<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)*
L.A. GEAR, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- -------------------------------------------------------------------------------
(Title of Class of Securities)
501708-10-1
- -------------------------------------------------------------------------------
(CUSIP Number)
DAVID K. ROBBINS, ESQ.
Fried, Frank, Harris, Shriver & Jacobson
725 S. Figueroa Street, Suite 3890, Los Angeles, CA 90017 (213)689-5800
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 19, 1994
- -------------------------------------------------------------------------------
(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).
Page 1 of 21
<PAGE>
This Statement relates to the Schedule 13D filed on June 6, 1991 (the
"Schedule 13D") by Trefoil Capital Investors, L.P., a Delaware limited
partnership ("Trefoil"), with regard to beneficial ownership of the common
stock, no par value (the "Common Stock"), of L.A. Gear, Inc., a California
corporation (the "Company"), and constitutes Amendment No. 9 to the Schedule 13D
("Amendment No. 9"). This Amendment No. 9 constitutes the first electronic
filing by Trefoil relating to the Schedule 13D. In accordance with
Rule 101(a)(2)(ii) of Regulation S-T of the Securities and Exchange Commission,
this Amendment No. 9 is accompanied by, in electronic format, the Schedule 13D
and Amendments Nos. 1 through 8 thereto, excluding exhibits. Capitalized terms
used herein and not otherwise defined shall have the meanings assigned to such
terms in the Schedule 13D, as amended to date.
ITEM 2. IDENTITY AND BACKGROUND
Items 2(a)-(c) of the Schedule 13D are hereby amended and restated in their
entirety to read as follows:
(a)-(c). This Statement is being filed by Trefoil. The general partner of
Trefoil is Trefoil Investors, Inc., a Delaware corporation ("TII"). The
principal executive offices of Trefoil and TII are located at 4444 Lakeside
Drive, P.O. Box 7774, Burbank, California 91510-7774. Trefoil is an investment
partnership organized to acquire businesses, including by investing in leveraged
buyouts and restructurings, and to make strategic investments in debt or equity
securities.
The directors and executive officers of TII and their principal occupation
or employment are as follows:
Page 2 of 21
<PAGE>
Name Positions with TII Principal Occupation or
- ---- ------------------ Employment
----------
Roy E. Disney Chairman of the Board of Vice Chairman of the
Directors Board of Directors of
Walt Disney Company (an
international company
engaged in family
entertainment with its
principal executive
offices located at 500
South Buena Vista Drive,
Burbank, California);
Chairman of the Board of
Directors of Shamrock
Holdings, Inc.
("Shamrock") (a holding
company engaged primarily
in television
broadcasting, real estate
development and the
making of investments,
with its principal
executive offices located
at 4444 Lakeside Drive,
Burbank, California
91510); Chairman of the
Board of Directors of
Shamrock Capital
Advisors, Inc. ("SCA") (a
closely-held company
providing management and
consulting services
principally to Trefoil
and businesses in which
Trefoil invests, with its
principal executive
offices located at 4444
Lakeside Drive, Burbank,
California 91510).
Patricia A. Disney Vice-Chairman of the Board Vice Chairman of the
of Directors Board of Directors of
Shamrock, TII and SCA
Page 3 of 21
<PAGE>
Stanley P. Gold President and Managing Chief Executive Officer
Director of the Company; President
and Managing Director of
TII and SCA; President
and Chief Executive
Officer of Shamrock
Geoffrey T. Moore Managing Director Managing Director of TII
and SCA
Robert G. Moskowitz Managing Director Managing Director of TII
and SCA; Executive Vice
President of Shamrock
The business address of the persons set forth above is 4444 Lakeside Drive,
P.O. Box 7774, Burbank, California 91510.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended and supplemented to include
the following:
Stanley P. Gold (Chairman of the Board, Chief Executive officer and a
director of the Company; President and Managing Director of TII) has advised
Trefoil that on April 19 and 20, 1994 he purchased an aggregate of 20,000 shares
of Common Stock (the "Additional Gold Shares" and, together with the Gold
Shares, referred to collectively herein as the "SPG Shares") for an aggregate
purchase price exclusive of brokerage commissions of $115,625.
Mr. Gold has advised Trefoil that he purchased the Additional Gold Shares
with funds derived from margin loans from Mr. Gold's trading accounts with
PaineWebber Incorporated and Goldman, Sachs & Co. (collectively, the "Margin
Lenders").
ITEM 4 PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented to include
the following:
Mr. Gold has advised Trefoil that he acquired the Additional Gold Shares
for investment purposes. Mr. Gold also advised Trefoil that, subject to market
and general economic conditions, the business affairs and financial condition of
the Company, the availability of Common Stock at favorable prices and
alternative investment opportunities available to him and other factors deemed
relevant by him, he may sell the SPG Shares or acquire additional shares of
Common Stock in the open market, in privately negotiated transactions or
otherwise.
Page 4 of 21
<PAGE>
Mr. Gold has advised Trefoil that, subject to the foregoing, he has no
plans or proposals which relate to or would result in any such transaction,
event or action as is enumerated in paragraphs (a) through (j) of Item 4 to the
form of Schedule 13D promulgated under Section 13 of the Exchange Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) of the Schedule 13D is hereby amended and supplemented to include
the following:
For purposes of Rule 13d-3 promulgated under the Exchange Act, Mr. Gold has
advised Trefoil that he is the beneficial owner of 712,500 shares of Common
Stock (including 15,000 shares which Mr. Gold has the right to acquire within
sixty days of the date of this Amendment No. 9 through exercise of options
granted to Mr. Gold pursuant to the Company's 1986 Stock Option Plan, as
amended, and 577,500 shares which Mr. Gold has the right to acquire within sixty
days of the date of this Amendment No. 9 through exercise of options granted to
Mr. Gold pursuant to the Company's 1993 Stock Incentive Plan (the "1993 Plan")),
constituting approximately 3.1% of the issued and outstanding shares of Common
Stock.
Pursuant to Rule 13d-4 promulgated under the Exchange Act, Trefoil
disclaims any beneficial ownership in any shares of Common Stock owned by Mr.
Gold, and the filing of this Amendment No. 9 shall not be construed as an
admission that Trefoil is, for purposes of Section 13(d) or Section 13(g) of the
Exchange Act, the beneficial owner of any securities of the Company owned by Mr.
Gold.
Item 5(b) of the Schedule 13D is hereby amended and supplemented to include
the following:
Mr. Gold has advised Trefoil that he has the sole power to vote, and the
sole power to dispose of, 120,000 shares of Common Stock.
Item 5(c) of the Schedule 13D is hereby amended and supplemented to include
the following:
On October 19, 1993, the Company granted to Mr. Gold nonqualified stock
options to acquire 750,000 shares of Common Stock pursuant to the 1993 Plan.
A schedule of the transactions in which Mr. Gold acquired the Additional
Gold Shares during the past sixty days is set forth on Exhibit 12 hereto, which
is incorporated herein by reference. All such acquisitions were effected
through normal brokerage transactions with member firms of the New York Stock
Exchange.
Page 5 of 21
<PAGE>
Except as described above in this Item 5(c), neither Trefoil nor TII nor to
the best knowledge of Trefoil, any of the executive officers or directors of
TII, has effected any transaction in shares of Common Stock or in shares of
Series A Preferred Stock during the sixty days preceding the date of this
Amendment No. 9.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended and supplemented to include
the following:
Pursuant to a Nonqualified Stock Option Agreement, dated as October 19,
1993 (as amended to date, the "Stock Option Agreement"), on October 19, 1993,
the Company granted to Mr. Gold options to acquire 750,000 shares of Common
Stock pursuant to the 1993 Plan. One-half of the total number of options
granted were exercisable on and after October 19, 1993, an additional 27% of the
options were exercisable on and after December 31, 1993, and an additional 23%
of the options are exercisable on and after December 31, 1994 (provided that Mr.
Gold continues to serve as the Company's Chief Executive Officer on such date).
Vesting may be accelerated in the event of a Change in Control (as defined in
the 1993 Plan) of the Company. The options remain exercisable for two years
following termination of Mr. Gold's service as a director of the Company to the
extent the options were vested and exercisable as of the date Mr. Gold's
services as a director terminated. The exercise price of the options is $11.55
per share, the average fair market value of the Company's Common Stock for the
five trading days immediately preceding the date of grant.
Pursuant to the Management Agreement, dated as December 27, 1989, by and
between SCA and Trefoil, an amount equal to up to 50% of any profits realized by
the officers or directors of SCA in connection with, or upon the disposition by
them of shares of Common Stock acquired upon the exercise of, stock options
granted to them by the Company is required to be paid by SCA to Trefoil.
In connection with the purchase of the Additional Gold Shares described in
Item 3 of this Amendment 9, Mr. Gold borrowed the funds used in connection
therewith pursuant to standard forms of Margin Account Agreements (the "Margin
Agreements") with the Margin Lenders. Pursuant to the Margin Agreements, all of
the Additional Gold Shares have been pledged as collateral. Copies of the
Margin Agreements are attached hereto as Exhibit 13 and are incorporated herein
by reference.
Page 6 of 21
<PAGE>
Mr. Gold is the President and Managing Director of TII (the general partner
of Trefoil) and SCA (a company which provides management and consulting services
to Trefoil and companies in which Trefoil invests, including the Company) and is
a stockholder of both TII and SCA. Except as described in the Schedule 13D, to
the best knowledge of Trefoil, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between Mr. Gold and any
other person with respect to securities of the Company. Trefoil believes that
it is not a member of, and disaffirms the existence of, any "group" (within the
meaning of Rule 13d-5 promulgated under the Exchange Act) with Mr. Gold or any
other person with respect to securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit 12--Schedule of Acquisitions of Additional Gold Shares.
Exhibit 13--Margin Account Agreements between Stanley P. Gold and
PaineWebber Incorporated and between Stanley P. Gold and Goldman, Sachs & Co.
Page 7 of 21
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: May 2, 1994
TREFOIL CAPITAL INVESTORS, L.P.
By: TREFOIL INVESTORS, INC.
its general partner
By: /s/ Robert G. Moskowitz
-----------------------------
Name: Robert G. Moskowitz
Title: Managing Director
Page 8 of 21
<PAGE>
EXHIBIT INDEX
Page
----
Exhibit 12--Schedule of Acquisitions of Additional Gold Shares 10
Exhibit 13--Margin Account Agreements between
Stanley P. Gold and PaineWebber Incorporated and between
Stanley P. Gold and Goldman, Sachs & Co. 11
Page 9 of 21
<PAGE>
EXHIBIT 12
SCHEDULE OF ACQUISITIONS OF GOLD SHARES
<TABLE>
<CAPTION>
Date Number of Shares Price Per Share*
- ---- ---------------- ---------------
<S> <C> <C>
April 19, 1994 3,300 $ 5.75
April 19, 1994 5,000 $ 5.875
April 19, 1994 10,000 $ 5.75
April 20, 1994 1,700 $ 5.75
<FN>
____________________
*Excludes brokerage commissions of $.06 per Share.
</TABLE>
Page 10 of 21
<PAGE>
EXHIBIT 13
PaineWebber
Client's Agreement
Mr. Stanley P. Gold
Introduction
1. This Agreement contains the forms governing an account(s) in my name
for the purchase or sale of property. In the Agreement, "I", "me" or "my" means
each person who signs below. "You," "your" or "PaineWebber" means PaineWebber
Incorporated, its successor firms, subsidiaries, correspondents or affiliates,
or employees. "Property" means all securities, including but not limited to
monies, stocks, options, bonds, notes, futures, contracts, commodities,
certificates of deposit and other obligations, contracts or securities.
Applicable Rules and Regulations
2. All transactions for me shall be subject to the constitution, rules,
regulations, bylaws, interpretations, customs and usages of the exchange or
market and its clearing house, if any, where the transactions are executed.
Such transactions are also subject, where applicable, to the provisions, rules
and regulations of the Securities and Exchange Commission, the Commodity Futures
Trading Commission, the Board of Governors of the Federal Reserve System in
existence at this time and as later amended and supplemented.
Amendment or Waiver
3. I agree that you may change the terms of this agreement at any time
upon prior written notice to me. By continuing to accept the services offered
by you, I indicate to you my acceptance of these changes. If I do not accept
the changes, I must notify you in writing of my refusal and my account will be
cancelled. However, I will remain liable for any outstanding Debits and/or
Charges on my account.
Transactions and Settlements
4. All orders for the purchase and sale of any property will be given by
me and executed with the distinct understanding that an actual purchase or sale
is intended and that it is my intention and obligation in every case to deliver
property to cover any and all sales and in the case of purchases to receive and
pay for property that I will do so upon your demand. In case you make a short
sale of any property at my direction or in case I fail to deliver to you any
property which you have sold at my direction, you are authorized to borrow the
property necessary to enable you to make delivery to the purchaser and I agree
to be responsible for the
Page 11 of 21
<PAGE>
cost or loss you may incur, or the cost of obtaining the property if you are
unable to borrow it. No settlement of my account(s) may occur without your
first receiving all property for which the account is short and all property in
which the account(s) are long being paid for in full and the property then
delivered. You and your correspondents are my constituted agents to complete
all such transactions and are authorized to make advances and expend monies as
are required.
Marking Sell Orders Long or Short
5. When placing with you any sell order for a short account, I will
designate it as such and hereby authorize you to mark the order as being
"short." When placing with you any order for a long account, I will designate
it as such and hereby authorize you to mark the order as being "long." Any sell
order which I shall designate as being for a long account, is for property which
is owned by me and, if you are unable to deliver this property from any
account(s), the placing of the order will constitute my representation that the
property will be delivered as required and that I will reimburse you for any
expense incurred.
Binding Order
6. Any order which I give shall be binding upon me, and (my/our) personal
representative until you receive notice of my death. Such death and notice will
not affect your right to take any action which you could have taken if I had not
died.
Lien Provisions
7. All property held or purchased shall be subject to a lien in your
favor for the discharge of all my indebtedness and any other obligations that I
may owe to you, however and whenever arising, and may be held by you as security
for the payment of any such obligations or indebtedness to you in any account
you maintain for me including any accounts in which I may have an interest. You
are authorized without notice to me whenever you deem it advisable from time to
time (a) to transfer interchangeably between any accounts I have with you any or
all of the Property so held, without regard to whether you have in your
possession or subject to your control other Property of the same kind and
amount; (b) in the usual course of business pledge, repledge, hypothecate
(either for the amount I owe you or for a greater or lesser sum) and lend the
same to you as broker or to others from time to time, separately or commingled
with Property carried for other clients and you shall not be required to deliver
to me the same Property but only Property of the same kind and amount.
Payment of Indebtedness Upon Demand
8. I shall at all times be liable for the payment of any amounts advanced
any debit balance or other obligations owing in any of my account(s) with you
and I shall be liable to you for any deficiency remaining in any such account(s)
in the event of the liquidation thereof, in whole or in part, by you or by me.
I shall make payment of any such debit balance, obligation, deficiency,
indebtedness, including interest and commissions, upon demand and any costs of
collection, including attorney's fees, if incurred by you.
Page 12 of 21
<PAGE>
Interest Provision
9. All amounts advanced and other balances due shall be charged interest
in accordance with your usual custom, which may include the compounding of
interest, including any increases in rates which reflect adjustments in the
PaineWebber Base Loan Rate and such other charges as you may make to cover your
facilities and extra services. Payment of all amounts advanced and other
balances due, together with the interest thereon, shall be made by me to you at
any of your offices which will act as my agent for the transmittal of such
amounts and other balances due to you at New York, New York.
I have read and understand the Statement of Credit Practices describing
interest charges printed on the reverse side:
Sub-Agents
10. You may employ sub-brokers and shall be responsible only for
reasonable care in their selection. You may deal with market makers or members
of any exchange known as specialists or known as odd lot dealers and in the
execution of my orders they may act as sub-brokers for me and may also buy or
sell the property for themselves as dealers for their own account.
Margin Requirements
11. I agree to maintain an account(s) with you such positions and margin
as required by all applicable statutes, rules, regulations procedures, and
customs, or as you deem necessary or advisable, and where applicable, to satisfy
any and all margin calls issued in connection with such business.
Liquidations and Covering Positions
12. You shall have the right in accordance with your general policies
regarding your margin maintenance requirements in existence at the time or; if
in your discretion you consider it necessary for your protection to require
additional collateral or the liquidation of any account of mine, or; in the
event a position in bankruptcy, or for appointment of a receiver is filed by or
against me, or; an attachment is levied against the account(s) of mine or; in
the event of my death, to sell any or all property in the account(s) of mine
with you, whether carried individually or jointly with others, to buy any or all
property which may be short in such account(s), to cancel any open orders and to
close any or all outstanding contracts, all without demand for margin or
additional margin, other notice or sale or purchase, or other notice of
advertisement. Any such sales or purchases may be made at your discretion on
any exchange or other market where such business is usually transacted, or at
public auction or private sale, and you may be the purchasers for your own
account. It is understood a prior demand, or call, or prior notice of the time
and place of such sale or purchase shall not be considered a waiver of your
right to sell or buy without demand or notice as herein provided.
Page 13 of 21
<PAGE>
Binding Notice of Agreement
13. I expressly agree you will not be bound by any representation or
agreement made by any of your employees or agents which purports to affect or
diminish your rights under this agreement.
Effect of Law or Rule Change
14. In the event any one or more of the provisions contained in this
agreement shall for any reason be held to be invalid, illegal, or unenforceable
in any respect such finding or holding shall only effect the provision(s)
involved and the remainder of this agreement and the application of all other
provisions shall not be affected.
Address
15. My address below is and will continue to be a correct address until
your Lincoln Harbor Office receives written notice of any change. Notices and
communications sent to me at such address will constitute personal delivery to
me, whether actually received or not.
Client Representation
16. I represent to have reached the age of majority according to the laws
of the state of my residence. I agree to abide by the rules of the regulatory
agencies and your firm's policy if I am employed by any exchange or any
corporation of which any exchange owns a majority of the capital stock; member
or firm registered on any exchange, bank, trust company, insurance company; or
any company or individual dealing, either as broker or principal in stocks,
bonds, or any other securities, commodities or commercial paper. If during this
agreement I become such an employee, you will be notified. No one other than me
has or will have an interest in any account(s) of mine unless you are notified
in writing by me.
Jurisdiction
17. All transactions made for my account(s) shall be governed by the terms
of this agreement. This agreement and its enforcement shall be construed and
governed by the laws of the State of New York, and shall be binding upon my
heirs, executors, administrators, successors, and assigns.
Credit Review
18. An investigation of my personal and business credit may be made and, I
may make written request, within a reasonable time, for disclosure of the nature
of the investigation.
Page 14 of 21
<PAGE>
Arbitration
19. - Arbitration is final and binding on the parties.
- The parties are waiving their right to seek remedies in court,
including the right to jury trial.
- Pre-arbitration discovery is generally more limited than and
different from court proceedings.
- The arbitrator's award is not required to include factual
findings or legal reasoning and any party's right to appeal or to
seek modification of rulings by the arbitrators is strictly
limited.
- The panel of arbitrators will typically include a minority of
arbitrators who were or are affiliated with the securities
industry.
I agree, and by carrying an account for me PaineWebber agree(s), that any
and all controversies which may arise between me and PaineWebber concerning any
account, transaction, dispute or the construction, performance, or breach of
this or any other agreement, whether entered into prior, on or subsequent to the
date hereof, shall be determined by arbitration. Any arbitration under this
agreement shall be held under and pursuant to and be governed by the Federal
Arbitration Act, and shall be conducted before an arbitration panel convened by
the New York Stock Exchange, Inc. or the National Association of Securities
Dealers, Inc. I may also select any other national security exchange's
arbitration forum upon which PaineWebber is legally required to arbitrate the
controversy with me, including, where applicable, the municipal securities rule
making board. Such arbitration shall be governed by the rules of the
organization convening the panel. I may elect in the first instance the
arbitration forum, but if I fail to make such elect, by registered letter or
telegram addressed to you at your main office, before the expiration of five
days (5) after receipt of a written request from you to make such election, then
you may make such election. The award of the arbitrators, or of the majority of
them, shall be final, and judgment upon the award rendered may be entered in any
court of competent jurisdiction.
No person shall bring a putative or certified class action to arbitration,
nor seek to enforce any pre-dispute arbitration agreement against any person who
has initiated in court a putative class action; who is a member of a putative
class who has not opted out of the class with respect to any claims encompassed
by the putative class action until: (i) the class certification is denied;
(ii) the class is decertified; or (iii) the customer is excluded from the class
by the court. Such forebearance to enforce an agreement to arbitrate shall not
constitute a waiver of any rights under this agreement except to the extent
stated herein.
I expressly agree that service of process in any action shall be sufficient
if served by certified mail, return receipt requested, at my last address known
to you. I expressly waive any defense to service of process as set forth above.
Page 15 of 21
<PAGE>
Assignment
20. This agreement may be assigned by you and will inure to the benefit of
your successors and assigns and you may transfer or assign the account(s) of
mine to them, which shall be binding on me and my personal representatives.
Accuracy of Reports
21. All reports of execution of orders and account statements shall be
conclusive if not objected to by me in writing immediately by notice sent to you
by registered mail.
Joint and Several Liability and Joint Accounts
22. If more than one person signs this agreement, our obligations under
this agreement shall be joint and several. If more than one person signs this
agreement, you may accept any orders and instructions from each, and upon
receipt of inconsistent instructions or a court order, may suspend or terminate
my account.
Liability for Costs of Collection
23. I agree to pay you the reasonable costs and expenses of collection,
including attorney's fees, for any unpaid Debits, Charges, and other amounts
owing you.
Loan Consent
24. By signing this agreement, I acknowledge that you and your successors
and assigns are authorized in the usual course of business to lend, relend,
hypothecate, rehypothecate, pledge or repledge separately or together with the
property of others either to yourselves or to others any property which you may
be carrying for me on margin. This authorization shall apply to all accounts
carried by you for me and shall remain in full force until written notice of
revocation is received by you.
By signing this agreement the customer acknowledges that:
(1) The securities in the customer's margin account may be loaned to the
broker or loaned out to others and;
(2) That the customer has received a copy of this agreement.
This agreement contains a pre-dispute arbitration clause at page 1 at
paragraph 19.
/s/ Stanley Gold
- -------------------------------------------------------------------------------
Signature of Principal (Name and title if a corporation) Date
Page 16 of 21
<PAGE>
Margin Account Application And Agreement
Title of Account
Stanley P. Gold
- -------------------------------------------------------------------------------
No margin account will be established for the customer unless and until the
account is approved for margin transactions by Goldman, Sachs & Co.
To: Goldman, Sachs & Co.
Gentlemen:
This agreement sets forth our respective rights and obligations in
connection with your accepting a margin account or accounts for the undersigned
("Customer"). You and Customer hereby agree to the following with respect to
any of Customer's accounts with you for the purchase and sale of securities:
1. All transactions under this agreement shall be in accordance with the
rules and customs of the exchange or market, and its clearing house,
if any, where the transactions are executed and in conformity with
applicable law and regulations of governmental authorities and future
amendments or supplements thereto.
2. Customer agrees that all securities and other property which you or
any of your affiliates may hold for Customer (either individually or
jointly with others), and the proceeds thereof, shall be subject to a
general lien and security interest for the discharge of all Customer's
obligations to you or any of your affiliates. You may, in your
discretion and without notice to Customer apply or transfer any of
Customer's securities and other property interchangeably between any
of Customer's accounts.
Page 17 of 21
<PAGE>
3. Customer agrees to maintain margins for Customer's account as you may
require from time to time. Customer agrees to pay interest charges
which are imposed, in accordance with your usual custom, with respect
to Customer's account and to pay on demand any debit balance owing
with respect to Customer's account. Customer acknowledges receipt of
the enclosed documents entitled "Interest Charges to Customers."
4. Customer agrees to designate all sell orders for securities as either
"long" or "short." The designation of a sale of a security as "long"
constitutes a certification that the securities to be sold are owned
by Customer and, if such securities are not in your possession, the
placing of such order shall constitute a warranty by Customer that
Customer shall deliver such securities to you on or before settlement
date.
5. In the event of default of any obligation to you or any of your
affiliates, or if for any reason you may deem it advisable for your or
their protection, you may without notice or demand to Customer, and at
such time and place as you may reasonably determine, sell any
securities or other property which you or any of your affiliates may
hold for Customer (either individually or jointly with others) and
apply the proceeds to the discharge of the obligation, or buy in or
borrow any securities or other property said for Customer's account
but undelivered by Customer and cancel any outstanding orders and take
such other action as you deem appropriate. Customer shall remain
liable for any deficiency and shall promptly reimburse you for any
loss or expense incurred thereby, including losses sustained by reason
of your inability to borrow any securities or other property sold for
Customer's account.
6. Customer agrees that securities and other property in Customer's
account may be carried in your general loans and may be pledged or
hypothecated separately or in common with other securities and any
other property for the sum due to you
Page 18 of 21
<PAGE>
thereon or for a greater sum and without retaining in your possession
and control for delivery a like amount of similar securities or other
property. Customer understands that when you hold on Customer's
behalf bonds or preferred stocks which are callable in part by the
issuer, such securities will be subject to your impartial lottery
allocation system in which the probability of Customer's securities
being selected as called is proportional to the holdings of all
customers of such securities held in bulk by or for you; and that you
will withdraw such securities from any depository prior to the first
date on which such securities may be called unless such depository has
adopted an impartial lottery system which is applicable to all
participants. Customer may withdraw uncalled securities prior to a
partial call subject to compliance with applicable margin requirements
and the terms of this agreement and any other agreements between you
and Customer. You are authorized to withdraw securities sold or
otherwise disposed of, and to credit Customer's account with the
proceeds thereof or make such other disposition thereof as Customer
may direct or as provided for in this agreement. You are further
authorized to collect all income and other payments which may become
due on Customer's securities, to surrender for payment maturing
obligations and those called for redemption and to exchange
certificates in temporary form for like certificates in definitive
form, or if the par value of any shares is changed, to effect the
exchange for new certificates. It is understood and agreed by
Customer that although you will use reasonable efforts to effect the
authorization set forth in the preceding sentence, you will incur no
liability for your failure to effect the same.
7. Reports of the execution of orders and statements of Customer's
account shall be conclusive if not objected to in writing within ten
days after forwarding by you to Customer by mail or otherwise.
Page 19 of 21
<PAGE>
8. This agreement and its enforcement shall be governed by the laws of
the State of New York and its provisions shall cover individually and
collectively all accounts as which Customer may maintain with you.
This agreement is binding upon and inures to the benefit of you,
Customer, and our respective legal representatives, successors and
assigns. No waiver of any provision of this agreement shall be deemed
a waiver of any other provision, nor a continuing waiver of the
provision or provisions so waived. All waivers must be in writing.
9. Except as stated below, any controversy between you or any of your
partners or employees on the one hand, and Customer on the other hand,
arising out of or relating to this agreement or the accounts
established hereunder, shall be settled by arbitration, in accordance
with the rules then obtaining of any one of the Arbitration Committee
of the Chamber of Commerce of the State of New York or the American
Arbitration Association or the Board of Arbitration of the New York
Stock Exchange, as Customer may elect. If Customer does not make such
election by registered mail addressed to you at your main office
within five (5) days after receipt of notification from you requesting
such election, then Customer authorizes you to make such election on
behalf of Customer. Any arbitration hereunder shall be before at
least three arbitrators and the award of the arbitrators or of a
majority of them, shall be final, and judgment upon the award rendered
may be entered in any court, state or federal, having jurisdiction.
This clause does not apply to any controversy that a public customer
is guaranteed, under the federal securities laws, the right to pursue
in the federal courts.
10. Customer represents that he or she is of legal age. Customer further
represents that no one except the Customer has an interest in
Customer's account unless such interest is revealed in the title of
such account and in such case, Customer has the interest indicated in
such title.
Page 20 of 21
<PAGE>
11. Customer understands that you may be required to disclose to
securities issuers Customer's name, address and securities' positions
with respect to securities held for Customer in the name of you or
your nominee unless Customer notifies you that Customer objects.
Customer hereby notifies you that Customer does not wish such
disclosure to be made.
Customer should strike out the preceding paragraph if customer consents to such
disclosure.
By signing this agreement customer acknowledges that customer's securities may
be loaned to Goldman, Sachs & Co. or to others.
Signature Additional Signature (if necessary)
/s/ Stanley Gold
- ------------------------------- ---------------------------------------------
- ------------------------------- ---------------------------------------------
Please Print Name Please Print Name
- ------------------------------- ---------------------------------------------
Date Date
For Goldman, Sachs & Co. Use Only
Representative Receiving Account Approved by
- ------------------------------- ---------------------------------------------
- ------------------------------- ---------------------------------------------
Date Date
Page 21 of 21
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)*
L.A. GEAR, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
(Upon Conversion of Series A Cumulative Convertible Preferred Stock)
- -------------------------------------------------------------------------------
(Title of Class of Securities)
501708-10-1
- -------------------------------------------------------------------------------
(CUSIP Number)
DAVID K. ROBBINS, ESQ.
Fried, Frank, Harris, Shriver & Jacobson
725 S. Figueroa Street, Suite 3890, Los Angeles, CA 90017 (213)689-5800
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 28, 1991
- -------------------------------------------------------------------------------
(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 /X/. (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).
<PAGE>
SCHEDULE 13D
CUSIP No. 501708-10-1 Page 2 of 15 Pages
----------- ----- ----
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TREFOIL CAPITAL INVESTORS, L.P.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
NOT APPLICABLE
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
BK, WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(e)
NOT APPLICABLE
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,000,000 SHARES OF SERIES A CUMULATIVE CONVERTIBLE
PREFERRED STOCK (SEE ITEM 6)
SHARES
BENEFICIALLY ----------------------------------------------------------------
8 SHARED VOTING POWER
OWNED BY
-0-
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
1,000,000 SHARES OF SERIES A CUMULATIVE CONVERTIBLE
REPORTING PREFERRED STOCK (SEE ITEM 6)
PERSON 10 SHARES DISPOSITIVE POWER
WITH -0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING
1,000,000 SHARES OF SERIES A CUMULATIVE PREFERRED STOCK
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
NOT APPLICABLE
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30% OF COMMON STOCK (SEE ITEMS 4 AND 5)
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
Page 2 of 15 Pages
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, no par value (the "Common
Stock"), of L.A. Gear, Inc., a California corporation (the "Company"), which is
issuable upon conversion of the shares (the "Shares") of Series A Cumulative
Convertible Preferred Stock, no par value (the "Series A Preferred Stock"), of
the Company to be purchased by Trefoil Capital Investors, L.P., a Delaware
limited partnership ("Trefoil"), pursuant to, and subject to the terms and
conditions of, the Stock Purchase Agreement, dated as of May 27, 1991 (the
"Stock Purchase Agreement"), between Trefoil and the Company. The Company's
principal executive offices are located at 4221 Redwood Avenue, Los Angeles,
California 90066.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c). This Statement is being filed by Trefoil. The general partner of
Trefoil is Trefoil Investors, Inc., a Delaware corporation ("TII"). The
principal executive offices of Trefoil and TII are located at 4444 Lakeside
Drive, P.O. Box 7774, Burbank, California 91510-7774. Trefoil is an investment
partnership organized to acquire businesses, including by investing in leveraged
buyouts and restructurings, and to make strategic investments in debt or equity
securities.
The directors and executive officers of TII and their principal
occupation or employment are as follows:
Name Positions Principal Occupation
---- with TII or Employment
--------- -------------
Roy E. Disney Chairman of the Board Vice Chairman of the Board of
of Directors Directors of Walt Disney
Company (an international
company engaged in family
entertainment with its
principal executive offices
located at 500 South Buena
Vista Drive, Burbank,
California); Chairman of the
Board of Directors of Shamrock
Holdings, Inc. ("Shamrock") (a
holding company engaged
primarily in radio and
television broadcasting,
entertainment software
retailing, real estate
Page 3 of 15 Pages
<PAGE>
development and the making of
investments, with its principal
executive offices located at
4444 Lakeside Drive, Burbank,
California 91510); Chairman of
the Board of Directors of
Shamrock Capital Advisors, Inc.
("SCA") (a closely-held company
providing management and
consulting services principally
to Trefoil and businesses in
which Trefoil invests, with its
principal executive offices
located at 4444 Lakeside Drive,
Burbank, California 91510).
Patricia A. Disney Vice-Chairman of the Vice Chairman of the Board of
Board of Directors Directors of Shamrock, TII and
SCA
Stanley P. Gold President and President and Managing Director
Managing Director of TII and SCA; President and
Chief Executive Officer of
Shamrock
Robert G. Moskowitz Managing Director Managing Director of TII and
SCA; Executive Vice President
of Shamrock
R. Rudolph Reinfrank Managing Director Managing Director of TII and
SCA; Executive Vice President
of Shamrock
Mark S. Siegel Managing Director Managing Director of TII and
SCA; Executive Vice President
of Shamrock; Chairman of the
Board of Show Industries, Inc.
and Sound Warehouse, Inc.
(affiliates of Shamrock engaged
in entertainment software
retailing)
The business address of all of the persons set forth above is 4444
Lakeside Drive, P. O. Box 7774, Burbank, California 91510.
(d)-(f) During the last five years, to the best knowledge of Trefoil, none of
the persons named above has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person 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. Each of the individuals named above is a United States
citizen.
Page 4 of 15 Pages
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
By virtue of the Stock Purchase Agreement, Trefoil may be deemed to
have acquired beneficial ownership of the shares of Common Stock into which the
Shares are convertible (the "Conversion Shares") for purposes of Rule 13d-3(d)
of the rules and regulations under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act").
The total amount of funds required by Trefoil to purchase the Shares
pursuant to the Stock Purchase Agreement is $100 million. Trefoil expects to
obtain the necessary funds from its working capital. Approximately $40 million
of the necessary funds will be obtained under Trefoil's existing $180 million
revolving credit facility established on December 27, 1989(the "Credit
Facility") with the remaining $60 million obtained from capital contributions
from Trefoil's partners. Borrowings under the Credit Facility bear interest, at
the election of TII (in its capacity as general partner of Trefoil), at either
(i) the rate of interest at which Eurodollar deposits are offered to the agent
for the Credit Facility (the "Agent") in an interbank Eurodollar market plus
one-half percentage point or (ii) the Agent's prime rate as publicly announced
from time to time. The Credit Facility is scheduled to terminate on
December 31, 1994, subject to extension at the request of Trefoil for up to two
additional one year terms.
The obligation of the lenders under the Credit Facility (the "Lenders")
to make revolving credit loans to Trefoil is conditioned on Trefoil having
received equity contributions from its partners of not less than 150% of the
amount to be loaned to Trefoil under the Credit Facility. Trefoil has agreed to
indemnify the Lenders against certain claims and liabilities to which they may
become subject in connection with, among other things, Trefoil's use of proceeds
from loans under the Credit Facility (which would include the purchase of the
Shares by Trefoil).
The foregoing description of the Credit Facility is qualified in its
entirety by reference to the full text of the Credit Agreement, dated as of
December 27, 1989, as amended, providing for such Credit Facility, filed as
Exhibit 6 hereof and incorporated herein by reference.
Pursuant to the Stock Purchase Agreement, the Company will pay
directly, or promptly reimburse Trefoil and SCA (the investment manager for
Trefoil and an affiliate of TII and Trefoil) for, all out-of-pocket expenses
(including, but not limited to, fees and expenses of legal counsel, consultants
and accountants) incurred by Trefoil or SCA in connection with the purchase of
the Shares by Trefoil and the transactions contemplated by the Stock Purchase
Agreement.
Page 5 of 15 Pages
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the purchase of the Shares by Trefoil is to acquire a
significant equity interest in the Company. While the acquisition of the Shares
is primarily for investment purposes, Trefoil and SCA expect to be actively
involved in the management of the Company. See Item 6.
Under the terms of the Certificate of Amendment of Restated Articles of
Incorporation of the Company fixing the designation, relative rights,
preferences and limitations of the Series A Preferred Stock (the "Certificate of
Amendment"), holders of the Series A Preferred Stock are entitled to vote on all
matters (other than the election of directors) submitted to a vote of holders of
Common Stock, with holders of Series A Preferred Stock voting along with the
outstanding shares of Common Stock as a single class, with each holder of shares
of Series A Preferred Stock being entitled to cast the number of votes which
could be cast by a holder of the shares of Common Stock into which such holder's
shares of Series A Preferred Stock are convertible on the record date for such
vote.
Holders of Series A Preferred Stock also have the right, voting as a
separate class, to vote on, among other things (A) the authorization or issuance
of shares of any class or classes of the Company's capital stock ranking pari
passu with or prior to the Series A Preferred Stock, (B) the issuance or
authorization of additional shares of Series A Preferred Stock or (C) the
amendment of any of the provisions of the Company's Restated Articles of
Incorporation or the taking of any other corporate action which would alter or
adversely affect in any way the powers, preferences or rights of the Series A
Preferred Stock. So long as shares of Series A Preferred Stock having an
aggregate stated value of at least $25 million are issued and outstanding (the
"Stated Value Condition"), and so long as a majority of such outstanding shares
of Series A Preferred Stock are owned, beneficially or of record, by Trefoil
(collectively, the "Requisite Conditions"), the affirmative vote of the holders
of the Shares, voting as a separate class, shall also be necessary to (A)
authorize, approve or adopt any amendment of the Company's Restated Articles of
Incorporation or Bylaws (with certain exceptions), (B) sell or otherwise dispose
of a material portion of the assets, business or property of the Company, (C)
permit the Company to engage in certain extraordinary corporate transactions, or
(D) approve an increase in the number of members constituting the Company's
Board of Directors in excess of nine (except as otherwise required pursuant to
the Certificate of Amendment).
Pursuant to the Stock Purchase Agreement, the number of directors of
the Company shall be increased from five to nine, effective no later than the
Closing (as defined in the Stock Purchase Agreement). In order to effect such
increase and thereby fulfill its obligations under the Stock Purchase Agreement,
the Company must obtain shareholder approval of the By-law Amendment (as defined
in the Stock Purchase Agreement). Under the terms of the Certificate of
Amendment, if the Requisite Conditions are satisfied, the holders of shares of
Series A Preferred Stock, voting separately as a single class, are entitled to
elect three of the Company's nine directors (the "Series A Directors"). The
Stock Purchase Agreement requires Trefoil to use its best efforts to cause not
less than two of the Series A Directors to be either officers or directors of
SCA (or any successor thereto controlled, directly or indirectly, by the
officers or directors of
Page 6 of 15 Pages
<PAGE>
SCA) or such other individuals as are mutually satisfactory to the Company and
Trefoil. The holders of shares of Common Stock are entitled to elect the
remaining directors; provided that, pursuant to the Stock Purchase Agreement,
the ninth member of the Company's Board of Directors shall be an individual
mutually satisfactory to the Company and Trefoil. If dividends on the Series A
Preferred Stock are in arrears in an amount equal to three full quarterly
dividends or if the Company fails to make any mandatory redemption of the Series
A Preferred Stock within five business days of the date set for redemption, the
holders of shares of Series A Preferred Stock are entitled to elect four
additional directors to the Board of Directors of the Company; provided,
however, that if the Stated Value Condition is not satisfied, the holders of
shares of Series A Preferred Stock are entitled to elect only two additional
directors to the Company's Board of Directors. In such event, the stated
minimum and stated maximum of the authorized number of directors shall increase
as provided in the By-law Amendment. In case any vacancy shall occur among the
directors elected by the holders of shares of Series A Preferred Stock, such
vacancy may be filled for the unexpired portion of the term, to the extent
permitted by the California General Corporation Law, by the Company's Board of
Directors, provided such Board action includes the vote of the remaining
directors theretofore elected by the holders of Series A Preferred Stock or such
directors' successors in office or, if the vacancy is not so filled within
twenty days, by the holders of Series A Preferred Stock.
So long as the Requisite Conditions are satisfied, the affirmative vote
or consent of at least one Series A Director shall be necessary to approve the
following actions by the Company and/or any of its subsidiaries: (i) any
material change in the nature of its business; (ii) any material acquisition;
(iii) any mortgage or pledge of any assets or properties having a book value in
excess of $3 million in the aggregate; (iv) with certain limited exceptions, the
redemption or repurchase of shares of its capital stock; (v) any amendment of
the Bank Credit Agreement (as defined in the Stock Purchase Agreement) pursuant
to which the Company's existing credit facility is provided or any establishment
of a replacement facility therefor providing for working capital borrowings and
letters of credit; (vi) with certain limited exceptions, any incurrence of
indebtedness for borrowed money in an aggregate principal amount exceeding $15
million; (vii) any assumption or guaranty of third party indebtedness in an
aggregate principal amount at any one time outstanding in excess of $100,000;
(viii) with certain limited exceptions, any payment to or other transaction with
any affiliate; (ix) with certain limited exceptions, the entry into, adoption,
amendment or termination of (A) any employment contract, severance contract or
consulting contract requiring payments in excess of $100,000 individually or (B)
any bonus, profit-sharing, pension or other employee benefit or special
compensation plans or programs; (xi) with certain limited exceptions, any
issuance of any of its equity securities; (xii) with certain limited exceptions,
any entry into, early termination of or material amendment to or modification
of, any material contract or agreement, including, without limitation, any
endorsement or sponsorship agreement providing for payments in excess of
$100,000; and (xiii) the adoption and any material amendment or modification of
its annual operating plan.
Holders of Shares are entitled to receive cumulative cash dividends at
an annual rate of 7.50% per annum (subject to adjustments and compounding in the
event of certain defaults), payable quarterly in arrears. Each Share is
convertible into 8.3752 shares of Common
Page 7 of 15 Pages
<PAGE>
Stock (the "Conversion Ratio") at any time before redemption. The Conversion
Ratio is subject to upward adjustment prior to the Closing (see Item 5) and is
also subject to certain antidilution adjustments. The Certificate of Amendment
requires the Company to redeem, at a price of $100 per Share plus accrued and
unpaid dividends, 350,000 Shares on August 31, 1996 and 162,500 Shares on each
August 31 thereafter until all of the Shares shall have been redeemed. Except
under certain specified circumstances, the Company is not permitted to elect to
redeem any Shares prior to the second anniversary of the date on which the
Shares are first issued. Thereafter, under certain specified circumstances, the
Company has the right to redeem Shares in integral multiples having an aggregate
stated value of at least $15 million.
The Stock Purchase Agreement provides that, until the earlier of (i)
the date on which Trefoil no longer beneficially owns at least 10% of the then
outstanding shares of Common Stock and (ii) the Special Event Date (as defined
in the Stock Purchase Agreement), Trefoil will not, directly or indirectly,
acquire shares of Common Stock that would increase the percentage of Common
Stock (on a fully diluted basis) then owned by Trefoil to more than 40% of the
outstanding Common Stock on a fully diluted basis, unless the acquisition taking
Trefoil beyond the 40% level (x) is approved by the independent members of the
Company's Board of Directors or (y) is effected pursuant to the exercise by
Trefoil of its right of first refusal as set forth in the Shareholder Agreement,
dated as of May 27, 1991 (the "Shareholder Agreement"), between Trefoil and
Robert Y. Greenberg. During the period in which the foregoing standstill
provision remains in effect, (i) neither Trefoil nor any of its affiliates shall
join in a partnership, limited partnership, syndicate or other group with any
other person (other than SCA or the general or limited partners of Trefoil) for
the purpose of voting Common Stock or Series A Preferred Stock (voting together
with the Common Stock as a single class) in opposition to the recommendation of
the Company's Board of Directors, and (ii) Trefoil shall not sell shares of
Common Stock (obtained by it either upon conversion of shares of Series A
Preferred Stock or otherwise) (A) in block transactions in excess of 10% of the
Common Stock on a fully diluted basis or (B) knowingly to any person who, after
such sale, would beneficially own more than 10% of the then outstanding shares
of Common Stock on a fully diluted basis, except in response to a tender, self-
tender or exchange offer to acquire Common Stock.
The Stock Purchase Agreement also provides that Trefoil will retain at
least a majority of the outstanding shares of Series A Preferred Stock until the
third anniversary of the Closing Date (as defined in the Stock Purchase
Agreement). During such three year period, Trefoil is prohibited from selling
Shares in block transactions of more than $25 million in aggregate stated value.
If (i) the Company enters into a definitive agreement with respect to
the merger of the Company with or into another corporation, (ii) the Current
Market Price (as defined in the Certificate of Amendment) of the Common Stock
for the twenty consecutive Trading Days (as defined in the Certificate of
Amendment) immediately prior to the execution and delivery of such definitive
agreement is at least 175% of the Conversion Price (as defined in the
Certificate of Amendment), (iii) the per share consideration to be received by
the holders of shares of Common Stock upon the consummation of such merger is
equal to at least 175% of the Conversion Price, and (iv) the per share
consideration to be received by holders of Series A Preferred Stock upon
Page 8 of 15 Pages
<PAGE>
the consummation of such merger is not less than an amount equal to the product
of (A) the per share consideration to be received by the holders of Common Stock
upon the consummation of such merger and (B) the Conversion Ratio, the Stock
Purchase Agreement provides that Trefoil will promptly deliver to the Company or
its nominee, at the Company's request, an irrevocable proxy to vote all of its
then outstanding Shares in favor of the merger.
As a result of the contemplated purchase of the Shares by Trefoil,
Trefoil may be deemed to beneficially own 8,375,200 shares of Common Stock
(approximately 30% of the outstanding Common Stock on a fully diluted basis).
Subject to the terms of the Stock Purchase Agreement and subject also to market
and general economic conditions, the business affairs and financial condition of
the Company, the availability of Common Stock at favorable prices, alternative
investment opportunities available to Trefoil and other factors deemed relevant
by it, Trefoil may acquire additional shares of Common Stock in the open market,
in privately negotiated transactions or otherwise.
In addition, pursuant to the Shareholder Agreement, Trefoil has a right
of first refusal to purchase the 3,537,700 shares of Common Stock beneficially
owned by Robert Y. Greenberg (the "Greenberg Shares"), Chairman of the Board and
President of the Company, for a period of thirty-six months from the Closing
Date; PROVIDED, HOWEVER, that such purchase right does not apply to the first
200,000 shares of Common Stock sold by Mr. Greenberg each year during the term
of the Shareholder Agreement. Mr. Greenberg has also agreed that, prior to the
Closing, he will not (i) sell or otherwise transfer, or enter into any voting
agreement or arrangement with respect to, the Greenberg Shares, or (ii)
initiate, solicit or encourage in any way any offer or proposal, or participate
in any discussions or negotiations regarding, or furnish any information with
respect to, any Alternative Transaction (as defined in the Stock Purchase
Agreement), except as expressly permitted in the Shareholder Agreement.
Pursuant to the Shareholder Agreement, Mr. Greenberg has agreed to vote all of
the Greenberg Shares (and any shares of Common Stock acquired by Mr. Greenberg
after the date of the Shareholder Agreement) in favor of the Articles Amendment
(as defined in the Stock Purchase Agreement), the issuance of Shares pursuant to
the Stock Purchase Agreement and the By-law Amendment.
While Trefoil does not have any present plans to sell any of the Shares
or Conversion Shares, subject to the provisions of the Stock Purchase Agreement
prohibiting or limiting such sales as discussed above, Trefoil could determine,
based upon market and general economic conditions, the business affairs and
financial condition of the Company, the market price of the Common Stock and
other factors deemed relevant by it, to sell some or all of the Shares, the
Conversion Shares or any other shares of Common Stock acquired by Trefoil after
the Closing Date (such shares of Common Stock together with the Conversion
Shares are collectively referred to herein as the "Registrable Securities").
Pursuant to the Registration Rights Agreement, dated as of May 27, 1991 (the
"Registration Rights Agreement"), between Trefoil and the Company, Trefoil has
the right (i) on three occasions to require the Company to effect a registration
of its Registrable Securities and (ii) to require the Company to include its
Registrable Securities in any registration by the Company of the Company's
securities under the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.
Page 9 of 15 Pages
<PAGE>
The foregoing descriptions of the Stock Purchase Agreement, Certificate
of Amendment, Shareholder Agreement, and Registration Rights Agreement are
qualified in their entirety by reference to the full text thereof, filed as
Exhibits 1, 2, 3 and 4, respectively, hereof and incorporated herein by
reference.
The response set forth below in Item 6 is incorporated herein by
reference in its entirety.
Subject to the foregoing and to the responses to Items 5 and 6, Trefoil
has no plans or proposals which relate to or would result in any such
transaction, event or action as is enumerated in paragraphs (a) through (j) of
Item 4 to the form of Schedule 13D promulgated under the Exchange Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) For purposes of Rule 13d-3 promulgated under the Exchange Act, by
virtue of the Stock Purchase Agreement, Trefoil may be deemed to be the owner of
8,375,200 shares of Common Stock, constituting approximately 30% of the issued
and outstanding shares of Common Stock on a fully diluted basis. For purposes
of Rule 13d promulgated under the Exchange Act, TII may be deemed to be the
beneficial owner of such shares of Common Stock by virtue of its being the
general partner of Trefoil.
Pursuant to the Certificate of Amendment, the Initial Conversion
Price (as defined in the Certificate of Amendment) is $11.94 and is subject to
downward adjustment prior to the Closing if the Current Market Price for the
Common Stock is less than $10.85 (i) for the ten consecutive Trading Days
following the date of the public release of the Company's earnings for its
fiscal quarter ending May 31, 1991 or (ii) for the five consecutive Trading Days
following the date on which the Company first mails the Proxy Material (as
defined in the Stock Purchase Agreement). If the Conversion Price is reduced,
the Conversion Ratio would be thereby increased, which would result in more
shares of Common Stock being issuable upon conversion of the Shares.
(b) The Stock Purchase Agreement grants Trefoil the right to acquire
the Shares, subject to the terms and conditions set forth therein. See Item 6
below. Until such time as Trefoil acquires the Shares, the Shares shall remain
unissued by the Company.
(c) Except as described, neither Trefoil nor TII nor, to the best
knowledge of Trefoil, any of the executive officers or directors of TII, has
effected any transaction in the Shares or in shares of Common Stock during the
sixty days preceding the date of this Statement.
(d) See response to Item 5(b) above.
(e) Not applicable.
Page 10 of 15 Pages
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The responses set forth above in the last paragraph of Item 3 and in
Item 4 are incorporated herein by reference in their entirety.
The Stock Purchase Agreement provides for the acquisition of the Shares
by Trefoil from the Company in exchange for $100 million. The Closing is
scheduled to occur on the third business day following the satisfaction or
waiver of all of the conditions to the parties' respective obligations under the
Stock Purchase Agreement, but in no event later than October 31, 1991 (the
"Automatic Termination Date").
The Company has covenanted in the Stock Purchase Agreement, among other
things, (i) to cause the Company and its subsidiaries to conduct their
respective businesses in the ordinary course, (ii) to reserve, and to file an
application to list on the New York Stock Exchange, the Conversion Shares, and
(iii) to use its best efforts to cause Shareholder Approval (as defined in the
Stock Purchase Agreement) to be obtained at the Shareholder Meeting (as defined
in the Stock Purchase Agreement) to be held on or before October 15, 1991. The
Stock Purchase Agreement also provides that the Company will not, and will cause
each of its officers, directors, employees, agents, legal and financial
advisors, and affiliates not to, initiate, solicit or encourage in any way any
offer or proposal, or participate in any discussions or negotiations regarding,
or furnish any information with respect to, any Alternative Transaction, except
as expressly permitted in the Stock Purchase Agreement. The Company has agreed
to promptly communicate to Trefoil the terms of any proposal received by the
Company pertaining to any Alternative Transaction. The Stock Purchase Agreement
further provides that, for a period of three years from the Closing Date, with
certain limited exceptions, neither Trefoil nor any of its affiliates shall
engage, directly or indirectly, in the Athletic Footwear Business (as defined in
the Stock Purchase Agreement) or in any Competitive Business (as defined in the
Stock Purchase Agreement).
The respective obligations of the Company and Trefoil to consummate the
transactions contemplated by the Stock Purchase Agreement are conditioned upon,
among other things, (i) the absence of any legal action that would make the
transactions contemplated by the Stock Purchase Agreement illegal, (ii) the
expiration or early termination of any applicable waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) Shareholder
Approval having been duly and validly obtained, and (iv) the Renegotiated Credit
Agreement being in full force and effect on the Closing Date. For purposes of
the Stock Purchase Agreement, the term "Renegotiated Credit Agreement" means the
amendment of the Bank Credit Agreement to reflect, or a replacement facility for
the Bank Credit Agreement which reflects, the terms set forth on Schedule 7.15
to the Stock Purchase Agreement (a copy of which is filed as part of Exhibit 1
hereof and is incorporated herein by reference). The obligations of Trefoil
under the Stock Purchase Agreement are further conditioned upon, among other
things, (i) Mr. Greenberg having performed or complied in all material respects
with all obligations,
Page 11 of 15 Pages
<PAGE>
agreements and covenants in the Shareholder Agreement to be performed or
complied with by him on or before the Closing Date, (ii) no Material Event (as
defined in the Stock Purchase Agreement) having occurred, (iii) the Company's
Restated Articles of Incorporation having been amended and supplemented by the
Certificate of Amendment, (iv) the Company having obtained all consents
necessary for the issuance of the Shares, (v) the Conversion Shares having been
duly approved for listing on the New York Stock Exchange (subject to notice of
issuance), (vi) the Registration Rights Agreement and the Services Agreement,
dated as of May 27, 1991 (the "Services Agreement"), between the Company and SCA
being in full force and effect, (vii) the Company's Board of Directors not
having withdrawn its approval of the transactions contemplated by the Stock
Purchase Agreement, and (viii) the three designees of Trefoil having been
appointed to the Company's Board of Directors. For purposes of the Stock
Purchase Agreement, the term "Material Event" means (i) the death of Robert Y.
Greenberg or Mr. Greenberg otherwise having become physically or mentally unable
to perform his duties as President of the Company or (ii) the incurrence by the
Company for its fiscal quarter ending on May 31, 1991 of a loss before income
taxes in excess of $15 million (as reported in the financial statements included
in the Company's Form 10-Q for the fiscal quarter ended May 31, 1991) or
(iii) the Backlog Margin (as defined in the Stock Purchase Agreement) being less
than 37% on June 30, 1991, 36% on July 31, 1991, 36% on August 31, 1991 or 36%
on September 30, 1991 or (iv) Incoming Orders (as defined in the Stock Purchase
Agreement) for any of June, July, August and September 1991 being less than
$35,800,000, $24,700,000, $46,200,000, and $40,800,000, respectively.
The Stock Purchase Agreement may be terminated at any time prior to
Closing (i) by mutual written consent of the parties thereto, (ii) by either
Trefoil or the Company, if the Closing shall not have occurred on or before the
Automatic Termination Date, (iii) by either Trefoil or the Company, if the other
party shall breach any of its representations, warranties, covenants or
agreements contained therein (and, in the case of any covenant or agreement,
such breach is not cured within fifteen days after such breaching party has been
notified of the other party's intent to terminate the Stock Purchase Agreement),
(iv) by the Company if its Board of Directors, in accordance with the express
provisions of the Stock Purchase Agreement, determines to provide information
to, or undertake discussions or negotiations with, any person submitting an
unsolicited written offer relating to an Alternative Transaction, (v) by Trefoil
if the Company breaches any of the non-solicitation provisions of the Stock
Purchase Agreement described above, (vi) by Trefoil if Mr. Greenberg breaches
any of his representations, warranties, covenants or agreements contained in the
Shareholder Agreement, (vii) by either Trefoil or the Company, if Shareholder
Approval is not obtained at the Shareholder Meeting, (viii) by Trefoil if the
Company's Board of Directors modifies, amends or withdraws any of its approvals
or recommendations with respect to the transactions contemplated by the Stock
Purchase Agreement, (ix) by the Company, at any time after July 26, 1991 and
prior to July 31, 1991, if the Company has not entered into the Bank Commitment
(as defined in the Stock Purchase Agreement) or the Renegotiated Credit
Agreement; provided that the Company (a) is not otherwise in breach of the Stock
Purchase Agreement and (b) has paid the Bank Fee (as defined in the Stock
Purchase Agreement) to Trefoil (see discussion below), and (x) by Trefoil if a
Material Event shall have occurred. Under certain specified circumstances, the
Company shall
Page 12 of 15 Pages
<PAGE>
pay a Termination Fee (as defined in the Stock Purchase Agreement) ranging from
$500,000 to $6 million to Trefoil upon termination of the Stock Purchase
Agreement.
If the Company has not entered into the Renegotiated Credit Agreement
prior to July 26, 1991, the Company shall pay to Trefoil a Bank Fee in the
amount of $500,000. Concurrently with the Closing, the Company shall pay to SCA
a Completion Fee in the amount of $3.75 million, less the Bank Fee, if any, paid
by the Company to Trefoil. If the Stock Purchase Agreement is terminated for
the reasons set forth in clause (ix) of the preceding paragraph and the Company
enters into a definitive agreement prior to the Automatic Termination Date to
effect an Alternative Transaction, and such Alternative Transaction is
thereafter consummated, the Company shall pay to Trefoil a supplemental fee in
the amount of $5 million concurrently with the consummation of such Alternative
Transaction.
Concurrently with the execution of the Stock Purchase Agreement, the
Company entered into a three year management and consulting agreement with SCA.
Pursuant to the Services Agreement, commencing on the Closing Date, SCA will
consult with, and provide advice to, the officers and employees of the Company
concerning matters (i) relating to the Company's financial policies and the
development and implementation of the Company's business plans and
(ii) generally arising out of the business affairs of the Company. SCA will
render such services to the Company on a non-exclusive basis. SCA's
compensation for such management and consulting services will be $500,000 in the
first year of SCA's engagement to provide services under the Services Agreement
(a "Service Year"), $600,000 in the second Service Year, and $700,000 in the
third Service Year. The Company will also (i) reimburse SCA for all of its
reasonable out-of-pocket costs and expenses (including, without limitation, the
fees and disbursements of its counsel) incurred in connection with the
performance of its services under the Services Agreement and (ii) pay customary
directors fees to the officers and directors of SCA serving as directors of the
Company.
The Services Agreement may be terminated at any time, with or without
cause, by SCA or the Company. Except in the circumstances described below, any
such termination of the Services Agreement by the Company shall not relieve the
Company from its obligations to pay to SCA any unpaid portion of the total
amount of fees due to SCA thereunder and to reimburse SCA for any and all
expenses incurred by SCA in connection with the performance of its services
thereunder. If (i) Trefoil's investment in the Company, at any time during the
term of the Services Agreement, is less than $25 million, or (ii) during the
three years following the Closing Date, SCA provides services to an entity
(other than the Company of any of its subsidiaries or affiliates) (A) engaged in
the Athletic Footwear Business or a Competitive Business and (B) in which
Trefoil is prohibited from investing in or acquiring pursuant to the specific
relevant provisions of the Stock Purchase Agreement, then the independent
directors of the Company may elect to terminate the Services Agreement without
cause and, upon such termination, the Company shall be obligated to pay to SCA
all amounts due thereunder, other than compensation not yet due and payable to
SCA thereunder for any remaining Service Year. The Company has also agreed to
indemnify SCA against all claims, liabilities, expenses, losses or damages
(including, without limitation, the fees and disbursements of its counsel)
related to our arising out of actions taken by SCA pursuant to the terms of the
Services Agreement;
Page 13 of 15 Pages
<PAGE>
provided that such liabilities do not result primarily from actions taken or
omitted to be taken by SCA in bad faith or due to SCA's gross negligence or
willful misconduct. The Company's obligations to indemnify SCA survives
termination of the Services Agreement.
The foregoing descriptions of the Stock Purchase Agreement and the
Services Agreement are qualified in their entirety by reference to the full text
thereof, filed as Exhibits 1 and 5, respectively, hereof and incorporated herein
by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 -- Stock Purchase Agreement, dated as of May 27, 1991,
between Trefoil Capital Investors, L.P. and
L.A. Gear Inc.
Exhibit 2 -- Certificate of Amendment of Restated Articles of
Incorporation of L.A. Gear, Inc.
Exhibit 3 -- Registration Rights Agreement, dated as of May 27, 1991,
between Trefoil Capital Investors, L.P. and
L.A. Gear, Inc.
Exhibit 4 -- Shareholder Agreement, dated as of May 27, 1991, between
Robert Greenberg and Trefoil Capital Investors,
L.P.
Exhibit 5 -- Services Agreement, dated as of May 27, 1991, between
Shamrock Capital Advisors, Inc. and L.A. Gear, Inc.
Exhibit 6 -- Credit Agreement, dated as of December 27, 1989, by and
among Trefoil Capital Investors, L.P., the Banks
which are parties thereto, and the Agent, as
amended.
Page 14 of 15 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: June 6, 1991
TREFOIL CAPITAL INVESTORS, L.P.
By: TREFOIL INVESTORS, INC.
its general partner
By: /s/ Robert Moskowitz
--------------------------------
Name: Robert G. Moskowitz
Title: Managing Director
Page 15 of 15 Pages
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
L.A. GEAR, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
(Upon Conversion of Series A Cumulative Convertible Preferred Stock)
- -------------------------------------------------------------------------------
(Title of Class of Securities)
501708-10-1
- -------------------------------------------------------------------------------
(CUSIP Number)
DAVID K. ROBBINS, ESQ.
Fried, Frank, Harris, Shriver & Jacobson
725 S. Figueroa Street, Suite 3890, Los Angeles, CA 90017 (213) 689-5800
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 25, 1991
- -------------------------------------------------------------------------------
(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).
<PAGE>
SCHEDULE 13D
CUSIP No. 501708-10-1 Page 2 of 10 Pages
----------- --- ----
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TREFOIL CAPITAL INVESTORS, L.P.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
NOT APPLICABLE
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
BK, WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
NOT APPLICABLE
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,000,000 SHARES OF SERIES A CUMULATIVE
CONVERTIBLE PREFERRED STOCK (SEE ITEM 6)
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
-----------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
1,000,000 SHARES OF SERIES A CUMULATIVE
PERSON CONVERTIBLE PREFERRED STOCK (SEE ITEM 6)
-----------------------------------------------------------
WITH
10 SHARES DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 SHARES OF SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
NOT APPLICABLE
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34% OF COMMON STOCK. (SEE ITEMS 4 AND 5)
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
<PAGE>
This Statement relates to the Schedule 13D filed on June 6, 1991 (the
"Schedule 13D") by Trefoil Capital Investors, L.P., a Delaware limited
partnership ("Trefoil") with regard to beneficial ownership of the common stock,
no par value (the "Common Stock"), of L.A. Gear, Inc., a California corporation
(the "Company"), which is issuable upon conversion of the shares (the "Shares")
of Series A Cumulative Convertible Preferred Stock, no par value (the "Series A
Preferred Stock"), of the Company to be purchased by Trefoil pursuant to, and
subject to the terms and conditions of, the Stock Purchase Agreement, dated as
of May 27, 1991 (the "Stock Purchase Agreement"), between Trefoil and the
Company,, as amended by the Amendment to Stock Purchase Agreement, dated as of
July 25, 1991 (the "Amendment"), between Trefoil and the Company, and
constitutes Amendment No. 1 to the Schedule 13D. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms in the
Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
On July 25, 1991, Trefoil and the Company entered into the Amendment,
thereby amending and supplementing the terms and provisions of the Stock
Purchase Agreement and certain terms of the Series A Preferred Stock set forth
in the Certificate of Amendment.
Pursuant to the Amendment, the holders of outstanding shares of Series
A Preferred Stock are entitled, in addition to the voting rights otherwise set
forth in the Stock Purchase Agreement, to certain class voting rights with
respect to (i) certain reorganizations, recapitalizations and mergers, (ii) any
material change in the nature of the Company's business, and (iii) certain
material corporate transactions. The Amendment further provides that in the
event of certain dividend or redemption defaults by the Company, the number of
directors of the Company will be increased to 13 and the holders of Series A
Preferred Stock, voting separately as a series, will have the exclusive right to
elect 7 of the 13 directors (the three Series A Directors plus four additional
directors). Accordingly, the third, fourth and fifth paragraphs of Item 4 of
the Schedule 13D are hereby deleted in their entireties and replaced by the
following:
Holders of Series A Preferred Stock also have the right, voting
as a separate class, to vote on, among other things (A) the
authorization or issuance of shares of any class or classes of the
Company's capital stock ranking pari passu with or prior to the Series
A Preferred Stock, (B) the issuance or authorization of additional
shares of Series A Preferred Stock or (C) the amendment of any of the
provisions of the Company's Restated Articles of Incorporation or the
taking of any other corporate action which would alter or adversely
affect in any way the powers, preferences or rights of the Series A
Preferred Stock. So long as shares of Series A Preferred Stock having
an aggregate stated value of at least $25 million are issued and
outstanding (the "Stated Value Condition"), and so long as a majority
of such outstanding shares of Series A Preferred Stock are owned,
beneficially or of record, by Trefoil (collectively, the "Requisite
Conditions"), the affirmative vote of the holders of the Shares,
voting as a separate class, shall also be necessary to (A) authorize,
approve or adopt any amendment of the Company's Restated Articles of
Incorporation or Bylaws (with certain exceptions), (B) sell or
otherwise dispose of
Page 3 of 10 Pages
<PAGE>
a material portion of the assets, business or property of the Company,
or (C) permit the Company to engage in certain extraordinary corporate
transactions (except, with respect to (C), in the case of a
reorganization, recapitalization or merger where (i) the resulting or
surviving corporation will have after such reorganization,
recapitalization or merger no stock either authorized or outstanding
ranking prior to, or on a parity with, the Series A Preferred Stock or
the stock of the resulting or surviving corporation issued in exchange
therefor, (ii) the terms of such reorganization, recapitalization or
merger do not alter, change or otherwise adversely affect in any way
the powers, preferences or rights of the Series A Preferred Stock, and
(iii) the resulting or surviving corporation will have immediately
after such reorganization, recapitalization or merger (x) a
Consolidated Tangible Net Worth (as defined in the Certificate of
Amendment) not less than the greater of the Consolidated Tangible Net
Worth of the Company immediately prior to such reorganization,
recapitalization or merger and $240 million and (y) a Leverage Ratio
(as defined in the Certificate of Amendment) not exceeding the lesser
of the Leverage Ratio of the Company immediately prior to the
consummation of such reorganization, recapitalization or merger and
1:1).
Pursuant to the Stock Purchase Agreement, the number of directors
of the Company shall be increased from five to nine, effective no
later than the Closing (as defined in the Stock Purchase Agreement).
In order to effect such increase and thereby fulfill its obligations
under the Stock Purchase Agreement, the Company must obtain
shareholder approval of the By-law Amendment (as defined in the Stock
Purchase Agreement). Under the terms of the Certificate of Amendment,
if the Requisite Conditions are satisfied, the holders of shares of
Series A Preferred Stock, voting separately as a single class, are
entitled to elect three of the Company's nine directors (the "Series A
Directors"). The Stock Purchase Agreement requires Trefoil to use its
best efforts to cause not less than two of the Series A Directors to
be either officers or directors of SCA (or any successor thereto
controlled, directly or indirectly, by the officers or directors of
SCA) or such other individuals as are mutually satisfactory to the
Company and Trefoil. The holders of shares of Common Stock are
entitled to elect the remaining directors; provided that, pursuant to
the Stock Purchase Agreement, the ninth member of the Company's Board
of Directors shall be an individual mutually satisfactory to the
Company and Trefoil. So long as the Stated Value Condition is
satisfied, if dividends on the Series A Preferred Stock are in arrears
in an amount equal to three full quarterly dividends or if the Company
fails to make any mandatory redemption of the Series A Preferred Stock
within five business days of the date set for redemption, the number
of directors of the Company will be increased to thirteen and the
holders of shares of Series A Preferred Stock will have the exclusive
right to elect four directors of the Company, in addition to the three
Series A Directors. If the Stated Value Condition is not satisfied at
any time at which either three full quarterly dividends are in arrears
or the Company fails to fulfill its mandatory redemption obligations,
then the holders of shares of Series A Preferred Stock will have the
exclusive right to elect two of the then current number
Page 4 of 10 Pages
<PAGE>
of directors of the Company. In case any vacancy shall occur among
the directors elected by the holders of shares of Series A Preferred
Stock, such vacancy may be filled for the unexpired portion of the
term, to the extent permitted by the California General Corporation
Law, by the Company's Board of Directors, provided such Board action
includes the vote of the remaining directors theretofore elected by
the holders of Series A Preferred Stock or such directors' successors
in office or, if the vacancy is not so filled within twenty days, by
the holders of Series A Preferred Stock.
So long as the Requisite Conditions are satisfied, the
affirmative vote or written consent of the holders of at least a
majority of the outstanding shares of Series A Preferred Stock shall
be necessary to approve the following actions by the Company and/or
any of its subsidiaries: (i) any material change in the nature of its
business; (ii) any material acquisition; (iii) any mortgage or pledge
of any assets or properties having a book value in excess of $3
million in the aggregate; (iv) with certain limited exceptions, the
redemption or repurchase of shares of its capital stock; (v) any
amendment of the Bank Credit Agreement (as defined in the Stock
Purchase Agreement) pursuant to which the Company's existing credit
facility is provided or any establishment of a replacement facility
therefor providing for working capital borrowings and letters of
credit; (vi) with certain limited exceptions, any incurrence of
indebtedness for borrowed money in an aggregate principal amount
exceeding $15 million; (vii) any assumption or guaranty of third party
indebtedness in an aggregate principal amount at any one time
outstanding in excess of $100,000; (viii) with certain limited
exceptions, any payment to or other transaction with any affiliate;
(ix) any declaration of or payment of any dividend or other
distribution with respect to the Common Stock; (x) with certain
limited exceptions, the entry into, adoption, amendment or termination
of (A) any employment contract, severance contract or consulting
contract requiring payments in excess of $100,000 individually or (B)
any bonus, profit-sharing, pension or other employee benefit or
special compensation plans or programs; (xi) with certain limited
exceptions, any issuance of any of its equity securities; (xii) with
certain limited exceptions, any entry into, early termination of or
material amendment to or modification of, any material contract or
agreement, including, without limitation, any endorsement or
sponsorship agreement providing for payments in excess of $100,000;
and (xiii) the adoption and any material amendment or modification of
its annual operating plan.
Pursuant to the Amendment, the Conversion Ratio is fixed at 10 and is
not subject to adjustment prior to the Closing. Thus, upon consummation of the
contemplated purchase of the Shares by Trefoil, Trefoil may be deemed to
beneficially own 10,000,000 shares of Common Stock (approximately 34% of the
outstanding Common Stock on a fully diluted basis). Accordingly, the sixth
paragraph of Item 4 of the Schedule 13D is hereby deleted in its entirety and
replaced with the following and the first sentence of the tenth paragraph of
Item 4 of the Schedule 13D is hereby deleted:
Page 5 of 10 Pages
<PAGE>
Holders of Shares are entitled to receive cumulative cash
dividends at an annual rate of 7.50% per annum (subject to adjustments
and compounding in the event of certain defaults), payable quarterly
in arrears. Each Share is convertible into 10 shares of Common Stock
(the "Conversion Ratio") at any time before redemption. The
Conversion Ratio is subject to certain antidilution adjustments. The
Certificate of Amendment requires the Company to redeem, at a price of
$100 per Share plus accrued and unpaid dividends, 350,000 Shares on
August 31, 1996 and 162,500 Shares on each August 31 thereafter until
all of the Shares shall have been redeemed. Except under certain
specified circumstances, the Company is not permitted to elect to
redeem any Shares prior to the second anniversary of the date on which
the Shares are first issued. Thereafter, under certain specified
circumstances, the Company has the right to redeem Shares in integral
multiples having an aggregate stated value of at least $15 million.
The foregoing descriptions of provisions of the Stock Purchase
Agreement and Certificate of Amendment, as amended, are qualified in their
entirety by reference to the full text thereof, filed as Exhibits 1 and 7
(Amendment to Stock Purchase Agreement) hereof and incorporated herein by
reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) of the Schedule 13D is hereby amended and restated to read
in its entirety as follows:
(a) For purposes of Rule 13d-3 promulgated under the Exchange
Act, by virtue of the Stock Purchase Agreement, Trefoil may be deemed
to be the owner of 10,000,000 shares of Common Stock, constituting
approximately 34% of the issued and outstanding shares of Common Stock
on a fully diluted basis. For purposes of Rule 13d promulgated under
the Exchange Act, TII may be deemed to be the beneficial owner of such
shares of Common Stock by virtue of its being the general partner of
Trefoil.
Pursuant to the Certificate of Amendment, the initial Conversion
Price (as defined in the Certificate of Amendment) is $10.00.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The responses set forth above in Item 4 are incorporated herein by
reference in their entirety.
The Amendment provides for (i) certain additional conditions to the
performance of Trefoil's obligations under the Stock Purchase Agreement, (ii) a
modification of the Incoming Orders test, and (iii) an extension of the Credit
Deadline from July 26, 1991 to August 15, 1991.
Page 6 of 10 Pages
<PAGE>
Accordingly, the fourth and fifth paragraphs of Item 6 of the Schedule 13D are
hereby deleted in their entireties and replaced by the following:
The respective obligations of the Company and Trefoil to
consummate the transactions contemplated by the Stock Purchase
Agreement are conditioned upon, among other things, (i) the absence of
any legal action that would make the transactions contemplated by the
Stock Purchase Agreement illegal, (ii) the expiration or early
termination of any applicable waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended, (iii)
Shareholder Approval having been duly and validly obtained, and (iv)
the Renegotiated Credit Agreement being in full force and effect on
the Closing Date. For purposes of the Stock Purchase Agreement, the
term "Renegotiated Credit Agreement" means the amendment of the Bank
Credit Agreement to reflect, or a replacement facility for the Bank
Credit Agreement which reflects, the terms set forth on Schedule 7.15
to the Stock Purchase Agreement (a copy of which is filed as part of
Exhibit 1 hereof and is incorporated herein by reference). Pursuant
to the Amendment, Trefoil agrees and acknowledges that the draft form
of amendment of the Bank Credit Agreement, in form and substance as
circulated on July 18, 1991 by the Agent under the Bank Credit
Agreement to the Banks listed therein, adequately reflects the terms
set forth on Schedule 7.15 to the Bank Credit Agreement. The
obligations of Trefoil under the Stock Purchase Agreement are further
conditioned upon, among other things, (i) Mr. Greenberg having
performed or complied in all material respects with all obligations,
agreements and covenants in the Shareholder Agreement to be performed
or complied with by him on or before the Closing Date, (ii) no
Material Event (as defined in the Stock Purchase Agreement) having
occurred, (iii) the Company's Restated Articles of Incorporation
having been amended and supplemented by the Certificate of Amendment,
(iv) the Company having obtained all consents necessary for the
issuance of the Shares, (v) the Conversion Shares having been duly
approved for listing on the New York Stock Exchange (subject to notice
of issuance), (vi) the Registration Rights Agreement and the Services
Agreement, dated as of May 27, 1991 (the "Services Agreement"),
between the Company and SCA being in full force and effect, (vii) the
Company's Board of Directors not having withdrawn its approval of the
transactions contemplated by the Stock Purchase Agreement, (viii) the
three designees of Trefoil having been appointed to the Company's
Board of Directors, (ix) the entrance by the Company and its
Subsidiary, L.A. Gear California, Inc., into the Forbearance Agreement
(as defined in the Amendment) on or prior to August 2, 1991 and such
Forbearance Agreement being in full force and effect on the Closing
Date, (x) funding being available to the Company and certain of its
Subsidiaries pursuant to the existing Bank Credit Agreement at all
times prior to the Closing Date, (xi) the receipt by Trefoil, on or
prior to August 2, 1991, of a Statement on Auditing Standards No. 36
Accountant's Review Report from the Company's independent accountants,
KPMG Peat Marwick, with respect to the Company's interim unaudited
consolidated financial statements for the fiscal quarter ended May 31,
1991, in form and substance as set forth on Schedule 7.17 to the Stock
Purchase
Page 7 of 10 Pages
<PAGE>
Agreement (a copy of which is filed as Exhibit A to the Amendment
(which is filed as Exhibit 7 hereof) and is incorporated herein by
reference), except as it relates to modifications thereof concerning
the Company's liquidity caused by the Company's default under the Bank
Credit Agreement arising from its incurrence of a net loss for the
fiscal quarter ended May 31, 1991, and (xii) the Advance Notice By-Law
(as defined in the Amendment, and a copy of which is filed as Exhibit
B to the Amendment (which is filed as Exhibit 7 hereof) and is
incorporated herein by reference). For purposes of the Stock Purchase
Agreement, the term "Material Event" means (i) the death of Robert Y.
Greenberg or Mr. Greenberg otherwise having become physically or
mentally unable to perform his duties as President of the Company or
(ii) the incurrence by the Company for its fiscal quarter ending on
May 31, 1991 of a loss before income taxes in excess of $15 million
(as reported in the financial statements included in the Company's
Form 10-Q for the fiscal quarter ended May 31, 1991) or (iii) the
Backlog Margin (as defined in the Stock Purchase Agreement) being less
than 37% on June 30, 1991, 36% on July 31, 1991, 36% on August 31,
1991 or 36% on September 30, 1991 or (iv) Incoming Orders (as defined
in the Stock Purchase Agreement) for any of June, July, July and
August on a combined basis, and September 1991 being less than
$35,800,000, $24,700,000, $70,900,000, and $40,800,000, respectively.
The Stock Purchase Agreement may be terminated at any time prior
to Closing (i) by mutual written consent of the parties thereto,
(ii) by either Trefoil or the Company, if the Closing shall not have
occurred on or before the Automatic Termination Date, (iii) by either
Trefoil or the Company, if the other party shall breach any of its
representations, warranties, covenants or agreements contained therein
(and, in the case of any covenant or agreement, such breach is not
cured within fifteen days after such breaching party has been notified
of the other party's intent to terminate the Stock Purchase
Agreement), (iv) by the Company if its Board of Directors, in
accordance with the express provisions of the Stock Purchase
Agreement, determines to provide information to, or undertake
discussions or negotiations with, any person submitting an unsolicited
written offer relating to an Alternative Transaction, (v) by Trefoil
if the Company breaches any of the non-solicitation provisions of the
Stock Purchase Agreement described above, (vi) by Trefoil if
Mr. Greenberg breaches any of his representations, warranties,
covenants or agreements contained in the Shareholder Agreement,
(vii) by either Trefoil or the Company, if Shareholder Approval is not
obtained at the Shareholder Meeting, (viii) by Trefoil if the
Company's Board of Directors modifies, amends or withdraws any of its
approvals or recommendations with respect to the transactions
contemplated by the Stock Purchase Agreement, (ix) by the Company, at
any time after August 15, 1991 and prior to August 20, 1991, if the
Company has not entered into the Bank Commitment (as defined in the
Stock Purchase Agreement) or the Renegotiated Credit Agreement;
provided that the Company (a) is not otherwise in breach of the Stock
Purchase Agreement and (b) has paid the Bank Fee (as defined in the
Stock Purchase Agreement) to Trefoil (see discussion below), and
(x) by Trefoil if a Material Event shall have occurred. Under certain
specified
Page 8 of 10 Pages
<PAGE>
circumstances, the Company shall pay a Termination Fee (as defined in
the Stock Purchase Agreement) ranging from $500,000 to $6 million to
Trefoil upon termination of the Stock Purchase Agreement.
The foregoing descriptions of provisions of the Stock Purchase
Agreement, as amended, are qualified in their entireties by reference to the
full text thereof, filed as Exhibit 1 and 7 (Amendment to Stock Purchase
Agreement) hereof and incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and supplemented as follows:
Exhibit 7 -- Amendment to Stock Purchase Agreement, dated as of July
25, 1991, between Trefoil Capital Investors, L.P. and L.A.
Gear, Inc.
Page 9 of 10 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: July 26, 1991
TREFOIL CAPITAL INVESTORS, L.P.
By: TREFOIL INVESTORS, INC.
its general partner
By: /s/ Robert G. Moskowitz
-----------------------------
Name: Robert G. Moskowitz
Title: Managing Director
Page 10 of 10 Pages
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2*)
L.A. GEAR, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
(Upon Conversion of Series A Cumulative Convertible Preferred Stock)
- -------------------------------------------------------------------------------
(Title of Class of Securities)
501708-10-1
- -------------------------------------------------------------------------------
(CUSIP Number)
DAVID K. ROBBINS, ESQ.
Fried, Frank, Harris, Shriver & Jacobson
725 S. Figueroa Street, Suite 3890, Los Angeles, CA 90017 (213) 689-5800
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 29, 1991
- -------------------------------------------------------------------------------
(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).
<PAGE>
This Statement relates to the Schedule 13D filed on June 6, 1991 (the
"Schedule 13D") by Trefoil Capital Investors, L.P., a Delaware limited
partnership ("Trefoil") with regard to beneficial ownership of the common stock,
no par value (the "Common Stock"), of L.A. Gear, Inc., a California corporation
(the "Company"), which is issuable upon conversion of the shares (the "Shares")
of Series A Cumulative Convertible Preferred Stock, no par value (the "Series A
Preferred Stock"), of the Company to be purchased by Trefoil pursuant to, and
subject to the terms and conditions of, the Stock Purchase Agreement, dated as
of May 27, 1991 (the "Stock Purchase Agreement"), between Trefoil and the
Company, as amended by the Amendment to Stock Purchase Agreement, dated as of
July 25, 1991 (the "Amendment"), between Trefoil and the Company, and
constitutes Amendment No. 2 to the Schedule 13D. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms in the
Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended and supplemented to
include the following:
After consultation with senior management of the Company and based on
a review of the Company's operations, Trefoil believes that it is in the best
interest of the Company that certain additions to, and changes in, the Company's
management be implemented as soon as practicable subsequent to the Closing Date.
Trefoil has proposed to the Company that the Company's management could be
enhanced by supplementing its personnel in various areas including, but not
limited to, appointing a chief operating officer, establishing strategic
planning and marketing departments and strengthening the Company's finance and
accounting department. Trefoil also believes that it would be in the best
interest of the Company to increase the proportion of non-employee members on
the Company's Board.
Page 2 of 3 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: July 31, 1991
TREFOIL CAPITAL INVESTORS, L.P.
By: TREFOIL INVESTORS, INC.
its general partner
By: s/ Robert G. Moskowitz
----------------------
Name: Robert G. Moskowitz
Title: Managing Director
Page 3 of 3 Pages
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
L.A. GEAR, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
(Upon Conversion of Series A Cumulative Convertible Preferred Stock)
- -------------------------------------------------------------------------------
(Title of Class of Securities)
501708-10-1
- -------------------------------------------------------------------------------
(CUSIP Number)
DAVID K. ROBBINS, ESQ.
Fried, Frank, Harris, Shriver & Jacobson
725 S. Figueroa Street, Suite 3890, Los Angeles, CA 90017 (213) 689-5800
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 12, 1991
- -------------------------------------------------------------------------------
(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).
<PAGE>
This Statement relates to the Schedule 13D filed on June 6, 1991 (the
"Schedule 13D") by Trefoil Capital Investors, L.P., a Delaware limited
partnership ("Trefoil"), with regard to beneficial ownership of the common
stock, no par value (the "Common Stock"), of L.A. Gear, Inc., a California
corporation (the "Company"), which is issuable upon conversion of the shares
(the "Shares") of Series A Cumulative Convertible Preferred Stock, no par value
(the "Series A Preferred Stock"), of the Company to be purchased by Trefoil
pursuant to, and subject to the terms and conditions of, the Stock Purchase
Agreement, dated as of May 27, 1991 and amended as of July 25, 1991 (as amended,
the "Stock Purchase Agreement"), between Trefoil and the Company, and
constitutes Amendment No. 3 to the Schedule 13D. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms in the
Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended and supplemented to
include the following:
On September 12, 1991, the acquisition of the Shares by Trefoil from
the Company for $100 million, pursuant to the terms and conditions of the Stock
Purchase Agreement, was consummated. The Shares are convertible into 10,000,000
shares of Common Stock (subject to certain anti-dilution adjustments),
constituting approximately 34% of the outstanding Common Stock on a fully
diluted basis. The Conversion Ratio is 10 and the Conversion Price is $10.00.
Both the Conversion Ratio and the Conversion Price are subject to certain post-
closing anti-dilution adjustments.
On September 12, 1991, Trefoil, as the holder of all of the issued and
outstanding shares of Series A Preferred Stock, elected Stanley P. Gold, R.
Rudolph Reinfrank and Robert G. Moskowitz to the Company's Board of Directors.
Upon their election as Series A Directors, Messrs. Gold, Reinfrank and Moskowitz
were each granted options by the Company to purchase 20,000 shares of Common
Stock, exercisable at a price of $12.00 per share and vesting over a three-year
period.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) of the Schedule 13D is hereby amended and supplemented to
include the following:
The response set forth above in Item 4 is incorporated herein by
reference in its entirety.
Page 2 of 4 Pages
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended and supplemented to
include the following:
The response set forth above in Item 4 is hereby incorporated herein
by reference in its entirety.
Page 3 of 4 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: September 16, 1991
TREFOIL CAPITAL INVESTORS, L.P.
By: TREFOIL INVESTORS, INC.
its general partner
By: /s/ Robert G. Moskowitz
-----------------------
Name: Robert G. Moskowitz
Title: Managing Director
Page 4 of 4 Pages
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
L.A. GEAR, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
(Upon Conversion of Series A Cumulative Convertible Preferred Stock)
- -------------------------------------------------------------------------------
(Title of Class of Securities)
501708-10-1
- -------------------------------------------------------------------------------
(CUSIP Number)
DAVID K. ROBBINS, ESQ.
Fried, Frank, Harris, Shriver & Jacobson
725 S. Figueroa Street, Suite 3890, Los Angeles, CA 90017 (213) 689-5800
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 24, 1992
- -------------------------------------------------------------------------------
(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).
<PAGE>
This Statement relates to the Schedule 13D filed on June 6, 1991 (the
"Schedule 13D") by Trefoil Capital Investors, L.P., a Delaware limited
partnership ("Trefoil"), with regard to beneficial ownership of the common
stock, no par value (the "Common Stock"), of L.A. Gear, Inc., a California
corporation (the "Company"), and constitutes Amendment No. 4 to the Schedule
13D. Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to such terms in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended and supplemented to
include the following:
At a special meeting held on January 24, 1992 (the "Special Meeting"),
the board of directors (the "Board") of the Company appointed Stanley P. Gold to
the offices of Chairman of the Board and Chief Executive Officer of the Company,
following the resignation, effective January 24, 1992, of Robert Greenberg as a
member of the Board and from the offices of Chairman of the Board and Chief
Executive Officer of the Company, and from any and all other offices and
directorships held with the Company or any of its subsidiaries or affiliates.
Effective January 24, 1992, Gil N. Schwartzberg resigned as a member
of the Board and from the office of Vice Chairman of the Company, and from any
and all other offices and directorships held with the Company or any of its
subsidiaries or affiliates. The office of Vice Chairman of the Company is
currently vacant.
At the Special Meeting, the Board also reconstituted the Executive
Committee of the Board to consist of Mr. Gold, R. Rudolph Reinfrank and Mark R.
Goldston, the President and Chief Operating Officer of the Company.
Mr. Reinfrank will serve as chairman of the Executive Committee. Messrs. Gold
and Reinfrank have been members of the Executive Committee since September,
1991. Subject to the provisions of Section 3.2 of Article III of the Company's
bylaws, the Board has authorized the Executive Committee to exercise, in the
intervals between Board meetings, all of the powers and authority of the Board
with respect to the general management and supervision of the personnel and the
day-to-day business operations of the Company and its subsidiaries.
At the Special Meeting, the Board also reconstituted the Nominating
Committee of the Board to consist of Mr. Goldston, Stephen A. Koffler and
Robert G. Moskowitz. Mr. Koffler will serve as chairman of the Nominating
Committee. Mr. Moskowitz has been a member of the Nominating Committee since
September, 1991.
Mr. Gold is President and a Managing Director of Trefoil Investors,
Inc. ("TII"), the general partner of Trefoil Capital Investors, L.P.
("Trefoil"), as well as President and a Managing Director of Shamrock Capital
Advisors, Inc. ("SCA"), which provides management and consulting services to
Trefoil and companies in which Trefoil invests, including the Company.
Messrs. Reinfrank and Moskowitz are Managing Directors of TII and SCA.
Page 2 of 4 Pages
<PAGE>
Messrs. Gold, Moskowitz and Reinfrank have served as members of the Board since
the consummation of Trefoil's $100 million investment in the Company in
September, 1991.
Page 3 of 4 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: January 27, 1992
TREFOIL CAPITAL INVESTORS, L.P.
By: TREFOIL INVESTORS, INC.
its general partner
By: /s/ Robert G. Moskowitz
---------------------------
Name: Robert G. Moskowitz
Title: Managing Director
Page 4 of 4 Pages
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
L.A. GEAR, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- -------------------------------------------------------------------------------
(Title of Class of Securities)
501708-10-1
- -------------------------------------------------------------------------------
(CUSIP Number)
DAVID K. ROBBINS, ESQ.
Fried, Frank, Harris, Shriver & Jacobson
725 S. Figueroa Street, Suite 3890, Los Angeles, CA 90017 (213) 689-5800
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 14, 1992
- -------------------------------------------------------------------------------
(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).
<PAGE>
SCHEDULE 13D
CUSIP No. 501708-10-1 Page 2 of 8 Pages
----------- --- ----
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TREFOIL CAPITAL INVESTORS, L.P.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
BK, WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
NOT APPLICABLE
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,000,000 SHARES OF SERIES A CUMULATIVE
NUMBER OF CONVERTIBLE PREFERRED STOCK;
1,000,000 SHARES OF COMMON STOCK (SEE ITEM 5)
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
-----------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
1,000,000 SHARES OF SERIES A CUMULATIVE
PERSON CONVERTIBLE PREFERRED STOCK;
1,000,000 SHARES OF COMMON STOCK (SEE ITEM 5)
WITH -----------------------------------------------------------
10 SHARES DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 SHARES OF SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK;
1,000,000 SHARES OF COMMON STOCK (SEE ITEM 5)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* /X/
SEE ITEM 5
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.9% (SEE ITEM 5)
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
Page 2 of 8 Pages
<PAGE>
This Statement relates to the Schedule 13D filed on June 6, 1991 (the
"Schedule 13D") by Trefoil Capital Investors, L.P., a Delaware limited
partnership ("Trefoil"), with regard to beneficial ownership of the common
stock, no par value (the "Common Stock"), of L.A. Gear, Inc., a California
corporation (the "Company"), and constitutes Amendment No. 5 to the Schedule 13D
("Amendment No. 5"). Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the Schedule 13D, as amended
to date.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended and supplemented to
include the following:
On July 28, 1992, Robert Y. Greenberg delivered written notice to
Trefoil, pursuant to Section 3(a) of the Shareholder Agreement, dated as of May
27, 1991, between Trefoil and Mr. Greenberg, of his intention to sell one
million shares of Common Stock (the "RYG Shares") at a price of $8.50 per share.
On August 14, 1992, Trefoil advised Mr. Greenberg of Trefoil's election to
exercise its right of first refusal with respect to the RYG Shares. The closing
of Trefoil's purchase of the RYG Shares is scheduled to occur on August 25,
1992.
The total amount of funds required by Trefoil to purchase the RYG
Shares is $8.5 million. The necessary funds will be provided from Trefoil's
working capital. Approximately $3.4 million of the necessary funds was provided
from borrowings under Trefoil's Credit Facility, with the remaining $5.1 million
having been provided as capital contributions made by Trefoil's partners. See
Item 3 of the Schedule 13D for a discussion of the principal terms of the Credit
Facility. The Credit Agreement, dated as of December 27, 1989 (as amended),
providing for the Credit Facility was previously filed as Exhibit 6 to the
Schedule 13D and is incorporated herein by reference.
Stanley P. Gold (Chairman of the Board, Chief Executive Officer and a
director of the Company; President and Managing Director of TII) has advised
Trefoil that from July 15, 1992 through the date of this Amendment No. 5, he
purchased 100,000 shares of Common Stock (the "Gold Shares") for an aggregate
purchase price (exclusive of brokerage commissions) of $1,041,812.50.
Mr. Gold has advised Trefoil that he purchased the Gold Shares with
personal funds and that no portion of the purchase price of the Gold Shares
consisted of funds borrowed or otherwise obtained for the purpose of acquiring
the Gold Shares.
Page 3 of 8 Pages
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended and supplemented to
include the following:
Trefoil is acquiring the RYG Shares for purposes of increasing its
equity holdings in the Company. While Trefoil does not have any present plans
to acquire any additional shares of Common Stock or to sell any of the RYG
Shares, the Shares or the Conversion Shares, subject to certain provisions of
the Stock Purchase Agreement prohibiting or limiting the acquisition or sale of
shares of Common Stock, Trefoil could determine, based upon market and general
economic conditions, the business affairs and financial condition of the
Company, the availability of Common Stock at favorable prices and alternative
investment opportunities available to Trefoil and other factors deemed relevant
by it, to acquire additional shares of Common Stock or to sell some or all of
the RYG Shares, the Shares or the Conversion Shares in the open market, in
privately negotiated transactions or otherwise.
If an amount equal to three full quarterly dividends with respect to
the Series A Preferred Stock is at any time in arrears, then Trefoil, as the
holder of all of the issued and outstanding shares of Series A Preferred Stock,
will be entitled (provided that certain conditions are satisfied) to elect four
additional directors to, and will thereby have the exclusive right to elect a
majority of, the Company's Board of Directors. Such directors shall continue in
office until such time as all dividends accumulated on the Series A Preferred
Stock shall have been paid in full. The failure of the Company to pay an amount
equal to three full quarterly dividends will also cause the termination of the
standstill and other related provisions (including, among other things,
limitations on Trefoil's right to acquire additional shares of the Company's
Common Stock) (the "Standstill Provisions") contained in the Stock Purchase
Agreement. As of the date of this Amendment No. 5, dividends of $3.75 million,
representing dividends for the first two quarters of fiscal 1992 with respect to
the Series A Preferred Stock were in arrears. In its Quarterly Report on Form
10-Q for the fiscal quarter ended May 31, 1992, the Company reported that it
does not anticipate being able to pay dividends on the Series A Preferred Stock
at August 28, 1992 (the last business day of the Company's third fiscal
quarter). Accordingly, Treofil currently expects that (i) it will be entitled
to exercise its right to elect additional directors commencing on August 28,
1992, and (ii) that the Standstill Provisions will terminate on that date.
While Trefoil currently has no plans with respect to the election of additional
directors of the Company, Trefoil anticipates exercising such right, in whole or
in part.
Subject to the foregoing, Trefoil has no plans or proposals which
relate to or would result in any such transaction, event or action as is
enumerated in paragraphs (a) through (j) of Item 4 to the form of Schedule 13D
promulgated under Section 13 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
Mr. Gold has advised Trefoil that he acquired the Gold Shares for
investment purposes. Mr. Gold also advised Trefoil that, subject to market and
general economic
Page 4 of 8 Pages
<PAGE>
conditions, the business affairs and financial condition of the Company, the
availability of Common Stock at favorable prices and alternative investment
opportunities available to him and other factors deemed relevant by him, he may
sell the Gold Shares or acquire additional shares of Common Stock in the open
market, in privately negotiated transactions or otherwise.
Mr. Gold has advised Trefoil that, subject to the foregoing, he has no
plans or proposals which relate to or would result in any such transaction,
event or action as is enumerated in paragraphs (a) through (j) of Item 4 to the
form of Schedule 13D promulgated under Section 13 of the Exchange Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 (a) of the Schedule 13D is hereby amended and supplemented to
include the following:
(a) For purposes of Rule 13d-3 promulgated under the Exchange Act,
Trefoil may be deemed to be the owner of 11,000,000 shares (including the
Conversion Shares) of Common Stock, constituting approximately 33.9% of the
issued and outstanding shares of Common Stock on a fully diluted basis. For
purposes of Rule 13d-3 promulgated under the Exchange Act, TII may be deemed to
be the beneficial owner of such shares of Common Stock by virtue of its being
the general partner of Trefoil.
In addition, upon conversion of the Shares, Trefoil will be entitled
to receive any accrued and unpaid dividends on the Shares surrendered for
conversion to the date of such conversion. Such accrued and unpaid dividends
shall be payable by the Company in cash (to the extent funds are legally
available therefor) or, at the option and election of the holder of such Shares,
shall be convertible into Common Stock at a per share price equal to the
Conversion Price (currently $10.00). As of the date of this Amendment No. 5,
dividends of $3.75 million were in arrears with respect to the Series A
Preferred Stock. Dividends in arrears with respect to the Series A Preferred
Stock accrue at the rate of 8.625% until all dividend arrearages are paid.
For purposes of Rule 13d-3 promulgated under the Exchange Act,
Mr. Gold has advised Trefoil that he is the beneficial owner of 110,000 shares
of Common Stock (including 10,000 shares which Mr. Gold has the right to acquire
within sixty days of the date of this Amendment No. 5 through exercise of
options granted to Mr. Gold pursuant to the Company's 1986 Stock Option Plan, as
amended, upon his initial election to the Company's Board of Directors on
September 12, 1991), constituting approximately 0.5% of the issued and
outstanding shares of Common Stock.
Pursuant to Rule 13d-4 promulgated under the Exchange Act, Trefoil
disclaims any beneficial ownership in any shares of Common Stock owned by
Mr. Gold, and the filing of this Amendment No. 5 shall not be construed as an
admission that Trefoil is, for purposes of Section 13(d) or Section 13(g) of the
Exchange Act, the beneficial owner of any securities of the Company owned by
Mr. Gold.
Page 5 of 8 Pages
<PAGE>
Item 5(b) of the Schedule 13D is hereby amended and supplemented to
include the following:
(b) As of the date of this Amendment No. 5, Trefoil has the sole
power to vote, and the sole power to dispose, 1,000,000 shares of Series A
Preferred Stock. Trefoil has advised Mr. Greenberg of Trefoil's election to
exercise its right of first refusal with respect to the RYG Shares. Upon the
closing of Trefoil's purchase of the RYG Shares (scheduled to occur on August
25, 1992), Trefoil will also have the sole power to vote, and the sole power to
dispose, 1,000,000 shares of Common Stock.
Mr. Gold has advised Trefoil that he has the sole power to vote, and
the sole power to dispose, 100,000 shares of Common Stock.
Item 5(c) of the Schedule 13D is hereby amended and supplemented to
include the following:
(c) On August 14, 1992, Trefoil advised Mr. Greenberg of Trefoil's
election to exercise its right of first refusal with respect to the RYG Shares.
The closing of Trefoil's purchase of the RYG Shares from Mr. Greenberg for an
aggregate purchase price of $8.5 million is scheduled to occur on August 25,
1992.
A schedule of the transactions in which Mr. Gold acquired the Gold
Shares during the past sixty days is set forth on Exhibit 8 hereto, which is
incorporated herein by reference. All such acquisitions were effected through
normal brokerage transactions with member firms of the New York Stock Exchange.
Except as described above in this Item 5(c), neither Trefoil nor TII
nor to the best knowledge of Trefoil, any of the executive officers or directors
of TII, has effected any transaction in shares of Common Stock or in shares of
Series A Preferred Stock during the sixty days preceding the date of this
Amendment No. 5.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended and supplemented to
include the following:
In connection with Trefoil's $100 million investment in the Company's
Series A Preferred Stock, Trefoil entered into a Shareholder Agreement with
Robert Y. Greenberg, pursuant to which, among other things, Trefoil was granted
(with certain limited exceptions) a three-year right of first refusal (expiring
September 12, 1994) to purchase the 3,537,700 shares of Common Stock
beneficially owned by Mr. Greenberg. The Shareholder Agreement was previously
filed as Exhibit 4 to the Schedule 13D and is incorporated herein by reference.
Page 6 of 8 Pages
<PAGE>
On July 28, 1992, Mr. Greenberg delivered written notice to Trefoil of
his intention to sell the RYG Shares at a price of $8.50 per share. On August
14, 1992, Trefoil advised Mr. Greenberg of Trefoil's election to exercise its
right of first refusal with respect to the RYG Shares. The closing of Trefoil's
purchase of the RYG Shares is scheduled to occur on August 25, 1992.
On July 28, 1992, Mr. Greenberg also delivered a separate written
notice to Trefoil of his intention to sell, in a series of separate
transactions, 1,500,000 shares of Common Stock at a price of $10.50 per share
(subject to adjustment pursuant to certain indemnification formulas set forth in
that relevant notice). On August 14, 1992, Trefoil advised Mr. Greenberg of
Trefoil's election not to exercise its right of first refusal with respect to
such shares.
Mr. Gold is the President and Managing Director of TII (the general
partner of Trefoil) and SCA (a company which provides management and consulting
services to Trefoil and companies in which Trefoil invests, including the
Company) and is a stockholder of both TII and SCA. To the best knowledge of
Trefoil, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Gold and any other person with respect to
securities of the Company. Trefoil believes that it is not a member of, and
disaffirms the existence of, any "group" (within the meaning of Rule 13d-5
promulgated under the Exchange Act) with Mr. Gold or any other person with
respect to securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended and supplemented as
follows:
Exhibit 8 -- Schedule of Acquisitions of Gold Shares
Page 7 of 8 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: August 18, 1992
TREFOIL CAPITAL INVESTORS, L.P.
By: TREFOIL INVESTORS, INC.
its general partner
By: /s/ Robert G. Moskowitz
----------------------------
Name: Robert G. Moskowitz
Title: Managing Director
Page 8 of 8 Pages
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)*
L.A. GEAR, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- -------------------------------------------------------------------------------
(Title of Class of Securities)
501708-10-1
- -------------------------------------------------------------------------------
(CUSIP Number)
DAVID K. ROBBINS, ESQ.
Fried, Frank, Harris, Shriver & Jacobson
725 S. Figueroa Street, Suite 3890, Los Angeles, CA 90017 (213)689-5800
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 1, 1992
- -------------------------------------------------------------------------------
(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).
<PAGE>
This Statement relates to the Schedule 13D filed on June 6, 1991 (the
"Schedule 13D") by Trefoil Capital Investors, L.P., a Delaware limited
partnership ("Trefoil"), with regard to beneficial ownership of the common
stock, no par value (the "Common Stock"), of L.A. Gear, Inc., a California
corporation (the "Company"), and constitutes Amendment No. 6 to the Schedule 13D
("Amendment No. 6"). Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the Schedule 13D, as amended
to date.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended and supplemented to
include the following:
On August 31, 1992, the date on which an amount equal to three full
quarterly dividends with respect to the Series A Preferred Stock became in
arrears, (i) pursuant to the Company's Bylaws, the authorized number of
directors of the Company increased, without further action, by four directors
(from 9 to 13), and (ii) pursuant to the terms of the Series A Preferred Stock
contained in Article THREE of the Company's Restated Articles of Incorporation,
as amended (the "Restated Articles"), Trefoil, as the holder of all of the
issued and outstanding shares of Series A Preferred Stock, became entitled to
elect such four additional directors to, and thereby has the exclusive right to
elect a majority of, the Company's Board of Directors. On September 1, 1992,
Trefoil (i) elected V. A. (Ravi) Ravindran and Clifford A. Miller to the
Company's Board of Directors and (ii) advised the Company that Trefoil was
reserving its right to elect two additional directors. Messrs. Ravindran and
Miller (or any successors elected by Trefoil), and any additional directors
elected by Trefoil pursuant to Section 3(d) of Article THREE of the Restated
Articles, shall serve on the Company's Board of Directors until such time as all
dividends accumulated on the Series A Preferred Stock shall have been paid in
full.
Mr. Ravindran (age: 44) has served as the Managing Director and
President of Elders Finance Inc. ("Elders"), a finance company, since July 1987.
Mr. Ravindran has also served as the Chief Executive Officer of Paracor Company,
Inc. ("Paracor"), an asset management company, since December 1991. Elders and
Paracor are indirect wholly-owned subsidiaries of Fosters Brewing Group Ltd. of
Australia. An affiliate of Elders is a limited partner in Trefoil.
Mr. Ravindran is the beneficial owner of 2,000 shares of Common Stock.
Mr. Miller (age: 64) has served as Chairman of The Clifford Group,
Incorporated, a business consulting organization, since January 1992. Prior to
that time, from December 1986 through December 1991, Mr. Miller was an Executive
Vice President and a Director of Great Western Financial Corporation and Great
Western Bank.
Mr. Miller has also served as a senior consultant to Shamrock
Holdings, Inc. ("Shamrock") since 1978. Shamrock, the investment company for
the Roy E. Disney family, is engaged primarily in radio and television
broadcasting, entertainment software retailing, real
Page 2 of 4
<PAGE>
estate development and the making of investments. Trefoil was organized by the
senior executives of Shamrock.
Mr. Miller is the beneficial owner of 2,000 shares of Common Stock.
The failure of the Company to pay an amount equal to three full
quarterly dividends also caused the termination, effective August 31, 1992, of
the standstill provisions (the "Standstill Provisions") contained in the Stock
Purchase Agreement, dated as of May 27, 1991 and amended as of July 25, 1991,
between Trefoil and the Company, which Standstill Provisions included
limitations on Trefoil's right to acquire additional shares of Common Stock.
A press release by the Company, dated September 2, 1992, announcing
(i) Trefoil's election of Messrs. Ravindran and Miller to the Company's Board of
Directors and (ii) the termination of the Standstill Provisions is attached as
an exhibit to this Amendment No. 6.
Subject to the foregoing, Trefoil has no plans or proposals which
relate to or would result in any such transaction, event or action as is
enumerated in paragraphs (a) through (j) of Item 4 to the form of Schedule 13D
promulgated under Section 13 of the Securities Exchange Act of 1934, as amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a)-(c) of the Schedule 13D is hereby amended and supplemented
to include the following:
On August 25, 1991, the acquisition of the RYG Shares by Trefoil from
Robert Greenberg for an aggregate purchase price of $8.5 million was
consummated.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended and supplemented as
follows:
Exhibit 9 -- Press Release, dated September 2, 1992
Page 3 of 4
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: September 2, 1992
TREFOIL CAPITAL INVESTORS, L.P.
By: TREFOIL INVESTORS, INC.
its general partner
By: /s/ Robert G. Moskowitz
-----------------------------
Name: Robert G. Moskowitz
Title: Managing Director
Page 4 of 4
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)*
L.A. GEAR, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- -------------------------------------------------------------------------------
(Title of Class of Securities)
501708-10-1
- -------------------------------------------------------------------------------
(CUSIP Number)
DAVID K. ROBBINS, ESQ.
Fried, Frank, Harris, Shriver & Jacobson
725 S. Figueroa Street, Suite 3890, Los Angeles, CA 90017 (213) 689-5800
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 21, 1992
- -------------------------------------------------------------------------------
(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).
<PAGE>
This Statement relates to the Schedule 13D filed on June 6, 1991 (the
"Schedule 13D") by Trefoil Capital Investors, L.P., a Delaware limited
partnership ("Trefoil"), with regard to beneficial ownership of the common
stock, no par value (the "Common Stock"), of L.A. Gear, Inc., a California
corporation (the "Company"), and constitutes Amendment No. 7 to the Schedule 13D
("Amendment No. 7"). Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the Schedule 13D, as amended
to date.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended and supplemented to
include the following:
On September 21, 1992, Trefoil and Robert Y. Greenberg agreed to
terminate the Shareholder Agreement, dated as of May 27, 1991 (the "Shareholder
Agreement"), effective as of September 18, 1992. In connection therewith, Mr.
Greenberg paid the sum of $200,000 to Trefoil. As a result of the termination
of the Shareholder Agreement, Trefoil no longer has a right of first refusal
with respect to the shares of Common Stock owned by Mr. Greenberg.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: September 22, 1992
TREFOIL CAPITAL INVESTORS, L.P.
By: TREFOIL INVESTORS, INC.
its general partner
By: /s/ Robert G. Moskowitz
----------------------------
Name: Robert G. Moskowitz
Title: Managing Director
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)*
L.A. GEAR, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- -------------------------------------------------------------------------------
(Title of Class of Securities)
507108-10-1
- -------------------------------------------------------------------------------
(CUSIP Number)
DAVID K. ROBBINS, ESQ.
Fried, Frank, Harris, Shriver & Jacobson
725 S. Figueroa Street, Suite 3890, Los Angeles, CA 90017 (213) 689-5800
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 24, 1992
- -------------------------------------------------------------------------------
(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).
<PAGE>
This Statement relates to the Schedule 13D filed on June 6, 1991 (the
"Schedule 13D") by Trefoil Capital Investors, L.P., a Delaware limited
partnership ("Trefoil"), with regard to beneficial ownership of the common
stock, no par value (the "Common Stock"), of L.A. Gear, Inc., a California
corporation (the "Company"), and constitutes Amendment No. 8 to the
Schedule 13D. Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to such terms in the Schedule 13D, as amended to
date.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended and supplemented to
include the following:
On December 24, 1992, in connection with the private placement of the
Company's 7-3/4% Convertible Subordinated Debentures due 2002 (the
"Debentures"), Trefoil entered into an agreement with the initial purchasers of
the Debentures which, prior to June 22, 1993, restricts Trefoil's ability to
sell, transfer or, with limited exception, otherwise dispose of the shares of
Series A Preferred Stock or Common Stock owned by Trefoil. Stanley P. Gold,
Robert G. Moskowitz and R. Rudolph Reinfrank (each of whom is a director of the
Company) have each entered into similar agreements.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended and supplemented as
follows:
Exhibit 10 -- Lock-Up Agreement dated December 24, 1992, of Trefoil
Capital Investors, L.P.
Exhibit 11 -- Form of Lock-Up Agreement with Messrs. Gold, Moskowitz
and Reinfrank
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: January 4, 1993
TREFOIL CAPITAL INVESTORS, L.P.,
By: TREFOIL INVESTORS, INC.
its general partner
By: /s/Robert G. Moskowitz
----------------------------
Name: Robert G. Moskowitz
Title: Managing Director
