SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
Stage Stores, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
00085254C1
(CUSIP Number)
*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).
**The total number of shares reported herein is 3,030,095, which constitutes
approximately 13.8% of the total number of shares outstanding. All ownership
percentages set forth herein assume that there are 21,927,261 shares
outstanding.<PAGE>
1. Name of Reporting Person:
Acadia Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 2,836,693 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 2,836,693 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,836,693
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 13.0%
12. Type of Reporting Person: PN
- --------------
(1) Power is exercised by its sole general partner, Acadia FW Partners,
L.P., whose sole general partner is Acadia FW Partners, L.P., whose
managing general partner is Acadia MGP, Inc., whose president is J.
Taylor Crandall.<PAGE>
1. Name of Reporting Person:
FWHY Coinvestments I Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 96,701 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 96,701 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
96,701
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.4%
12. Type of Reporting Person: PN
- --------------
(1) Power is exercised by its sole general partner, Bondo FTW, Inc., whose
president is David Bonderman.<PAGE>
1. Name of Reporting Person:
Rosecliff-Specialty Retailing 1989 Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 96,701 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 96,701 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
96,701
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.4%
12. Type of Reporting Person: PN
- --------------
(1) Power is exercised by its sole general partner, Glenn R. August.
<PAGE>
Item 1(a). Name of Issuer.
The name of the issuer is State Stores, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
The principal executive offices of the Issuer are located at 10201 Main
Street, Houston, Texas 77025.
Item 2(a). Names of Persons Filing.
Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "Act"), the undersigned hereby file this Schedule 13G Statement on
behalf of Acadia Partners, L.P., a Delaware limited partnership ("Acadia"),
FWHY Coinvestments I Partners, L.P., a Texas limited partnership ("FWHY"),
and Rosecliff-Specialty Retailing 1989 Partners, L.P. ("Rosecliff").
Additionally, pursuant to Instruction C to Schedule 13D, information is
included herein with respect to the following persons (collectively, the
"Controlling Persons"): Acadia FW Partners, L.P., a Delaware limited
partnership ("Acadia FW"), Acadia MGP, Inc., a Texas corporation ("Acadia
MGP"), J. Taylor Crandall ("Crandall"), Bondo FTW, Inc., a Delaware
corporation ("Bondo"), David Bonderman ("Bonderman") and Glenn R. August
("August"). Acadia, FWHY and Rosecliff are sometimes hereinafter referred to
as the "Reporting Persons, and the Reporting Persons and the Controlling
Persons are sometimes hereinafter collectively referred to as the Item 2
Persons. The Item 2 Persons are making this single, joint filing because
they may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Act, although neither the fact of this filing nor anything
contained herein shall be deemed to be an admission by the Reporting Persons
that a group exists.
Item 2(b). Address of Principal Business Office, or if None, Residence.
The address of the principal business office or residence of each of the
Reporting Persons is as follows:
PRINCIPAL BUSINESS OR
NAME RESIDENCE ADDRESS
Acadia 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Acadia FW 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Acadia MGP 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Crandall 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
FWHY 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Bondo 2420 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Bonderman 2420 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Rosecliff 65 East 55th Street, 32nd Floor
New York, New York 10022
August 65 East 55th Street, 32nd Floor
New York, New York 10022
Item 2(c). Citizenship.
All of the natural persons listed in Item 2(a) are citizens of the
United States of America.
Item 2(d). Title of Class of Securities.
This Schedule 13G statement relates to the common stock, par value $.01
per share, of the Issuer (the "Stock").
Item 2(e). CUSIP Number.
The CUSIP number of the Stock is 0008524C1.
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b).
This Schedule 13G Statement is not being filed pursuant to Rule 13d-1(b)
or Rule 13d-2(b).
Item 4. Ownership.
(a) - (b)
Reporting Persons
Acadia
The aggregate number of shares of the Stock that Acadia owns
beneficially, pursuant to Rule 13d-3 of the Act, is 2,836,693, which
constitutes approximately 13.0% of the outstanding shares of the Stock.
FWHY
The aggregate number of shares of the Stock that FWHY owns beneficially,
pursuant to Rule 13d-3 of the Act, is 96,701, which constitutes approximately
0.4% of the outstanding shares of the Stock.
Rosecliff
The aggregate number of shares of the Stock that Rosecliff owns
beneficially, pursuant to Rule 13d-3 of the Act, is 96,701, which constitutes
approximately 0.4% of the outstanding shares of the Stock.
Controlling Persons
Acadia FW
Because of its position as the sole general partner of Acadia, Acadia FW
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 2,836,693 shares of the Stock, which constitutes approximately 13.0% of
the outstanding shares of the Stock.
Acadia MGP
Because of its position as the managing general partner of Acadia FW,
Acadia MGP may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 2,836,693 shares of the Stock, which constitutes
approximately 13.0% of the outstanding shares of the Stock.
Crandall
Because of his position as the president of Acadia MGP, Crandall may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
2,836,693 shares of the Stock, which constitutes approximately 13.0% of the
outstanding shares of the Stock.
Bondo
Because of its position as the sole general partner of FWHY, Bondo may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
96,701 shares of the Stock, which constitutes approximately 0.4% of the
outstanding shares of the Stock.
Bonderman
Because of his position as the president of Bondo, Bonderman may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
96,701 shares of the Stock, which constitutes approximately 0.4% of the
outstanding shares of the Stock.
August
Because of his position as the sole general partner of Rosecliff, August
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 96,701 shares of the Stock, which constitutes approximately 0.4% of the
outstanding shares of the Stock.
(c)
Reporting Persons
Acadia
Acting through its sole general partner, Acadia has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of an
aggregate of 2,836,693 shares of the Stock.
FWHY
Acting through its sole general partner, FWHY has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 96,701
shares of the Stock.
Rosecliff
Acting through its sole general partner, Rosecliff has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
96,701 shares of the Stock.
Controlling Persons
Acadia FW
In its capacity as the sole general partner of Acadia, and acting
through its managing general partner, Acadia FW has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 2,836,693
shares of the Stock.
Acadia MGP
In its capacity as the managing general partner of Acadia FW, and acting
through its president, Acadia MGP has the sole power to vote or to direct the
vote and to dispose or to direct the disposition of 2,836,693 shares of the
Stock.
Crandall
In his capacity as the president of Acadia MGP, Crandall has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 2,836,693 shares of the Stock.
Bondo
In its capacity as the sole general partner of FWHY, and acting through
its president, Bondo has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 96,701 shares of the Stock.
Bonderman
In his capacity as the president of Bondo, Bonderman has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
96,701 shares of the Stock.
August
In his capacity as the sole general partner of Rosecliff, August has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 96,701 shares of the Stock.
Item 5. Ownership of Five Percent or Less of a Class.
This filing on Schedule 13G is not for the purpose of reporting the fact
that the Reporting Persons have ceased to be the beneficial owners of more
than five percent (5%) of the outstanding shares of the Stock.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No person other than the Item 2 Persons has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of the Stock owned by them.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
This Schedule 13G Statement is not being filed by a parent holding
company.
Item 8. Identification and Classification of Members of the Group.
This Schedule 13G Statement is being filed on behalf of each of the
Reporting Persons pursuant to Rules 13d-1(c) and 13d-1(f)(1)(iii). The
identity of each of the Reporting Persons is set forth in Item 2(a) hereof.
The agreement required by Rule 13d-1(f)(1)(iii) is attached hereto as Exhibit
99.1.
Item 9. Notice of Dissolution of Group.
It is inapplicable for the purposes herein to provide notice of
dissolution of a group.
Item 10. Certification.
This filing on Schedule 13G is not being made pursuant to Rule 13d-1(b).
<PAGE>
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
DATED: February 14, 1997
ACADIA PARTNERS, L.P.
By: ACADIA FW PARTNERS, L.P.,
General Partner
By: ACADIA MGP, INC.,
Managing General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
FWHY COINVESTMENTS I PARTNERS, L.P.
By: BONDO FTW, INC.,
General Partner
By: /s/ James J. O'Brien
James J. O'Brien,
Vice President
ROSECLIFF-SPECIALTY RETAILING 1989
PARTNERS, L.P.
By: /s/ Glenn R. August
Glenn R. August,
General Partner
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
statement to which this Exhibit is attached is filed on behalf of each of
them in the capacities set forth below.
ACADIA PARTNERS, L.P.
By: ACADIA FW PARTNERS, L.P.,
General Partner
By: ACADIA MGP, INC.,
Managing General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
FWHY COINVESTMENTS I PARTNERS, L.P.
By: BONDO FTW, INC.,
General Partner
By: /s/ James J. O'Brien
James J. O'Brien,
Vice President
ROSECLIFF-SPECIALTY RETAILING 1989
PARTNERS, L.P.
By: /s/ Glenn R. August
Glenn R. August,
General Partner
