SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )(1)
ROSE'S STORES, INC.
- --------------------------------------------------------------------------------
(Name of issuer)
COMMON STOCK, NO PAR VALUE
- --------------------------------------------------------------------------------
(Title of class of securities)
777764309
- --------------------------------------------------------------------------------
(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
July 8, 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 schedule because of Rule 13d-1(b)(3) or (4), check the following box
/ /.
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.
(Continued on following pages)
(Page 1 of 10 Pages)
Exhibit Index Appears on Page 9
- --------
(1) 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 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>
- ----------------------------- -------------------------------
CUSIP No. 777764309 13D Page 2 of 10 Pages
- ----------------------------- -------------------------------
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 464,000
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
464,000
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
464,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ---------------------------------- -------------------------------
CUSIP No. 777764309 13D Page 3 of 10 Pages
- ---------------------------------- -------------------------------
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN LICHTENSTEIN
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 469,000
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
469,000
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
469,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- -------------------------------- ----------------------------
CUSIP No. 777764309 13D Page 4 of 10 Pages
- -------------------------------- ----------------------------
The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").
Item 1. Security and Issuer.
This statement relates to shares (the "Shares") of the common
stock, no par value per share ("Common Stock"), of Rose's Stores, Inc. (the
"Issuer"). The principal executive offices of the Issuer are located at P.H.
Rose Building, 218 South Garnett Street, Henderson, North Carolina 27536.
Item 2. Identity and Background.
(a) This Statement is filed by Steel Partners II, L.P., a
Delaware limited partnership ("Steel Partners II"), and Warren G.
Lichtenstein.
Steel Partners, L.L.C., a Delaware limited liability company
("Partners LLC"), is the general partner of Steel Partners II. The sole
executive officer and managing member of Partners LLC is Warren Lichtenstein,
who is Chairman of the Board, Chief Executive Officer and Secretary.
Each of the foregoing are referred to as a "Reporting Person"
and collectively as the "Reporting Persons". By virtue of his position with
Steel Partners II, Mr. Lichtenstein has the power to vote and dispose of the
Issuer's Shares owned by Steel Partners II. Accordingly, the Reporting Persons
are hereby filing a joint Schedule 13D.
(b) The principal business address of each Reporting Person is
750 Lexington Avenue, 27th Floor, New York, New York 10022.
(c) The principal business of Steel Partners II is investing
in the securities of microcap companies. The principal occupation of Mr.
Lichtenstein is investing in the securities of microcap companies. Mr.
Lichtenstein is also a member of the Board of Directors of the Issuer.
(d) No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No Reporting Person has, during the last five years, been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
<PAGE>
- --------------------------------- --------------------------
CUSIP No. 777764309 13D Page 5 of 10 Pages
- --------------------------------- --------------------------
(f) Mr. Lichtenstein is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 464,000 Shares of Common
Stock owned by Steel Partners II is $594,183. The Shares of Common Stock owned
by Steel Partners II were acquired with partnership funds. The aggregate
purchase price of the 5,000 Shares of Common Stock purchased by Mr. Lichtenstein
is $8,281 and came from his personal funds.
Item 4. Purpose of Transaction.
The Reporting Persons purchased the Shares of the Issuer based
on the Reporting Persons' belief that the Shares at current market prices are
undervalued and represent an attractive investment opportunity. Depending upon
overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares at prices that would make the
purchase of additional Shares desirable, the Reporting Persons may endeavor to
increase their position in the Issuer through, among other things, the purchase
of Shares on the open market or in private transactions, through a tender offer
or otherwise, on such terms and at such times as the Reporting Persons may deem
advisable.
Mr. Lichtenstein has been a member of the Board of Directors
of the Issuer since 1996, and in that capacity has had discussions with the
Issuer and intends to have future discussions with the Issuer about the business
operations of the Issuer and various ways to enhance stockholder value. The
Reporting Persons shall take all such actions described herein consistent with
Mr. Lichtenstein's fiduciary obligations as a member of the Issuer's Board of
Directors.
No Reporting Person has any present plan or proposal which
would relate to or result in any of the matters set forth in subparagraphs (a) -
(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur
upon completion of any of the actions discussed above. Steel Partners II intends
to review its investment in the Issuer on a continuing basis and, depending on
various factors including, without limitation, the Issuer's financial position
and investment strategy, the price levels of the Common Stock, conditions in the
securities markets and general economic and industry conditions, may in the
future take such actions with respect to its investment in the Issuer as it
deems appropriate including, without limitation, purchasing additional Shares of
Common Stock or selling some or all of its Shares or to change its intention
with respect to any and all matters referred to in Item 4.
<PAGE>
- ---------------------------- -------------------------------
CUSIP No. 777764309 13D Page 6 of 10 Pages
- ---------------------------- -------------------------------
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of Shares of Common Stock
reported owned by each person named herein is based upon 8,575,331 Shares
outstanding, which is the total number of Shares of Common Stock outstanding as
reported in the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended April 26, 1997. Such report disclosed, however, that 424,503 shares are
held in escrow pending resolution of certain disputed claims. To the extent that
escrowed shares of Common Stock are not used to satisfy claims, such shares will
revert to the Issuer and will be returned or held in the treasury of the Issuer,
however, the Issuer believes that if all claims are resolved in accordance with
the Issuer's records, there will be 8,600,590 shares of Common Stock
outstanding.
As of the close of business on July 21, 1997, Steel Partners
II beneficially owns 464,000 Shares of Common Stock, constituting approximately
5.4% of the Shares outstanding. Mr. Lichtenstein beneficially owns 469,000
Shares, representing approximately 5.5% of the Shares outstanding. Mr.
Lichtenstein has sole voting and dispositive power with respect to the 5,000
Shares owned by him and the 464,000 Shares owned by Steel Partners II by virtue
of his authority to vote and dispose of such Shares. All of such Shares were
acquired in open-market transactions.
(b) By virtue of his positions with Steel Partners II, Mr.
Lichtenstein has the sole power to vote and dispose of the Shares reported in
this Schedule 13D.
(c) Schedule A annexed hereto lists all transactions in the
Issuer's Common Stock in the last sixty days by the Reporting Persons.
(d) No person other than the Reporting Persons is known to
have the right to receive, or the power to direct the receipt of dividends from,
or proceeds from the sale of, such Shares of the Common Stock.
(e) Not applicable.
Item 6. Contracts, Agreements, Understandings or Relationships
with Respect to Securities of the Issuer.
Other than as described herein, there are no contracts,
arrangements or understandings among the Reporting Persons, or between the
Reporting Persons and any other Person, with respect to the securities of the
Issuer.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement
<PAGE>
- ---------------------------- -------------------------------
CUSIP No. 777764309 13D Page 7 of 10 Pages
- ---------------------------- -------------------------------
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: July 22, 1997 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By:/s/ Warren G. Lichtenstein
--------------------------
Warren G. Lichtenstein,
Chief Executive Officer
/s/ Warren G. Lichtenstein
----------------------
WARREN G. LICHTENSTEIN
<PAGE>
- ----------------------------- ------------------------------
CUSIP No. 777764309 13D Page 8 of 10 Pages
- ----------------------------- ------------------------------
SCHEDULE A
Transactions in the Shares Within the Past 60 Days
Shares of Common Price Per Date of
Stock Purchased Share Purchase
--------------- ----- --------
STEEL PARTNERS II, L.P.
-----------------------
405,000 1.25000 7/08/97
20,000 1.31625 7/09/97
2,000 1.34250 7/10/97
WARREN LICHTENSTEIN
None.
<PAGE>
- ----------------------------- ------------------------------
CUSIP No. 777764309 13D Page 9 of 10 Pages
- ----------------------------- ------------------------------
EXHIBIT INDEX
Exhibit Page
- ------- ----
1. Joint Filing Agreement 10
<PAGE>
- ----------------------------- ------------------------------
CUSIP No. 777764309 13D Page 10 of 10 Pages
- ----------------------------- ------------------------------
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1)(iii) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D dated July 22,
1997 (including amendments thereto) with respect to the Common Stock of Rose's
Stores, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such
Statement.
Dated: July 22, 1997 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warren G. Lichtenstein
--------------------------
Warren G. Lichtenstein,
Chief Executive Officer
/s/ Warren G. Lichtenstein
--------------------------
WARREN G. LICHTENSTEIN
