Page 1 of 15 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
SYMS CORP
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
871551 10 7
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(CUSIP Number)
Irwin M. Rosenthal, Esq.
Rubin Baum Levin Constant & Friedman
30 Rockefeller Plaza
New York, New York 10112
212 698 7840
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 5, 1996
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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.
*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).
Pursuant to Rule 101(a)(2)(ii) of Regulation S-T this Amendment No. 2 amends and
restates the Schedule 13D, as previously amended.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 871551 10 7 PAGE 2 OF 15 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Sy Syms
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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*
Not applicable
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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
USA
- ----------------------------------- ----- --------------------------------------
NUMBER OF 7 SOLE VOTING POWER 11,000,840
SHARES ----- -----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY ----- -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER 11,000,840
REPORTING ----- -----------------------------------
PERSON 10 SHARED DISPOSITIVE POWER -0-
WITH
- ----- --------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,000,840(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.17%
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14 TYPE OF REPORTING PERSON*
IN
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(1)Beneficial ownership of 9,593,328 shares is as trustee under the Sy Syms
Revocable Living Trust dated March 17, 1989, as amended; of 1,407,412 shares is
as trustee under the Voting Trust Agreement dated July 25, 1983, as amended; and
of 100 shares is as custodian for Jillian E. Merns.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 871551 10 7 PAGE 3 OF 15 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Voting Trust Agreement dated July 25, 1983, as amended,
by Sy Syms, trustee
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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*
Not applicable
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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
New Jersey
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NUMBER OF 7 SOLE VOTING POWER 1,407,412
SHARES ----- --------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY ----- --------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 1,407,412
REPORTING ----- --------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER -0-
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,407,412(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.95%
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14 TYPE OF REPORTING PERSON*
OO
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(1) Sy Syms beneficially owns an aggregate of 11,000,840 shares (62.17%) as
trustee under the Voting Trust Agreement dated July 25, 1983, as amended,
trustee under the Sy Syms Revocable Living Trust dated March 17, 1989, as
amended, and as custodian for Jillian E. Merns.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 871551 10 7 PAGE 4 OF 15 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
The Sy Syms Revocable Living Trust dated March 17, 1989, as amended,
by Sy Syms, trustee
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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*
Not applicable
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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
New York
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NUMBER OF 7 SOLE VOTING POWER 9,593,328
SHARES ----- -----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY ----- -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER 9,593,328
REPORTING ----- -----------------------------------
PERSON 10 SHARED DISPOSITIVE POWER -0-
WITH
- -------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,953,328(1)
- -------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.22%
- -------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
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(1) Sy Syms beneficially owns an aggregate of 11,000,840 shares (62.17%) as
trustee under the Voting Trust Agreement dated July 25, 1983, as amended,
trustee under the Sy Syms Revocable Living Trust dated March 17, 1989, as
amended, and as custodian for Jillian E. Merns.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
<PAGE>
This Amendment No. 2 on Schedule 13D amends (and, as required by Rule
101(a)(2)(ii) of Regulation S-T, restates) the Schedule 13D filed on August 30,
1995, as previously amended by a First Amendment thereto dated October 30, 1995
(the "Schedule 13D").
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Statement") relates to the common
stock, par value $0.05 per share (the "Common Stock"), of Syms Corp, a New
Jersey corporation (the "Company"). The address of the Company's principal
executive office is Syms Way, Secaucus, New Jersey 07094.
Item 2. Identity and Background.
A single, joint filing on Schedule 13D was originally made on behalf of Sy
Syms, individually, Sy Syms, as voting trustee under the Voting Trust Agreement
dated July 25, 1983, as amended (the "Syms Voting Trust"), Sy Syms, as trustee
under The Syms Revocable Living Trust dated March 17, 1989, as amended (the
"Syms Living Trust"), Marcy Syms, individually, and Stephen A. Merns,
individually (collectively, the "Original Reporting Persons") on the basis that
the Original Reporting Persons may have been deemed to constitute a "group"
within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934,
due to the desire of the Original Reporting Persons to effect a business
combination transaction whereby the Original Reporting Persons would form an
entity controlled by the Original Reporting Persons which would merge with and
into the Company pursuant to a merger
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<PAGE>
agreement. Pursuant to such merger, public shareholders of the Company would no
longer own any shares of Common Stock in the Company. The "group" (and the
planned business combination transaction) dissolved on October 13, 1995, as
reported in the First Amendment to the Schedule 13D dated October 30, 1995. All
further filings with respect to transactions involving the Company's shares of
Common Stock subsequent to the filing of said First Amendment were to be filed,
if required, by members of the "group" in their individual capacity.
Accordingly, this Statement is being filed on behalf of only Sy Syms, the Syms
Voting Trust and the Syms Living Trust (the "Continuing Reporting Persons").
As Voting Trustee under the Syms Voting Trust and Trustee of the Syms
Living Trust, Sy Syms has the power to vote and dispose of the Shares held by
the Syms Voting Trust and the Syms Living Trust (see Exhibits 2 and 3). The
principal address for each of the Original Reporting Persons is Syms Way,
Secaucus, New Jersey 07094 and the above-mentioned individuals are all citizens
of the United States. Sy Syms' principal business is serving as Chairman of the
Board, Chief Executive Officer and Director of the Company. Marcy Syms'
principal occupation is serving as President and Chief Operating Officer of the
Company. Stephen A. Merns' principal occupation is serving as Vice President and
Secretary of the Company.
None of the Original Reporting Persons has (i) been convicted in a criminal
proceeding (excluding traffic violations
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<PAGE>
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 of a finding of any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Syms Living Trust, to which the initial "group" Schedule 13D also
related, acquired the shares of Common Stock presently held in such trust as a
contribution to the trust corpus from Sy Syms. The Syms Voting Trust acquired
the shares of Common Stock presently held therein by the deposit therein of such
shares by the participants in the Syms Voting Trust, who had previously received
such shares from Sy Syms. Sy Syms had acquired these shares of Common Stock when
he initially formed the Company in 1959. All the funds required to purchase
these shares were obtained from Sy Syms' personal funds.
Marcy Syms and Stephen A. Merns had each acquired shares beneficially owned
by them to which the initial "group" Schedule 13D also related, by virtue of a
retransfer of such shares to them from the Syms Voting Trust on January 24,
1995. Ms. Syms and Mr. Merns had also been granted options to purchase shares of
Common Stock pursuant to the Company's Amended and Restated Incentive Stock
Option and Appreciation Plan (the
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<PAGE>
"Option Plan"), which shares were currently exercisable within 60 days of the
date of the initial Schedule 13D filing.
Except as set forth in this Statement, none of the Original Reporting
Persons is, or has been within the past year, a party to any contract,
arrangement or understanding with any person with respect to any securities of
the Company.
Item 4. Purpose of the Transaction.
A single, joint filing on Schedule 13D was originally made on the basis
that the Original Reporting Persons may have been deemed to constitute a "group"
within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934,
due to the desire of the Original Reporting Persons to effect a business
combination transaction whereby the Original Reporting Persons would form an
entity controlled by the Original Reporting Persons which would merge with and
into the Company pursuant to a merger agreement. Pursuant to such merger, public
shareholders of the Company would no longer own any shares of Common Stock in
the Company. It was anticipated that the Common Stock would have been delisted
from the New York Stock Exchange upon consummation of the merger. As noted in
Item 2 and reported in the First Amendment to the Schedule 13D, the "group"
dissolved on October 13, 1995, all further filings with respect to transactions
involving the Company's shares of Common Stock would be filed, if required, by
members of the "group" in their individual capacity, and accordingly, this
Statement is being filed only by the Continuing Reporting Persons.
Page 8 of 15 Pages
<PAGE>
Pursuant to the terms of the Syms Voting Trust, on January 5, 1996, an
aggregate of 1,407,409 shares of Common Stock were retransferred from the Syms
Voting Trust to the participants therein, including 243,592 shares to each of
Marcy Syms and Stephen A. Merns and 41,183 shares to the Syms Living Trust.
Termination of, and final distributions from, the Syms Voting Trust (which
currently holds 1,407,412 shares of Common Stock) is scheduled to occur on
December 31, 1996, at which time 243,592 shares of Common Stock would again be
retransferred to Marcy Syms and Stephen A. Merns and 41,184 shares would be
retransferred to the Syms Living Trust.
Item 5. Interest in Securities of the Issuer.
(a) The trust under the Voting Trust Agreement currently beneficially owns
1,407,412 shares of Common Stock (7.95% of outstanding shares); the trust under
the Syms Living Trust currently beneficially owns 9,593,328 shares (54.22% of
outstanding shares); and accordingly Sy Syms beneficially owns 11,000,840 shares
of Common Stock (including 100 shares as custodian for Jillian E. Merns) as of
the date hereof, representing approximately 62.17% of the Common Stock
outstanding as of the date hereof (outstanding share figures are based on the
Company's most recent report on Form 10-Q). Marcy Syms beneficially owns 435,483
shares of Common Stock, which shares represent approximately 2.46% of the Common
Stock outstanding as of the date hereof, based on said most recent Form 10-Q.
Stephen A. Merns beneficially owns 491,183 shares of Common
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<PAGE>
Stock, which shares represent approximately 2.78% of the Common Stock
outstanding as of the date hereof, based on said most recent Form 10-Q. Both Ms.
Syms' shares and Mr. Merns' shares include shares issuable upon the exercise of
options granted under the Option Plan. A single, joint filing on Schedule 13D
was originally made on the basis that the Original Reporting Persons may have
been deemed to constitute a "group" within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934, due to the desire of the Original Reporting
Persons to effect a business combination transaction whereby the Original
Reporting Persons would form an entity controlled by the Original Reporting
Persons which would merge with and into the Company pursuant to a merger
agreement. Pursuant to such merger, public shareholders of the Company would no
longer own any shares of Common Stock in the Company. As noted in Item 2 and
reported in the First Amendment to the Schedule 13D, the "group" dissolved on
October 13, 1995, all further filings with respect to transactions involving the
Company's shares of Common Stock would be filed, if required, by members of the
"group" in their individual capacity, and accordingly, this Statement is being
filed only by the Continuing Reporting Persons.
(b) Sy Syms, on behalf of the Syms Voting Trust and Syms Living Trust, has
the sole power to vote or to direct the voting of the shares held in such trusts
and the power to dispose or direct the disposition of the shares. Ms. Syms and
Mr. Merns have the sole power to vote or to direct the voting of their
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<PAGE>
respective directly owned shares and the power to dispose or direct the
disposition of such shares.
(c) Except as set forth in this Statement, none of the Syms Living Trust,
the Syms Voting Trust, Sy Syms, Marcy Syms or Stephen A. Merns owns any other
shares of the Company's Common Stock, and none has purchased or sold any shares
of the Company's Common Stock during the past 60 days.
(d) On January 5, 1996, the retransfer of 1,407,409 shares from the Syms
Voting Trust described in Item 4 was completed, causing a decrease in the
beneficial ownership of shares of Common Stock by both the Syms Voting Trust and
Sy Syms. On October 16, 1995, Marcy Syms sold pursuant to Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"), 100,000 shares of
Common Stock of the Company owned by her at an average price of $7.28 per share.
On October 18, 1995, Marcy Syms sold pursuant to Rule 144 under the Securities
Act, 10,000 shares of Common Stock of the Company owned by her at an average
price of $7.37 per share. On January 25, 1996, Marcy Syms sold pursuant to Rule
144, 3,700 shares of Common Stock owned by her at average prices of $7.25 per
share. The transactions were effected through "brokers' transactions" within the
meaning of Section 4(4) of the Securities Act. Except for the foregoing, none of
the Original Reporting Persons has purchased or sold any shares of the Company's
Common Stock during the past 60 days.
Pursuant to the Syms Voting Trust, any cash dividends received on the
shares of Common Stock held therein are required
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<PAGE>
to be passed on to the participants therein (including, among others, Ms. Syms,
Mr. Merns and the Syms Living Trust). Upon the death of the settlor (Sy Syms) of
the Syms Living Trust as currently in effect, Sy Syms' wife and Ms. Syms and Mr.
Merns would be entitled to certain distributions from the Syms Living Trust.
Except as set forth in the Statement, no person is known by the Continuing
Reporting Persons to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares
beneficially owned by the Original Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Except as set forth in this Statement (including Item 7 below), there are
no contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons referred to in Item 2 of this Statement or between such
persons and any other person with respect to any of the securities of the
Company, including but not limited to transfer or voting of any of such
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
The Joint Filing Agreement filed with the initial Schedule 13D by Sy Syms
as trustee of the Syms Voting Trust, Sy Syms as trustee of the Syms Living
Trust, Sy Syms, individually, Marcy Syms and Stephen A. Merns is terminated, as
previously reported in the First Amendment to the Schedule 13D.
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<PAGE>
Item 7. Material to be filed as Exhibits.
1. Schedule 13G filed by Sy Syms with the Securities and Exchange
Commission on February 15, 1995.*
2. Voting Trust Agreement, dated July 25, 1983, with amendments, by and
among Syms Corp., Sy Syms Merns, as trustee, Sy Syms Merns, Marcy Syms Merns,
Stephen Merns, Robert Merns, Richard Merns, Adrienne Merns, and Laura Merns.*
3. The Syms Revocable Trust, as amended, dated March 17, 1989, by and among
Sy Syms, Marcy Syms and Lewis Haber.*
4. Press release issued by Syms Corp., dated August 30, 1995.*
5.* Joint Filing Agreement, dated September 8, 1995, by and among Sy Syms,
Sy Syms, as Trustee under The Voting Trust, dated July 25, 1983, Sy Syms, as
Trustee under The Sy Syms Revocable Living Trust, dated March 17, 1989, as
amended, Marcy Syms and Stephen A. Merns.**
- -----------
* Previously filed with the initial Schedule 13D filing.
** The Joint Filing Agreement filed with the initial Schedule 13D by Sy Syms
as trustee of the Syms Voting Trust, Sy Syms as trustee of the Syms Living
Trust, Sy Syms, individually, Marcy Syms and Stephen A. Merns was
terminated, as previously reported in the First Amendment to the Schedule
13D.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their respective knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: February 5, 1996
By: SY SYMS
-----------------------------------------------
Sy Syms, as Trustee under the Voting Trust
Agreement, dated July 25, 1983, as amended
SY SYMS
-----------------------------------------------
Sy Syms, as Trustee under the Sy Syms Revocable
Living Trust, dated March 27, 1989, as amended
SY SYMS
-----------------------------------------------
Sy Syms
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<PAGE>
Exhibit Index
Sequential
Page No.
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1. Schedule 13G filed by Sy Syms with the Securities and *
Exchange Commission on February 15, 1995.
2. Voting Trust Agreement, dated July 25, 1983, with *
amendments, by and among Syms Corp., Sy Syms Merns, as
trustee, Sy Syms Merns, Marcy Syms Merns, Stephen Merns,
Robert Merns, Richard Merns, Adrienne Merns, and Laura
Merns.
3. The Syms Revocable Trust, as amended, dated March 17, 1989, *
by and among Sy Syms, Marcy Syms and Lewis Haber.
4. Press release issued by Syms Corp., dated August 30, 1995. *
5. Joint Filing Agreement, dated September 8, 1995, by and *
among Sy Syms, Sy Syms, as Trustee under The Voting Trust,
dated July 25, 1983, Sy Syms, as Trustee under The Sy Syms
Revocable Living Trust, dated March 17, 1989, as amended,
Marcy Syms and Stephen A. Merns.**
- -----------
* Previously filed with the initial Schedule 13D filing.
** The Joint Filing Agreement filed with the initial Schedule 13D by Sy Syms
as trustee of the Syms Voting Trust, Sy Syms as trustee of the Syms Living
Trust, Sy Syms, individually, Marcy Syms and Stephen A. Merns was
terminated, as previously reported in the First Amendment to the Schedule
13D.
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