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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
Stage Stores, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
85254C 10 7
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(CUSIP Number)
September 2, 1998
-----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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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CUSIP NO. 85254C 10 7 13G Page 2 of 7 Pages
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NAME OF REPORTING PERSON
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brookside Capital Partners Fund, L.P.
EIN No.: 04-3313066
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2. (a) [_]
(b) [X]
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SEC USE ONLY
3.
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CITIZENSHIP OR PLACE OF ORGANIZATION
4.
Delaware
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SOLE VOTING POWER
5.
NUMBER OF 1,303,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6.
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7.
REPORTING 1,303,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8.
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9.
1,428,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10. [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.
4.91%*
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TYPE OF REPORTING PERSON*
12.
PN
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* This filing is also being made by Sankaty High Yield Asset Partners, L.P. (the
"Sankaty Fund"). Together, Brookside Capital Partners Fund, L.P. and Sankaty
Fund own 1,428,000 shares, or 5.38% of the Common Stock of Stage Stores, Inc.
Page 2 of 7
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CUSIP NO. 85254C 10 7 13G Page 3 of 7 Pages
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NAME OF REPORTING PERSON
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sankaty High Yield Asset Partners, L.P.
EIN No.: 04-3395139
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2. (a) [_]
(b) [X]
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SEC USE ONLY
3.
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CITIZENSHIP OR PLACE OF ORGANIZATION
4.
Delaware
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SOLE VOTING POWER
5.
NUMBER OF 125,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6.
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7.
REPORTING 125,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8.
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9.
1,428,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10. [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.
0.47%*
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TYPE OF REPORTING PERSON*
12.
PN
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* This filing is also being made by Brookside Capital Partners Fund, L.P. (the
"Brookside Fund"). Together, Sankaty High Yield Asset Partners, L.P. and the
Brookside Fund own 1,428,000 shares, or 5.38% of the Common Stock of Stage
Stores, Inc.
Page 3 of 7 pages
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Item 1(a). NAME OF ISSUER
The name of the issuer to which this filing on Schedule 13G relates is Stage
Stores, Inc. (the "Company").
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
The principal executive offices of the Company are located at 10201 Main
Street, Houston, Texas 77025.
Item 2(a). NAME OF PERSON FILING
This Statement is being filed on behalf of Brookside Capital Partners Fund,
L.P. (the "Brookside Fund") and Sankaty High Yield Asset Partners, L.P. (the
--------------
"Sankaty Fund"). Brookside Capital Investors, L.P., a Delaware limited
- -------------
partnership ("Brookside Investors"), is the sole general partner of the
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Brookside Fund. Brookside Capital Investors, Inc., a Delaware corporation
("Brookside Inc."), is the sole general partner of Brookside Investors. Sankaty
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High Yield Asset Investors, LLC, a Delaware limited liability company ("Sankaty
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Investors"), is the sole general partner of the Sankaty Fund. Sankaty High
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Yield Asset Investors, Ltd., a Bermuda corporation ("Sankaty Ltd."), is the
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managing member of Sankaty Investors.
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
The principal business address of each of the Brookside Fund, Brookside
Investors and Brookside Inc. is Two Copley Place, Boston, Massachusetts 02116.
The principal business address of each of the Sankaty Fund and Sankaty
Investors is Two Copley Place, Boston, MA 02116.
The principal business address of Sankaty Ltd. is Reid House, 31 Church
Street, Hamilton HM 12, Bermuda.
Item 2(c). CITIZENSHIP
Each of the Brookside Fund, Brookside Investors, Brookside Inc., the Sankaty
Fund and Sankaty Investors is organized under the laws of the State of Delaware.
Sankaty Ltd. is organized under the laws of Bermuda.
Page 4 of 7
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Item 2(d). TITLE OF CLASS OF SECURITIES
The class of equity securities of the Company to which this filing on
Schedule 13G relates is Common Stock, par value $.01 per share.
Item 2(e). CUSIP NUMBER
The CUSIP number of the Company's Common Stock is 85254C 10 7.
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO (S)(S) 240.13d-1(b) OR 240.13d-
2(b) OR (c), CHECK WHETHER THE PERSON FILING IS a: Not applicable.
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with (S)13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with
(S)240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with
(S)240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J).
[x] IF THIS STATEMENT IS FILED PURSUANT TO (S)240.13d-1(c), CHECK THIS
BOX.
Item 4. OWNERSHIP
Item 4(a). AMOUNT BENEFICIALLY OWNED
As of the close of business on September 11, 1998, the Brookside Fund owned
1,303,000 shares of Common Stock of the Company. The Brookside Fund has the sole
power to vote and dispose of the shares of Common Stock. The Brookside Fund acts
by and through its general partner, Brookside Investors. Brookside Investors
acts by and through its general partner, Brookside Inc. Mr. W. Mitt Romney is
the sole shareholder, sole director, President and Chief Executive Officer of
Brookside Inc. and thus is the controlling person of Brookside Inc. No person
other than the respective owner referred to herein of shares of Common Stock is
known to have the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of such shares of Common Stock.
Page 5 of 7
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As of the close of business on September 11, 1998, the Sankaty Fund owned
125,000 shares of Common Stock of the Company. The Sankaty Fund has the sole
power to vote and dispose of the shares of Common Stock. The Sankaty Fund acts
by and through its general partner, Sankaty Investors. Sankaty Investors acts by
and through its managing member, Sankaty Ltd. Mr. W. Mitt Romney is the sole
shareholder, a director, and President of Sankaty Ltd. and thus is the
controlling person of Sankaty Ltd. No person other than the respective owner
referred to herein of shares of Common Stock is known to have the right to
receive or the power to direct the receipt of dividends from or the proceeds
from the sale of such shares of Common Stock.
Item 4(b). PERCENT OF CLASS
As of the close of business on September 11, 1998, the Brookside Fund and
the Sankaty Fund together own 5.38% of the Common Stock outstanding of the
Company. The aggregate percentage of Common Stock reported owned by the
Brookside Fund and the Sankaty Fund is based upon 26,521,142 shares of Common
Stock outstanding, which is the total number of Common Stock outstanding as of
June 2, 1998 based on representations made in the Company's quarterly report on
Form 10-Q filed with the Securities and Exchange Commission on June 12, 1998.
Item 4(c). NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
<TABLE>
<C> <S> <C>
(i) sole power to vote or to direct the vote: Brookside Fund: 1,303,000
Sankaty Fund: 125,000
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: Brookside Fund: 1,303,000
Sankaty Fund: 125,000
(iv) shared power to dispose or to direct the disposition of: 0
</TABLE>
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
Page 6 of 7
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Item 10. CERTIFICATION
By signing below, the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
Dated: September 11, 1998
BROOKSIDE CAPITAL PARTNERS FUND, L.P.
By: /s/ DOMENIC FERRANTE
________________________________
Name: Domenic Ferrante
Title: Managing Director
SANKATY HIGH YIELD ASSET PARTNERS, L.P.
By: /s/ JONATHAN LAVINE
________________________________
Name: Jonathan Lavine
Title: Managing Director
