<TABLE>
<CAPTION>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
<S> <C>
- ----------------------------------- --------------------------------
FORM 4 OMB APPROVAL
- ----------------------------------- --------------------------------
[x] CHECK THIS BOX IF NO LONGER OMB Number: 3235-0287
SUBJECT TO SECTION 16. FORM 4 Expires: September 30, 1998
OR FORM 5 OBLIGATIONS MAY Estimated average burden
CONTINUE. SEE INSTRUCTION 1(B). hours per response .... 0.5
--------------------------------
</TABLE>
1. Name and Address of Reporting Person *
Dexter-Wolterstorff Bonnie
(Last) (First) (Middle)
c/o Loehmann's, Inc.; 2500 Halsey Street
(Street)
Bronx NY 10461
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Loehmann's, Inc. (LOEH)
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement of Month/Year
December 1997
5. If Amendment, Date or Original (Month/Year)
6. Relationship of Reporting Person to Issuer (Check all applicable)
Director 10% Owner
----- -----
Officer (give title X Other
----- below) ----- (specify
below)
Former Senior Vice President, Merchandising
-------------------------------------------
7. Individual or Join/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
-----
Form filed by More than One Reporting Person
-----
<TABLE>
TABLE I-- NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
1. Title of Security 2. Transaction 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Owner- 7. Nature
(Instr. 3) Date action or Disposed of (D) Securities ship of In-
Code (Instr. 3, 4 and 5) Beneficially Form: direct
(Month/ (Instr. 8) Owned at Direct Bene-
Day/ ------------- ------------------------- End of (D) ficial
Year) (A) Month Indirect Owner-
Code Amount or Price (Instr. 3 (I) ship
(D) and 4) (Instr. 4) (Instr. 4)
- ----------------------------- -------------- ------------- ---------- --- ------- --------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock, par value 12/17/97 X 2,902 A $1.0650
$0.01 per share (1)
Common Stock, par value 12/17/97 S 2,902 D $6.1875 3,234 D
$0.01 per share (1)
- ----------------------------- -------------- ------------- ---------- --- ------- --------------- ------------- -----------
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Over)
* If the form is filed by more than one reporting person, SEE Instruction 4(b)(v). SEC 1474 8-92)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FORM 4 (CONTINUED) TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
1. Title of Derivative 2. Conver- 3. Trans- 4. Transac- 5. Number of Deriv- 6. Date Exer-
Security (Instr. 3) sion or action tion Code ative Securities Ac- cisable and Ex-
Exercise Date (Instr. 8) quired (A) or Dis- piration Date
Price of posed of (D)
Deriv- (Month/ (Instr. 3, 4 and 5) (Month/Day/
ative Day/ Year)
Secur Year) ------------- ------------------------- ----------------------
Date Expira-
Code (A) (D) Exer- tion
cisable Date
- -------------------------------------- ------------- ----------- ------------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Stock Options (2) $1.065 12/17/97 X 2,902 (2) (2)
- -------------------------------------- ------------- ----------- ------------- ----------- ----------- ----------- ---------
<CAPTION>
7. Title and Amount of 8. Price 9. Number 10. Owner- 11. Na-
Underlying Securities Deriv of Deriv- ship ture
ative ative Form of In-
(Instr. 3 and 4) Secur- Secur- of De- direct
ity ities rivative Bene-
(Instr. Bene Secu- ficial
5) ficially rity: Own-
Owned Direct ership
- -------------------------------------- at End (D) or (Instr. 4)
Amount or of Indi-
Title Number of Month rect (I)
Shares (Instr. 4) (Instr. 4)
- --------------------- --------------- ------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
Common
Stock, par
value $0.01 2,902 33,856(3) D
- --------------------- --------------- ------------- ------------- ------------- --------------
</TABLE>
Explanation of Responses:
(1) On December 17, 1997, reporting person exercised stock options to acquire
2,902 shares of Common Stock at an exercise price of $1.065 per share. On
December 17, 1997, reporting person sold 2,902 shares of Common Stock for
$6.1875 per share.
(2) The options exercised were from options granted under the 1988 Stock Option
Plan: (i) options exercised to acquire 1,005 shares of Common Stock were a
portion of the options to purchase 1,676 shares of Common Stock granted on
November 1, 1993 (the options granted in November 1993 vest and become
exercisable in five equal annual installments at the end of each of fiscal
1994, 1995, 1996, 1997 and 1998); (ii) options exercised to acquire 1,005
shares of Common Stock were a portion of the options to purchase 1,676
shares of Common Stock granted on May 1, 1994 (the options granted in May
1994 vest and become exercisable in five equal annual installments at the
end of each of fiscal 1994, 1995, 1996, 1997 and 1998); and (iii) options
exercised to acquire 892 shares of Common Stock were a portion of the
options to purchase 2,234 shares of Common Stock granted on November 15,
1994 (the options granted in November 1994 vest and become exercisable in
five equal annual installments at the end of each of fiscal 1995, 1996,
1997, 1998 and 1999). Such options granted pursuant to the 1988 Stock
Option Plan expire, with certain exceptions, five years after the date of
vesting.
(3) The reporting person currently owns the following options granted under the
1988 Stock Option Plan: (i) options granted in November 1993 to purchase
671 shares of Common Stock at an exercise price of $1.065 per share (these
options are the remaining portion of the options to purchase 1,676 shares
of Common Stock granted in November 1993 as described in Note 2 above);
(ii) options granted in May 1994 to purchase 671 shares of Common Stock at
an exercise price of $1.065 per share (these options are the remaining
portion of the options to purchase 1,676 shares of Common Stock granted in
May 1994 as described in Note 2 above); and (iii) options granted in
November 1994 to puchase 1,342 shares of Common Stock at an exercise price
of $1.065 per share (these options are the remaining portion of the options
to purchase 2,234 shares of Common Stock granted in November 1994 as
described in Note 2 above). Such options granted pursuant to the 1988 Stock
Option Plan expire, with certain exceptions, five years after the date of
vesting. The reporting person also owns the following options granted under
the New Stock Incentive Plan: (i) options granted in February 1996 to
purchase 11,172 shares of Common stock at an exercise price of $8.06 per
share, which vest and become exercisable in five equal annual installments
in February in each of the years 1997, 1998, 1999, 2000 and 2001; and (ii)
options granted in August 1996 to purchase 20,000 shares of Common Stock at
an exercise price of $22.69 per share, which vest and become exercisable on
the fifth anniversary of the date of the grant. Such options granted
pursuant to the New Stock Incentive Plan expire on the tenth anniversary of
the date of the grant.
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. SEE 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, SEE Instruction 6 for procedure.
/s/ Bonnie Dexter-Wolterstorff January 7, 1998
- ----------------------------------------------- ----------------------
**Signature of Reporting Person Date
BONNIE DEXTER-WOLTERSTORFF
