UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 2
Under the Securities Exchange Act of 1934
Finlay Enterprises, Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
317884 20 3
(CUSIP Number)
Wendy L. Masler
Thomas H. Lee Company, 75 State Street, Boston, MA 02109 (617) 227-1050
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 24, 1998
(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 [ ].
* 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. 317884 20 3
1. NAME OF REPORTING PERSON - Thomas H. Lee Equity Partners, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 884,455
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH
10. SHARED DISPOSITIVE POWER
884,455
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
884,455
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
14. TYPE OF REPORTING PERSON
PN
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<PAGE>
SCHEDULE 13D
CUSIP No. 317884 20 3
1. NAME OF REPORTING PERSON - THL Equity Advisors Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6.CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 884,455
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH
10. SHARED DISPOSITIVE POWER
884,455
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
884,455
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
14. TYPE OF REPORTING PERSON
PN
- 3 -
<PAGE>
SCHEDULE 13D
CUSIP No. 317884 20 3
1. NAME OF REPORTING PERSON - THL Equity Trust
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7. SOLE VOTING POWER
0
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 884,455
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10. SHARED DISPOSITIVE POWER
884,455
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
884,455
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
14. TYPE OF REPORTING PERSON
OO
- 4 -
<PAGE>
SCHEDULE 13D
CUSIP No. 317884 20 3
1. NAME OF REPORTING PERSON - Thomas H. Lee
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6.CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7. SOLE VOTING POWER
98,906
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 884,455
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 98,906
PERSON WITH
10. SHARED DISPOSITIVE POWER
884,455
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
983,361
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
14. TYPE OF REPORTING PERSON
IN
- 5 -
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock, $0.01 par value per share (the "Shares") of Finlay Enterprises,
Inc., a Delaware corporation (the "Issuer"). The principal executive offices of
the Issuer are located at 521 Fifth Avenue, New York, New York, 10175.
Item 2. Identity and Background.
(a) - (c) and (f)
This Schedule 13D is being filed jointly on behalf of the following
persons (collectively, the "Reporting Persons"): (1) Thomas H. Lee Equity
Partners, L.P., a Delaware limited partnership ("Equity Partners"), (2) THL
Equity Advisors Limited Partnership, a Massachusetts limited partnership
("Equity Advisors"), (3) THL Equity Trust, a Massachusetts business trust
("Equity Trust"), and (4) Thomas H. Lee ("Mr. Lee").
The address of each of Equity Partners, Equity Advisors and Equity
Trust is c/o Thomas H. Lee Company, 75 State Street, Boston, Massachusetts
02109. The address of Mr. Lee is c/o Thomas H. Lee Capital, L.L.C., 590 Madison
Avenue, New York, New York 10022.
Equity Partners is principally engaged in the business of investment
in securities. Equity Advisors is principally engaged in the business of
serving as general partner of Equity Partners. Equity Trust is principally
ngaged in the business of serving as general partner of Equity Advisors.
Mr. Lee's principal occupation is sole proprietor of the Thomas H. Lee Company
and Thomas H. Lee Capital, L.L.C.
Due to an existing arrangement between Equity Partners, Equity Advisors
and Equity Trust, each of Equity Partners, Equity Advisors and Equity Trust
could be deemed to be the beneficial owner of all Shares beneficially owned by
Equity Partners. Equity Advisors and Equity Trust each disclaim beneficial
ownership of such Shares.
Mr. Lee could also be deemed to beneficially own all of the Shares
beneficially owned by Equity Partners. Mr. Lee disclaims beneficial ownership
of such Shares.
Attached as Schedule A to this Schedule 13D is information concerning
the Reporting Persons and other persons and entities as to which such
information is required to be disclosed in response to Item 2 and General
Instruction C to Schedule 13D.
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<PAGE>
(d) and (e)
None of the Reporting Persons or any of their officers or trustees has
been convicted in a criminal proceeding during the past five years (excluding
traffic violations and similar misdemeanors).
None of the Reporting Persons or any of their officers or trustees has
been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction during the past five years as a result of which it was or
is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Each of Equity Partners and Mr. Lee received certain Shares pursuant to
a recapitalization of the Issuer in May, 1993. Mr. Lee's shares are held of
record by the 1989 Thomas H. Lee Nominee Trust (the "Nominee Trust") as further
explained below in Item 5. In April, 1995, in connection with the Issuer's
Initial Public Offering, Equity Partners and the Nominee Trust purchased
additional Shares, as described in the Issuer's Registration Statement on Form
S-1 (No. 33-88938).
Item 4. Purpose of Transactions.
Equity Partners and the Nominee Trust purchased the Shares for general
investment purposes. Equity Partners and the Nominee Trust retain the right to
change their investment intent. Subject to market conditions and other factors,
Equity Partners and the Nominee Trust may acquire or dispose of shares of the
Issuer from time to time in future open-market, privately negotiated or other
transactions.
Except as set forth herein, the Reporting Persons do not have any plans
or proposals which would relate to or result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
On April 24, 1998, in connection with an offering of 1,800,000 shares
of the Company's common stock by certain selling stockholders, Equity Partners
sold an a aggregate of 917,055 shares of Common Stock at a price of $27.50 per
share and the Nominee Trust sold an aggregate of 207,180 shares, of which 52,314
shares were sold pursuant to the exercise of employee options.
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<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) and (b)
Equity Partners holds 884,455 Shares representing approximately 8.5% of
the outstanding Shares. Equity Partners has shared voting power and shared
dispositive power with respect to such Shares.
Each of Equity Advisors, Equity Trust and Mr. Lee could be deemed to
share the power to vote or to direct the voting of, and may be deemed, pursuant
to the attribution rules of Rule 13d-3 of the Exchange Act, to share the power
to dispose or to direct the disposition of the Shares held by Equity Partners.
Each of Equity Advisors, Equity Trust and Mr. Lee disclaim beneficial ownership
of such Shares.
Mr. Lee holds 98,906 Shares pursuant to the Nominee Trust,
representing approximately .95% of the outstanding Shares. Mr. Lee is general
partner of the Thomas H. Lee 1989 Nominee Trust Limited Partnership, the
beneficiary of the Nominee Trust. Mr. Lee has sole voting and dispositive
power with respect to such Shares, and shared voting and dispositive power with
respect to the Shares held by Equity Partners, as described above.
(c) The responses to Items 3 and 4 of this Schedule 13D are incorporated
herein.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The responses to Items 3, 4, and 5 of this Schedule 13D and the
Exhibits to this Schedule 13D are incorporated herein by reference.
Except for the agreements described below, to the best of knowledge of
the Reporting Persons, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the persons enumerated in Item 2, and
any other person, with respect to any securities of the Issuer, including, but
not limited to, transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, put or calls, guarantees of profits
division of profits or less, or the giving or withholding of proxies.
Prior to completion of the Initial Public Offering of the Issuer, the
Lee Investors (including Equity Partners and the Nominee Trust), the Desai
Investors, the Management Stockholders (each term as defined therein), all
employees holding options to purchase Shares, certain private investors and the
Issuer entered into an Amended and Restated Stockholders
-8-
<PAGE>
Agreement (the "Stockholders' Agreement") (attached hereto as Exhibit 3 and as
amended by the Omnibus Amendment to the Registration Rights and Stockholders'
Agreement referenced hereto as Exhibit 4), which sets forth certain rights and
obligations of the parties with respect to the Shares and corporate governance
of the Issuer. Any employees of the Issuer not parties to the Stockholders'
Agreement who received options to purchase Shares in connection with their
employment have been, and will continue to be, required to become parties to the
Stockholders' Agreement.
The Stockholders' Agreement, as amended, provides that the parties
thereto must vote their Shares to fix the number of members of the Board of
Directors of the Issuer at eight and to vote in favor of six directors who are
nominated at follows: two by the Lee Investors; one by the Desai Investors; two
by Mr. David B. Cornstein (one of whom must be a management employee of the
Issuer); and one by Mr. Arthur E. Reiner. Notwithstanding the foregoing, the
right of various persons to designate directors will be reduced or eliminated at
such time as they own less than certain specified percentages of Shares then
outstanding or in certain cases are no longer an employee of the Issuer. The
designees of the Lee Investors currently serving on the Board of Directors are
Mr. Lee and Mr. Wendy L. Masler; the designee of the Desai Investors is Mr.
Rohit M. Desai; the designees of Mr. Cornstein are Mr. Cornstein and Mr. James
Martin Kaplan; and Mr. Reiner is his own designee. The Stockholders' Agreement
also provides for the Executive Committee to consist of five directors,
including one director not a party to the Stockholders' Agreement selected by
the Board of Directors, one member designated by Mr. Lee (so long as the Lee
Investors have the right to designate a nominee for director), one member
designated by the Desai Investors (so long as the Desai Investors have the right
to designate a nominee for director) and two members designated by Mr. Cornstein
(which number will be reduced to one if Mr. Cornstein is only entitled to
designate one nominee for director and none if Mr. Cornstein ceases to have the
right to designate a nominee for director). When a stockholder or group of
stockholders loses the right to designate a director, such director is to be
designated instead by a majority of the directors of the Issuer. The Executive
Committee of the Issuer's Board consists at present of Messrs. Lee, Desai,
Cornstein, Kaplan and Mr. Norman S.
Matthews.
In addition, the Stockholders' Agreement provides that the parties
thereto have (i) certain "come along" rights allowing them to participate in
private sales of Shares by parties selling at least a majority of the
outstanding Shares of common stock and (ii) certain "take along" rights allowing
parties who are selling at least a majority of the outstanding Shares to require
the other parties to the Stockholders' Agreement to sell all or a portion of
their Shares to the same purchaser in the same transaction on the same terms.
Equity Partners and the Nominee Trust have certain registration rights
pursuant to a Registration Rights Agreement, dated as of May 23, 1993,
as amended, by and among the Issuer, Equity Partners, and certain other
stockholders of the Issuer.
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<PAGE>
The Nominee Trust has executed Option Agreements (a form which is
attached hereto as Exhibit 5) with certain present and former employees of the
Thomas H. Lee Company, pursuant to which the employees, after giving effect to
the transactions described in this Schedule 13D, have exercised all options
issued pursuant to such Option Agreements.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Joint filing agreement among the Reporting
Persons.
Exhibit 2: Form of Stock Option Agreement, incorporated
herein by reference to Exhibit 5 to the Form 13D
filed by the Company on October 22, 1997.
Schedule A
Each of the following individuals is a United States citizen, and
with the exception of John W. Childs, Glenn H. Hutchins and Steven G. Segal,
is employed by the Thomas H. Lee Company, 75 State Street, Boston,
Massachusetts, 02109.
Steven G. Segal and John W. Childs are employed by JW Childs
Associates, One Federal Street, Boston, Massachusetts, 02110.
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<PAGE>
Glenn H. Hutchins is employed by the Blackstone Group, 345 Park Avenue,
New York, New York, 10154.
THL Equity Trust
Officers:
Chairman Thomas H. Lee
1 Old Farm Road, Lincoln, MA 01773
President David V. Harkins
8 Corn Point Road, Marblehead, MA 01945
Managing Directors C. Hunter Boll
45 Fletcher Street, Winchester, MA 01890
Thomas R. Shepherd
172 Harvard Road, Stow, MA 01775
Anthony J. DiNovi
3 Ravine Road, Wellesley, MA 02181
Thomas M. Hagerty
256 Beacon Street, Apt.#4, Boston, Ma 02116
Joseph J. Incandela
139 Abbott Road, Wellesley Hills, MA 02181
Scott A. Schoen
191 Kings Grant Road, Weston, MA 02193
Warren C. Smith, Jr.
38 Coolidge Lane, Dedham, MA 02026
Glenn H. Hutchins
c/o The Blackstone Group
345 Park Avenue, New York, NY, 10154
Steven G. Segal
42 Nobscot Road, Newton, MA 02159
-11-
<PAGE>
Treasurer Wendy L. Masler
11 Waverly Street, #3, Brookline, MA 02115
Assistant Treasurer Andrew D. Flaster
4 Fairfield Drive, Lexington, MA 02173
Clerk Wendy L. Masler
11 Waverly Street, #3, Brookline, MA 02115
Assistant Clerks Charles W. Robins, Esq.
50 Lehigh Road, Wellesley, MA 02181
James Westra, Esq.
5 Stage Hill Road, Wenham, MA 01984
Jeffrey S. Wieand, Esq.
1695 Lowell Road, Concord, MA 01742
Trustees:
Thomas H. Lee 1 Old Farm Road, Lincoln, MA 01773
David V. Harkins 8 Corn Point Road, Marblehead, MA 01945
John W. Childs c/o JW Childs Associates, One Federal Street,
Boston, MA 02110
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<PAGE>
Signatures
After reasonable inquiry and to the best knowledge and belief of each
of the undersigned, such person certifies that the information set forth in this
Statement with respect to such person is true, complete and correct.
THOMAS H. LEE EQUITY PARTNERS, L.P.
By: THL Equity Advisors Limited Partnership,
its General Partner
By: THL Equity Trust, its General Partner
By: /s/ Wendy L. Masler
Name: Wendy L. Masler
Title: Managing Director
THOMAS H. LEE EQUITY ADVISORS
LIMITED PARTNERSHIP
By: THL Equity Trust, its General Partner
By: /s/ Wendy L. Masler
Name: Wendy L. Masler
Title: Managing Director
THL EQUITY TRUST
By: /s/ Wendy L. Masler
Name: Wendy L. Masler
Title: Managing Director
/s/ Thomas H. Lee
Thomas H. Lee
236608-1
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<PAGE>
Exhibit 1 to Schedule 13D Amendment No. 2
Finlay Enterprises, Inc.
AGREEMENT
Agreement made this 29th day of May, 1998, by and between each of
the undersigned.
WHEREAS, each of the undersigned is required to file an amendment to a
Schedule 13D with respect to ownership of securities in Finlay Enterprises,
Inc.; and
WHEREAS, each of the undersigned is individually eligible to use this
Amendment No. 1 to Schedule 13D;
NOW, THEREFORE, the undersigned agree to file only one Amendment No. 1
to Schedule 13D reflecting their combined beneficial ownership of securities in
Finlay Enterprises, Inc.
THOMAS H. LEE EQUITY PARTNERS, L.P.
By: THL Equity Advisors Limited Partnership,
its General Partner
By: THL Equity Trust, its General Partner
By: /s/ Wendy L. Masler
Name: Wendy L. Masler
Title: Managing Director
THOMAS H. LEE EQUITY ADVISORS
LIMITED PARTNERSHIP
By: THL Equity Trust, its General Partner
By: /s/ Wendy L. Masler
Name: Wendy L. Masler
Title: Managing Director
THL EQUITY TRUST
By: /s/ Wendy L. Masler
Name: Wendy L. Masler
Title: Managing Director
/s/ Thomas H. Lee
Thomas H. Lee
