SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
Burlington Coat Factory Warehouse Corporation
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
121579 10 6
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(Cusip Number)
Paul C. Tang
c/o Burlington Coat Factory Warehouse Corporation
1830 Route 130
Burlington, New Jersey 08016
Tel: (609) 387-7800
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 9, 2000
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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(e), 13d-1(f) or 13d-1(g), check the following box. [x]
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.
Page 1 of 9
CUSIP NO. 121579 10 6
1. Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Henrietta Milstein
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [x]
3. SEC Use Only..................................................[ ]
4. Source of Funds (see Instructions): OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)................................[ ]
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 6,763,984
Shares Bene- 8. Shared Voting Power: 2,512,786
ficially 9. Sole Dispositive Power: 6,763,984
owned by 10. Shared Dispositive Power: 2,512,786
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:..........................................9,276,770 Shares
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions).....................................[x]
13. Percent of Class Represented by Amount in row (11)..........20.9%
14. Type of Reporting Person (See Instructions): IN
Page 2 of 9
CUSIP NO. 121579 10 6
1. Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
MH Family LLC
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [x]
3. SEC Use Only..................................................[ ]
4. Source of Funds (see Instructions): OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)................................[ ]
6. Citizenship or Place of Organization: Delaware
Number of 7. Sole Voting Power: None
Shares Bene- 8. Shared Voting Power: 2,400,00
ficially 9. Sole Dispositive None
owned by 10. Shared Dispositive 2,400,00
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:..........................................2,400,000 Shares
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions).....................................[x]
13. Percent of Class Represented by Amount in row (11)...........5.4%
14. Type of Reporting Person (See Instructions): OO
Page 3 of 9
CUSIP NO. 121579 10 6
1. Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
MHLAS Limited Partnership Number One
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [x]
3. SEC Use Only..................................................[ ]
4. Source of Funds (see Instructions): OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)................................[ ]
6. Citizenship or Place of Organization: Delaware
Number of 7. Sole Voting Power: None
Shares Bene- 8. Shared Voting Power: 2,400,000
ficially 9. Sole Dispositive None
owned by 10. Shared Dispositive 2,400,000
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:..........................................2,400,000 Shares
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions).....................................[x]
13. Percent of Class Represented by Amount in row (11)...........5.4%
14. Type of Reporting Person (See Instructions): PN
Page 4 of 9
Item 1. Security and Issuer
-------------------
Common Stock, par value $1.00 per share, of Burlington Coat Factory
Warehouse Corporation, a Delaware corporation (the "Issuer"), whose executive
offices are located at 1830 Route 130, Burlington, New Jersey, 08016.
Item 2. Identity and Background
-----------------------
(a)-(c) The undersigned hereby file this Schedule 13D Statement on
behalf of Henrietta Milstein ("HM"), MH Family LLC, a Delaware limited
liability company ("MHLLC") and MHLAS Limited Partnership Number One, a
Delaware limited partnership ("MHLASLP"). HM, MHLLC and MHLASLP are sometimes
referred to herein as "Reporting Persons."
HM's business address is c/o the Issuer at 1830 Route 130, Burlington,
New Jersey 08016. HM's principal occupation is as an Executive Vice President,
Secretary and Director of the Issuer.
MHLLC's principal executive offices are c/o the Issuer at 1830 Route
130, Burlington, New Jersey, 08016. MHLLC was organized by HM for estate
planning purposes and to serve as the general partner of MHLASLP. HM is the
sole member and manager of MHLLC.
MHLASLP's principal executive offices are c/o the Issuer at 1830 Route
130, Burlington, New Jersey, 08016. MHLASLP was organized by HM and her spouse
to acquire certain securities of the issuer owned by them for estate planning
purposes. The sole general partner of MHLASLP is MHLLC.
(d) None of the persons referred to in Paragraph (a) above has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the persons referred to in Paragraph (a) above has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of a 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) HM is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
On March 9, 2000, Mr. Monroe Milstein, ("MM") the spouse of HM,
transferred 2,364,000 shares of Common Stock of the Issuer to MHLASLP in
exchange for 98.5% limited partnership interest in MHLASLP.
Page 5 of 9
Item 4. Purpose of Transaction
----------------------
The purpose of the acquisition of the shares of Common Stock by
MHLASLP is for estate planning for HM and MM and for investment. The Reporting
Persons may acquire additional shares of the Issuer from time to time and may
dispose of any or all of the shares held by them at any time.
Except as set forth above in this Item 4, the Reporting Persons do not
have any plans or proposals which relate to, or could result in, any of the
matters referred to in paragraphs (a) and (j), inclusive, of Item 4 of Schedule
13D. Such Persons may, at any time, from time to time, review or reconsider
their position with respect to the Issuer, and formulate plans or proposals with
respect to any of such matters, but have no present intention of doing so.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) and (b) The number of shares of Common Stock of the Issuer
beneficially owned by the Reporting Persons are as follows:
Aggregate Number Percentage of
Name Of Shares Owned Outstanding (1)
- ---- ---------------- ---------------
HM 9,276,770(2)(3)(5) 20.9%
MHLLC 2,400,000(6) 5.4%
MHLASLP 2,400,000 5.4%
- -------------------------------------
(1) Based on 44,485,293 shares of Common Stock outstanding as of March 9, 2000.
(2) Excludes the following number of shares of Common Stock owned by members of
HM's family as to which shares HM disclaims beneficial ownership:
Relationship Percentage
Name to HM Number of Shares of Class
---- ------------ ---------------- ----------
Monroe G. Milstein Husband 11,367,491 (4) 25.6%
Andrew R. Milstein Son 3,033,839 6.8%
Lazer Milstein Son 2,272,823 5.1%
Stephen E. Milstein Son 2,753,483 6.2%
(3) Includes 112,786 shares of Common Stock held by the Burlington Coat Factory
Warehouse Corporation 401(k) Profit Sharing Plan, of which MM and HM are
the trustees.
(4) Excludes 112,786 shares described in Footnote (3) above.
(5) Includes 2,400,000 shares owned by MHLASLP, as to which HM may be deemed to
share beneficial ownership through her position as the managing member of
HMLLC, the general partner of HMLASLP.
Page 6 of 9
(6) Includes 2,400,000 shares owned by MHLASLP, as to which HMLLC may be deemed
to share beneficial ownership through its position as the general partner
of MHLASLP.
(c) Except as set forth in response to Item 3, none of the
persons listed in response to Item 2 above acquired any ordinary shares of the
Issuer during the past 60 days.
(d) Except as described above, no person other than each
respective record owner referred to herein of ordinary shares is known to have
the right to receive or the power to direct the receipt of dividends from or the
proceeds of sale of such shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer
-----------------------------------
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise), among the persons named in
Item 2 hereof, or between such persons and the other person with respect to any
securities of the Issuer, including but not limited to transfer or voting of any
other securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees or profits, divisions of profits or loss, or the
giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
--------------------------------
Exhibit A - Agreement Pursuant to Rule 13d - 1(k).
Page 7 of 9
SIGNATURES
----------
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.
/s/ Henrietta Milstein
-----------------------------------
Henrietta Milstein
MH FAMILY LLC
/s/ Henrietta Milstein
By: -------------------------------
Henrietta Milstein, Manager
MHLAS LIMITED PARTNERSHIP NUMBER ONE
By : MH Family LLC
(General Partner)
/s/ Henrietta Milstein
By: -------------------------------
Henrietta Milstein, Manager
Dated: March 17, 2000
Page 8 of 9
EXHIBIT A
Pursuant to Rule 13d-1(k) 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 them in the capacities set
forth hereinbelow.
/s/ Henrietta Milstein
-----------------------------------
Henrietta Milstein
MH FAMILY LLC
/s/ Henrietta Milstein
By: -------------------------------
Henrietta Milstein, Manager
MHLAS LIMITED PARTNERSHIP NUMBER ONE
By : MH Family LLC
(General Partner)
/s/ Henrietta Milstein
By: -------------------------------
Henrietta Milstein, Manager
Dated: March 17, 2000
Page 9 of 9
