Reporting Persons, any of the persons listed on
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<PAGE>
Schedule A hereto has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons or, to the
knowledge of each of the Reporting Persons, any of the persons listed on
Schedule B hereto has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation with respect to such laws.
(f) All directors, executive officers and controlling persons of the
Reporting Persons are citizens of the United States, except Nathaniel de
Rothschild is a citizen of France.
Item 3. Source and Amount of Funds or Other Consideration.
The net investment cost (including commissions, if any) of the shares of
Common Stock purchased by BAM, NRMB, GP Holdings and Boyar Partners at August
27, 1998 was $3,414,015. None of BAM, NRMB or GP Holdings owns directly any
shares of Common Stock.
The shares of Common Stock beneficial owned by BAM and NRMB were purchased
with the investment capital of the owners of the discretionary accounts advised
by BAM and NRMB, respectively. The shares of Common Stock beneficial owned by
Boyar Partners were purchased from its working capital. The shares of Common
Stock beneficially owned directly by Mr. Boyar were purchased with his
investment capital.
Item 4. Purpose of the Transaction.
The shares of Common Stock beneficially owned by the Reporting Persons
were acquired for investment purposes.
Each Reporting Person expects to evaluate on an ongoing basis the
Company's financial condition, business operations and prospects, the market
price of the Common Stock, conditions in the securities markets generally,
general economic and industry conditions and other factors. Accordingly, each
Reporting Person reserves the right to change its plans and intentions at any
time, as it deems appropriate. In particular, each Reporting Person may, subject
to the restrictions contained in the Securities Act of 1933 (the "Securities
Act"), at any time and from time to time, acquire additional shares of Common
Stock or securities convertible or exchangeable for Common Stock in public or
private transactions; dispose of shares of Common Stock or other securities in
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<PAGE>
public or private transactions; and/or enter into privately negotiated
derivative transactions with institutional counterparties to seek to hedge the
market risk of some or all of its positions in the Common Stock.
Although the purchases of shares of Common Stock were made for investment
purposes, representatives of each Reporting Person may hold discussions with
management or the board of directors of the Company, other shareholders of the
Company and other third parties to seek to maximize value for shareholders. At
some future time, the Reporting Persons may decide that it is desirable to seek
to control or otherwise influence the management and policies of the Company.
However, no Reporting Person has currently made any decision to seek to control
or otherwise influence the management and policies of the Company.
No Reporting Person and, to the knowledge of each of the Reporting
Persons, none of the persons listed on Schedule A hereto has any plans or
proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D, except as set forth in this
Item 4.
Item 5. Interest in Securities of the Issuer.
(a) As of August 27, 1998, BAM beneficially owned 340,200 shares of Common
Stock of the Company, representing approximately 3.77% of the shares of Common
Stock reported to be outstanding in the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 1998 (the "Company's 10-Q"). Such shares were held
in client accounts with respect to which BAM has voting or investment discretion
or both ("BAM Managed Accounts"). BAM disclaims beneficial ownership of shares
of Common Stock held in BAM Managed Accounts.
As of August 27, 1998, NRMB beneficially owned 129,500 shares of
Common Stock of the Company, representing approximately 1.43% of the shares of
Common Stock reported to be outstanding in the Company's 10-Q. Such shares were
held in a client account with respect to which NRMB has voting or investment
discretion or both (the "NRMB Managed Account"). NRMB disclaims beneficial
ownership of shares of Common Stock held in the NRMB Managed Account.
As of August 27, 1998, GP Holdings beneficially owned 21,000 shares
of Common Stock of the Company, representing approximately 0.23% of the shares
of Common Stock reported to be outstanding in the Company's 10-Q. Such shares
were held by Boyar Partners over which GP Holdings has
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<PAGE>
voting or investment discretion or both. GP Holdings disclaims beneficial
ownership of the shares of Common Stock held by Boyar Partners.
As of August 27, 1998, Mr. Boyar beneficially owned directly 14,500
shares of Common Stock of the Company, representing approximately 0.16% of the
shares of Common Stock reported to be outstanding in the Company's 10-Q. By
virtue of his relationships with the other Reporting Persons, Mr. Boyar has
indirect beneficial ownership of all the shares of Common Stock beneficially
owned by such Reporting Persons (490,700 shares, 5.43%). Mr. Boyar disclaims
beneficial ownership of such shares.
None of the Reporting Persons beneficially owns any shares of Common
Stock other than as set forth herein.
(b) Each Reporting Person shares the power to vote or direct the vote and
to dispose or direct the disposition of shares of Common Stock beneficially
owned by such Reporting Person as indicated in this filing. Mr. Boyar has sole
power to direct the vote and to dispose or direct the disposition of shares of
Common Stock beneficially owned directly by him and shares such power with the
other Reporting Persons with respect to the shares of Common Stock beneficially
owned by such other Reporting Persons.
(c) The identity of the Reporting Person, type of transaction, date,
number of shares, and price per share (excluding commission) for all
transactions in the Common Stock by the Reporting Persons within at least the
past 60 days are set forth on Schedule B attached hereto and incorporated by
reference herein. Substantially all the trades by the Reporting Persons were
effected in the over-the-counter market.
(d) No person is known by any Reporting Person to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any shares of Common Stock beneficially owned by any Reporting
Person, except (i) for clients of BAM and NRMB who may have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, any shares of Common Stock held in BAM and NRMB Managed Accounts,
respectively, (ii) GP Holdings, as general partner, has the power to direct the
affairs of Boyar Partners, including decisions respecting the disposition of the
proceeds from the sale of, any shares of Common Stock beneficially owned by
Boyar Partners, (iii) Mark A. Boyar is the President of BAM and GP Holdings and
Chairman of the Board of NRMB, and in those capacities directs their respective
operations and (iv) Nathaniel de Rothschild is the President of NRMB and in that
capacity controls its operations.
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<PAGE>
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None of the Reporting Persons or, to the knowledge of the Reporting
Persons, any of the persons listed on Schedule A hereto is a party to any
contract, arrangement, understanding or relationship with respect to any
securities of the Company, except that GP Holdings, as general partner of Boyar
Partners, has a carried interest in, and receives a management fee from, Boyar
Partners and each of owners of the BAM and NRMB Managed Accounts has an
investment advisory agreement with BAM or NRMB, as the case may be.
Item 7. Material to be filed as Exhibits.
There is filed herewith as Exhibit 1 a written agreement relating to the
filing of joint acquisition statements as required by Rule 13d-1(k) under the
Act.
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<PAGE>
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 3, 1998
Boyar Asset Management, Inc.
By: /s/ Mark A. Boyar
----------------------
Its: President
Boyar GP Holdings Ltd.
By: /s/ Mark A. Boyar
----------------------
Its: President
N.R.M.B., Inc.
By: /s/ Mark A. Boyar
----------------------
Its: Secretary
Boyar Partners, L.P.
By: Boyar GP Holdings Ltd.
----------------------
Its: General Partner
By: /s/ Mark A. Boyar
----------------------
Its: President
/s/ Mark A. Boyar
----------------------
Mark A. Boyar
-12-
<PAGE>
SCHEDULE A
The name and principal occupation of each director, executive officer and
controlling person of BAM, NRMB and GP Holdings is set as follows:
BAM
Name Position Present Principal Occupation
- ---- -------- ----------------------------
Mark A. Boyar Director and Serving in the capacities listed
President herein with respect to the
Reporting Persons
NRMB
Name Position Present Principal Occupation
- ---- -------- ----------------------------
Mark A. Boyar Chairman of the Serving in the capacities listed
Board and herein with respect to the
Secretary Reporting Persons
Nathaniel de Rothschild President and Private investor
Treasurer
GP Holdings
Name Position Present Principal Occupation
- ---- -------- ----------------------------
Mark A. Boyar Director and Serving in the capacities listed
President herein with respect to the
Reporting Persons
The business address of each person listed above is c/o Boyar Asset
Management, Inc., 35 East 21st Street, New York, New York 10010.
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<PAGE>
Exhibit I
Joint Acquisition Statement
Pursuant to Rule 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D, shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
Dated: September 3, 1998
Boyar Asset Management, Inc.
By: /s/ Mark A. Boyar
----------------------
Its: President
Boyar GP Holdings Ltd.
By: /s/ Mark A. Boyar
----------------------
Its: President
N.R.M.B., Inc.
By: /s/ Mark A. Boyar
----------------------
Its: Secretary
Boyar Partners, L.P.
By: Boyar GP Holdings Ltd.
----------------------
Its: General Partner
By: /s/ Mark A. Boyar
----------------------
Its: President
/s/ Mark A. Boyar
----------------------
Mark A. Boyar
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<PAGE>
SCHEDULE B
1. Boyar Asset Management, Inc.
Average Price Purchase
Shares Per Share Date
------ --------- ----
1,800 7.52 08/24/98
4,000 5.06 08/27/98
1,600 6.77 07/01/98
600 5.22 07/01/98
2,000 6.62 07/01/98
3,400 4.93 07/01/98
3,000 4.64 07/01/98
7,500 6.52 07/01/98
800 6.74 07/01/98
20,000 7.17 07/01/98
4,800 6.75 07/01/98
6,800 7.07 08/27/98
26,000 7.43 08/24/98
35,000 6.81 08/24/98
3,700 6.90 08/24/98
18,500 4.63 08/27/98
2,800 5.25 08/24/98
1,700 7.49 08/24/98
13,500 4.58 08/27/98
8,000 7.45 08/24/98
4,000 6.59 08/25/98
1,500 4.85 08/25/98
7,900 5.05 03/24/98
-----
SUBTOTAL 178,900
=======
2. Boyar Partners, L.P. and Boyar G.P. Holdings Ltd.
21,000 6.23 08/25/98
3. N.R.M.B., Inc.
129,500 7.37 08/24/98
B-1
<PAGE>
4. Mark A. Boyar
8,000 6.51 08/25/98
3,000 6.59 08/25/98
3,500 6.52 08/25/98
-----
SUBTOTAL 14,500
======
TOTAL 343,900 6.76
=======
B-2
