UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)1
C.R. Anthony Company
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
036776102
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(Cusip Number)
Daniel R. Tisch
Mentor Partners, L.P.
500 Park Avenue
New York, New York 10022
(212) 935-7640
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 19, 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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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.
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1 The remainder of this cover page shall be filled out for a reporting
persons'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 1 of 11 Pages
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SCHEDULE 13D
CUSIP No. 036776102 Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mentor Partners, L.P. Employer I.D.# 06-126-0469
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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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
State of Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
-------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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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)
0.0%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.01 per share (the
"Shares"), of C.R. Anthony Company, an Oklahoma corporation (the "Company"). The
Company's principal executive offices are located at 701 N. Broadway, Oklahoma
City, OK 73102.
Item 2. Identity and Background.
This statement is filed on behalf of Mentor Partners, L.P., a Delaware
limited partnership (the "Partnership") with respect to Shares of the Company
(a) owned by the Partnership and (b) owned by Mentor Offshore Fund Limited
("Offshore"), a Cayman Islands company. The general partner of the Partnership
is WTG & Co., L.P., a Delaware limited partnership (the "General Partner") and
the general partner of the General Partner is D. Tisch & Co., Inc., a Delaware
corporation ("D. Tisch & Co."), all of the common stock of which is owned by
Daniel R. Tisch (collectively with D. Tisch & Co. and the General Partner, the
"Control Persons").
The address of the principal offices and principal business of the
Partnership and each of the Control Persons is 500 Park Avenue, New York, New
York 10022. The Partnership's principal business is investment in securities,
primarily in connection with "merger" (or "risk") arbitrage and, to a lesser
extent, classic arbitrage, including convertible securities arbitrage. The
principal business of the
Page 3 of 11 Pages
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General Partner is serving as the general partner of the Partnership. The sole
business of D. Tisch & Co. is serving as the general partner of the General
Partner, and other than such service, D. Tisch & Co. has no investment or
operating history of any kind. Daniel R. Tisch's principal occupation is that of
President and sole Director of D. Tisch & Co., and he is a United States
citizen.
Neither the Partnership nor, to its best knowledge, any of the Control
Persons has during the last five years: (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.
Item 3. Source and Amount of Funds or Other Consideration.
The $5,590,620.68 used to purchase Shares of the Company for the
Partnership came from the Partnership's working capital, which may at any given
time include funds borrowed in the ordinary course of its business activities
from margin accounts. All of the Company Shares acquired by the Partnership were
purchased in the ordinary course of business.
The $482,211.00 used to purchase Shares of the Company for
Page 4 of 11 Pages
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Offshore was furnished from Offshore's investment capital, which at any given
time include funds borrowed in the ordinary course of its business activities
from margin accounts. All of the Shares of the Company acquired for Offshore
were purchased in the ordinary course of business.
Item 4. Purpose of Transaction.
The Partnership and Offshore acquired the Shares of the Company for
investment purposes, and only in the ordinary course of business.
In the ordinary course of business, the Partnership and/or Offshore from
time to time evaluate their holdings of securities, and based on such
evaluation, the Partnership and/or Offshore may determine to acquire or dispose
of securities of specific issuers.
Neither the Partnership nor, to its knowledge, any of the Control Persons
or Offshore have any present plans or intentions which would result in or relate
to any of the transactions described in subparagraphs (a) through (j),
inclusive, of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Partnership owns beneficially an aggregate
of 0 Shares of the Company (or 0% of the Company's Common Stock outstanding on
May 3, 1997) and the Partnership may be deemed to own beneficially an aggregate
of an
Page 5 of 11 Pages
<PAGE>
additional 0 Shares of the Company (or 0% of the Company common stock
outstanding on May 3, 1997) owned by Offshore, in each case based on the number
of 0 Shares of Company Common Stock then outstanding, as a result of the
exchange of the Shares of the Company for shares of Stage Stores, Inc. on June
26, 1997. Prior to the exchange, there were 9,035,645 Shares outstanding as set
forth in the Company's most recent filing with the Securities and Exchange
Commission.
(b) The Partnership (through the Control Persons) has the sole power to
vote, and dispose of, all the Shares beneficially owned by the Partnership. In
addition, the General Partner is a party to investment management agreements
pursuant to which the General Partner has investment responsibility with respect
to the Company's Shares owned by Offshore. Pursuant to such agreements, Mr.
Tisch has the power to dispose of (or to direct the disposition of) the Shares
of the Company owned by Offshore.
(c) Except as set forth in Exhibit A, which is hereby incorporated herein
by reference, no transactions in the Shares have been effected during the past
sixty days by the Partnership or, to its best knowledge, any of the Control
Persons or Offshore.
(d) Neither the Partnership nor, to its best knowledge, any of the Control
Persons or Offshore have or know any other person who has the right to receive
or the power to
Page 6 of 11 Pages
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direct the receipt of dividends from, or the proceeds from the sale of, any
Shares beneficially owned by the Partnership or Offshore.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship
with Respect to Securities of the Issuer.
Except as referred or described above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 or between any of such persons and any other person with
respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
Exhibit A -- Acquisitions of Shares by the Partnership and
Offshore During the Past Sixty Days.
Page 7 of 11 Pages
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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.
June 27, 1997
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(Date)
/s/
-------------------------------
(Signature)
Daniel R. Tisch
Authorized Signatory
MENTOR PARTNERS, L.P.
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(Name/Title)
Page 8 of 11 Pages
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EXHIBIT INDEX
Exhibit A -- Acquisitions of Shares by the Partnership and
Offshore During the Past Sixty Days.
Page 9 of 11 Pages
<PAGE>
EXHIBIT A
Acquisitions of Shares by the Partnership
and Offshore During the Past Sixty Days
---------------------------------------
Date of Number Aggregate Price Per
Entity Transaction of Shares Price Share
Partnership May 7, 1997 16,500 132,330.00 8.020
May 13, 1997 4,700 37,106.50 7.895
May 20, 1997 16,600 133,132.00 8.020
May 21, 1997 22,500 180,450.00 8.020
June 17, 1997 19,000 148,817.50 7.833
June 18, 1997 25,000 198,937.50 7.958
June 19, 1997 56,500 455,226.15 8.057
June 20, 1997 45,000 374,962.50 8.333
June 23, 1997 8,500 70,295.00 8.270
June 24, 1997 85,300 724,759.98 8.497
June 25, 1997 30,000 251,574.00 8.386
June 26, 1997 60,000 507,114.00 8.452
June 26, 1997 40,000 335,500.00 8.388
June 26, 1997 (693,800) N/A *
Offshore May 7, 1997 4,100 32,882.00 8.020
May 20, 1997 5,900 47,318.00 8.020
Page 10 of 11 Pages
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June 19, 1997 5,000 40,285.50 8.057
June 24, 1997 10,000 84,966.00 8.497
June 26, 1997 5,000 42,259.50 8.452
June 26, 1997 5,000 41,937.50 8.388
June 26, 1997 (60,000) N/A *
All Shares were purchased in transactions on the NASDAQ National Market.
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* On June 26, 1997, all Shares were automatically converted into shares of Stage
Stores, Inc. As a result of the conversion, each holder of Shares received in
exchange for each Share converted the right to receive 0.3992 shares of Stage
Stores, Inc.
Page 11 of 11 Pages
