SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)
J. Baker, Inc.
--------------------
(Name of Issuer)
Common Stock, Par Value $0.50 Per Share
---------------------------------------
(Title of Class of Securities)
057232100
---------
(CUSIP Number of Class of Securities)
Wynnefield Partners Small Cap Value, L.P.
One Penn Plaza - Suite 4720
New York, New York 10119
Attention: Mr. Nelson Obus
--------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Shahe Sinanian, Esq.
Greenberg Traurig, LLP
200 Park Avenue
New York, New York 10166
(212) 801-9200
June 15, 2000
-------------
(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 that is the subject of this Schedule 13D and if filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box /_/.
(continued on following pages)
(Page 1 of 9 Pages)
<PAGE>
CUSIP No. 057232100 13D Page 2 of 9 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 13-3688497
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
WC (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 315,650
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 315,650
_________________________________________________________________
10 SHARED DISPOSITIVE POWER
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
315,650 SHARES
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
PN
________________________________________________________________________________
(Page 2 of 9 Pages)
<PAGE>
CUSIP No. 057232100 13D Page 3 of 9 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS WYNNEFIELD SMALL CAP VALUE, OFFSHORE FUND, LTD.
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS NOT APPLICABLE
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
WC (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 163,100
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 163,100
_________________________________________________________________
10 SHARED DISPOSITIVE POWER
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
163,100 SHARES
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
(Page 3 of 9 Pages)
<PAGE>
CUSIP No. 057232100 13D Page 4 of 9 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 13-3953291
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
WC (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 408,250
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 408,250
_________________________________________________________________
10 SHARED DISPOSITIVE POWER
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
408,250 SHARES
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
PN
________________________________________________________________________________
(Page 4 of 9 Pages)
<PAGE>
Item 1. Security and Issuer.
This Statement relates to shares of the Common Stock, $0.50 par value
per share (the "Shares"), of J. Baker, Inc., a Massachusetts corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 555
Turnpike Street, Canton, Massachusetts 02021.
Item 2. Identity and Background.
(a), (b), (c) and (f). This Statement is being filed by Wynnefield
Partners Small Cap Value, L.P. (the "Partnership"), Wynnefield Small Cap Value
Offshore Fund, Ltd. (the "Fund"), and Wynnefield Partners Small Cap Value, L.P.
I (the "Partnership-I"). Although the Partnership, the Fund and Partnership-I
are each separate and distinctive entities with different beneficial owners
(whether designated as limited partners or stockholders), for the convenience of
reporting their holdings, in this Statement, they are sometimes referred to
collectively as the "Wynnefield Group".
Wynnefield Capital Management, LLC, a New York limited liability
company ("WCM"), is the general partner of the Partnership and Partnership-I,
private investment companies organized as limited partnerships under the laws of
the State of Delaware. Nelson Obus and Joshua Landes are the managing members of
WCM and the principal executive officers of Wynnefield Capital, Inc., the
investment manager of the Fund, a private investment company organized under the
laws of the Cayman Islands. Mr. Obus and Mr. Landes are citizens of the United
States of America.
The business address of Mr. Obus and Mr. Landes, WCM, and each of the
entities in the Wynnefield Group is One Penn Plaza, Suite 4720, New York, New
York 10119.
(d) and (e). During the last five years, neither Mr. Obus, Mr. Landes,
WCM, nor any of the entities comprising the Wynnefield Group has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) 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 Wynnefield Group entities purchased their Shares, separately from
each other, for the consideration shown in the following table:
(Page 5 of 9 Pages)
<PAGE>
Name Number of Shares Consideration Paid
---- ---------------- ------------------
Partnership 315,650 $1,547,999.79
Partnership-I 408,250 $2,337,298.83
Fund 163,100 $817,298.93
Such Shares were paid for from the separate working capital of each
entity in the Wynnefield Group, each of which maintains a separate investment
fund, consisting of capital contributions from their respective partners and
investors and capital appreciation derived therefrom for the principal purpose
of buying and selling securities (including financial and money market
instruments) and interests in domestic and foreign securities, including,
without limitation, convertible securities, stock index features contracts,
options, puts and calls on stock and warrants.
Item 4. Purposes of Transaction.
Each member of the Wynnefield Group acquired the Shares reported in
Item 5 below for investment purposes. If any member of the Wynnefield Group
determines that the ownership of the Issuer's securities represent an attractive
investment opportunity, it reserves the right to buy additional Shares with the
understanding that neither such purchases nor the exercise of its rights as a
stockholder of the Issuer is intended as a "control" device with respect to the
Issuer.
The Wynnefield Group wants to ensure that management follows through on
its articulated intentions to surface shareholder value. To this end, Wynnefield
intends to meet with management to discuss strategies for reducing debt and
selling assets which might allow J. Baker to operate solely in the "Big and Tall
Mens" area.
Except as set forth above, no member of the Wynnefield Group has
any present plans or intentions that would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interests in Securities of the Issuer.
(a) As of the close of business on the date hereof, the three entities
referred to as the Wynnefield Group beneficially owned a total of 887,000
Shares, the separate ownership of which is set forth in Item 3 of this
Statement. Mr. Obus and Mr. Landes, by virtue of their status as managing
members of WCM, the general partner of the Partnership and Partnership-I, and as
officers of the Fund's investment manager, may be deemed to have indirect
beneficial ownership of the Shares owned by the three entities referred to as
the Wynnefield Group.
(Page 6 of 9 Pages)
<PAGE>
However, Mr. Obus and Mr. Landes, as stated below, disclaim any
beneficial ownership of such Shares. The Shares owned by the three entities
referred to as the Wynnefield Group represent approximately 6.3% of the
outstanding Shares of the Issuer, based on the 14,067,948 Shares reported as
outstanding on April 29, 2000 in the Issuer's latest Quarterly Report on Form
10-Q.
Pursuant to Rule 13d-4 of the General Rules and Regulations under the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), Mr. Obus
and Mr. Landes disclaim beneficial ownership of any Shares owned by the three
entities comprising the Wynnefield Group and disclaim membership in the
Wynnefield Group with respect to the Shares for purposes of Sections 13(d) and
13(g) of the Exchange Act or for any other purpose under any other provision of
the Exchange Act or the rules and regulations promulgated thereunder.
(b) Mr. Obus and Mr. Landes, by virtue of their status as the managing
members of WCM, the general partner of the Partnership and Partnership-I, and as
officers of the Fund's investment manager, have the power to vote or to direct
the vote and the power to dispose and to direct the disposition of the Shares
owned by each of the three entities comprising the Wynnefield Group.
(c) In the past sixty (60) days, the entities in the Wynnefield Group
made their separate purchases and sales of Shares in the over-the-counter market
as follows:
(Page 7 of 9 Pages)
<PAGE>
Number of
Name Transaction Date Shares Price Per Share
---- ----------- ---- ------ ---------------
Partnership Buy April 14, 2000 300 6.0625
Partnership Buy April 24, 2000 2,800 6.3125
Partnership Buy April 28, 2000 350 6.2500
Partnership Buy May 9, 2000 2,800 6.4375
Partnership Buy May 10, 2000 4,600 6.4375
Partnership Buy June 15, 2000 39,500 5.2500
Partnership-I Buy April 14, 2000 500 6.0625
Partnership-I Buy April 24, 2000 3,600 6.3125
Partnership-I Buy April 28, 2000 450 6.2500
Partnership-I Buy May 9, 2000 3,200 6.4375
Partnership-I Buy May 10, 2000 5,400 6.4375
Partnership-I Buy June 15, 2000 44,500 5.2500
Fund Buy April 14, 2000 200 6.0625
Fund Buy April 24, 2000 1,600 6.3125
Fund Buy April 28, 2000 200 6.2500
Fund Buy May 9, 2000 1,500 6.4375
Fund Buy May 10, 2000 2,500 6.4375
Fund Buy June 15, 2000 16,000 5.2500
(Page 8 of 9 Pages)
<PAGE>
(d) Each of the entities comprising the Wynnefield Group as owners of
the shares specified in Item 3 of this Statement has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Shares specified in Item 3 of this Statement, but only from such Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Neither Mr. Obus, Mr. Landes, WCM, nor any of the entities comprising
the Wynnefield Group has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Issuer, including but not limited to any contracts,
arrangements, understandings or relationships concerning the transfer or voting
of such securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or the
giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this Statement is
true, complete and correct.
Dated: June 26, 2000
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
By: Wynnefield Capital Management, LLC,
General Partner
By: /s/ Joshua Landes
------------------------------
Joshua Landes, Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.
/s/ Joshua Landes
------------------------------
Joshua Landes, Managing Member
