UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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FAMILY BARGAIN CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
(Title of Class of Securities)
306889403
(CUSIP Number)
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ROBERT M. HIRSH, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NY 10019-6064
TEL. NO.: (212) 373-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
JULY 10, 1997
(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
statement because of Rule 13d-1(b)(3) or (4), check the following box o.
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 8 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 306889403
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quilvest Finance Ltd. (formerly known as Terfin International, Ltd.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON -0-
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
CO
Page 2 of 8 Pages
<PAGE>
CUSIP NO. 306889403
AMENDMENT NO. 2 TO SCHEDULE 13D
THIS AMENDMENT No. 2 supplements the Schedule 13D ("Schedule 13D"),
filed on January 22, 1997, as amended by Amendment No. 1 thereto, dated April 4,
1997, in the following respects only (capitalized terms used herein shall have
the meanings ascribed to such terms in the Schedule 13D):
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended and restated in its entirety as follows:
Quilvest Finance, Ltd. (formerly known as Teribe Limited)
("Quilvest Finance") transferred the 2,514,546 shares of Common Stock deemed to
be beneficially owned by it to Quilvest American Equity, Ltd. (formerly known as
Teribe Limited) ("QAE"), an affiliate of Quilvest Finance, on July 10, 1997.
ITEM 4. PURPOSE OF TRANSACTION.
The first paragraph of Item 4 is amended to add the following:
Quilvest Finance consummated the transaction described herein
in order to transfer its interest in the Company to QAE.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and restated in its entirety as follows:
(a) Prior to the transaction reported herein, Quilvest Finance
may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial
owner of 2,514,546 shares of Common Stock (including 2,359,002 shares of Common
Stock issuable upon conversion of the 4,484 shares of the Series B Preferred),
which constitutes approximately 35.4% of the 7,099,636 shares of Common Stock
deemed outstanding with respect to Quilvest Finance pursuant to Rule
13d-3(d)(1)(i) of the Exchange Act. Quilvest Finance transferred such 2,514,546
shares of Common Stock to QAE on July 10, 1997.
(b) Quilvest Finance has the sole power to vote, direct the
vote of, dispose of or direct the disposition of any and all Common Stock held
by Quilvest Finance.
(c) Except as set forth herein or in Exhibits filed herewith,
neither Quilvest Finance nor to the best knowledge of Quilvest Finance any of
the persons
Page 3 of 8 Pages
<PAGE>
CUSIP NO. 306889403
listed in Item 2(a) has effected any transaction in the Common Stock of the
Company within the past 60 days.
(d) Except as set forth in this Item 5, to the best knowledge
of Quilvest Finance, none of the persons named in Item 2(a) beneficially owns
any shares of Common Stock of the Company. On the basis of its control, through
an intermediate holding company, of Quilvest Finance, the board of directors of
Quilvest S.A. (formerly known as Entreprises Quilmes S.A.) may be deemed to have
the ultimate power to direct the voting or disposition, as well as the
application of dividends from, or the proceeds of the sale of, the Common Stock
owned by Quilvest Finance.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Power of Attorney
Page 4 of 8 Pages
<PAGE>
CUSIP NO. 306889403
SIGNATURE
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: March 9, 1998
QUILVEST FINANCE, LTD.
By: /s/ J. William Uhrig
------------------------
Name: J. William Uhrig
Title: Attorney-in-Fact
Page 5 of 8 Pages
<PAGE>
CUSIP NO. 306889403
EXHIBIT INDEX
Page on which
Number Document Exhibit Appears
- ------ -------- ---------------
1 Power of Attorney 7
Page 6 of 8 Pages
Exhibit 1
QUILVEST FINANCE LTD.
POWER OF ATTORNEY
Know all men by these presents, QUILVEST FINANCE LTD.
(formerly known as Terfin International, Ltd.), a British Virgin Islands
International Business company, does hereby constitute and appoint J. William
Uhrig and H. Whitney Wagner of Three Cities Research, Inc., 135 East 57th
Street, New York, New York 10022, its attorney-in-fact with full power,
discretion and authority to take on behalf of the undersigned all actions which
said attorney-in-fact shall in his sole discretion determine to be appropriate
to:
1. execute for and on behalf of the undersigned, with respect to
Family Bargain Corporation (the "Company"), Schedule 13D in
accordance with Schedule 13(d), and Forms 3, 4 and 5 in
accordance with Section 16(a), of the Securities and Exchange
Act of 1934, as amended (the "Act"), and the rules thereunder;
and
2. do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Schedule 13D and Forms 3, 4 and 5 and
timely file such form with the United States Securities and
Exchange Commission and any stock exchange or similar
authority; and
3. take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
such attorney-in- fact's discretion.
In addition, the undersigned hereby gives and grants unto said attorney-in-fact
full power discretion and authority to do an perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of the
rights and powers herein granted with respect to such Schedule 13D and Forms, 3,
4 and 5, as fully to all intents and purposes as the undersigned might do or
could do by its duly authorized officers if personally present, and the
undersigned does hereby confirm, approve and ratify all that said
attorney-in-fact or his delegates shall lawfully do or cause to be done by
virtue hereof. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with
Page 7 of 8 Pages
<PAGE>
2
Section 13 or Section 16 of the Act. This Power of Attorney shall remain in full
force and effect until December 31, 1998, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
This instrument may not be changed orally and shall be
governed by and construed in accordance with the laws of the State of New York,
the United States of America.
Dated: February 26, 1998
QUILVEST FINANCE LTD.
By: /s/ Kurt Sonderegger
---------------------------
Kurt Sonderegger
By: /s/ Walter Knecht
---------------------------
Walter Knecht
Page 8 of 8 Pages
