UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment to Amendment No. 1
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)
October 22, 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 [ ].
* 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 - 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 1,801,510
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH
10. SHARED DISPOSITIVE POWER
1,801,510
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,801,510
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.7%
14. TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
Amendment to Amendment No. 1
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.
This Amendment to Amendment No. 1 to 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
Delaware limited partnership ("Equity Advisors"), (3) THL Equity Trust, a
Massachusetts business trust ("Equity Trust"), and (4) Thomas H. Lee ("Mr.
Lee").
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The Exhibits to this Amendment 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.
On October 22, 1997, Equity-Linked Investors II ("ELI-II"), a
stockholder of the Issuer, Equity Partners and the other Lee Holders (as such
term is defined therein) entered into a letter agreement (the "Letter
Agreement") a copy of which is attached hereto as Exhibit 2. Pursuant to the
Letter Agreement, ELI-II, Equity Partners and the other Lee Holders agreed,
among other things, to restrict their sale of Shares for a limited period of
time.
<PAGE>
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Joint filing agreement among the Reporting Persons.
Exhibit 2: Letter Agreement, dated as of October 22, 1997, by
and among ELI-II, Equity Partners and the other Lee
Holders.
<PAGE>
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.
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
Vice Presidents 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
<PAGE>
Glenn H. Hutchins
c/o The Blackstone Group
345 Park Avenue, New York, NY, 10154
Steven G. Segal
42 Nobscot Road, Newton, MA 02159
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
<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/ Warren C. Smith
Name: Warren C. Smith, Jr.
Title: Vice President
THOMAS H. LEE EQUITY ADVISORS
LIMITED PARTNERSHIP
By: THL Equity Trust, its General Partner
By: /s/ Warren C. Smith
Name: Warren C. Smith, Jr.
Title: Vice President
THL EQUITY TRUST
By: /s/ Warren C. Smith
Name: Warren C. Smith, Jr.
Title: Vice President
/s/ Thomas H. Lee
Thomas H. Lee
<PAGE>
Exhibit 1 to Schedule 13D Amendment to Amendment No. 1
Finlay Enterprises, Inc.
AGREEMENT
Agreement made this 19th day of November, 1997, by and between each of the
undersigned.
WHEREAS, each of the undersigned is required to file an amendment to
Amendment No. 1 to 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 to Amendment No. 1 to Schedule 13D;
NOW, THEREFORE, the undersigned agree to file only one Amendment to
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/ Warren C. Smith, Jr.
Name: Warren C. Smith, Jr.
Title: Vice President
THOMAS H. LEE EQUITY ADVISORS
LIMITED PARTNERSHIP
By: THL Equity Trust, its General Partner
By: /s/ Warren C. Smith, Jr.
Name: Warren C. Smith, Jr.
Title: Vice President
THL EQUITY TRUST
By: /s/ Warren C. Smith, Jr.
Name: Warren C. Smith, Jr.
Title: Vice President
/s/ Thomas H. Lee
Thomas H. Lee
Thomas H. Lee Capital, LLC
Thomas H. Lee Equity Partners, L.P.
590 Madison Avenue
New York, NY 10022
October 22, 1997
Equity-Linked Investors-II
c/o Desai Capital Management, Inc.
540 Madison Avenue
New York, NY 10022
Re: Finlay Enterprises, Inc. (the "Company")
Ladies and Gentlemen:
This letter agreement is entered into in connection with the Company's
registration statement on form S-1 dated September 23, 1997, registration number
333-34949 (the "Registration Statement"). Terms used herein as defined terms
shall have the meanings assigned to them in the Registration Rights Agreement
among the Company and certain stockholders thereof dated as of May 26, 1993, as
amended to date (the "Registration Rights Agreement").
For good and valuable consideration, the receipt and sufficiency which
are hereby acknowledged, the undersigned hereby agree as follows:
1. Until the earlier of October [23], 1999 or the Catch-Up Point (the
"Restricted Period"), neither the ELI Holders nor the Lee Holders, respectively,
will sell in any one calendar quarter Registrable Securities constituting more
than 10% of the shares of common stock of the Company traded on NASDAQ in the
immediately preceding quarter, provided that the foregoing limitation shall not
apply to Registrable Securities sold in any Block Sale (as defined below).
Notwithstanding the foregoing, nothing contained in this letter agreement shall
prevent or restrict the ELI Holders or the Lee Holders from exercising any of
their respective registration rights under and as provided in the Registration
Rights Agreement.
2. During the Restricted Period, the ELI Holders and the Lee Holders,
respectively, each hereby agree to give the other no less than two business days
advance written notice at the above address of any sale of Registrable
Securities in any calendar quarter, which notice shall specify the number of
Registrable Securities to be sold. In addition, each of the ELI Holders and the
Lee Holders, respectively, will provide a written statement to the other within
10 business days after the end of each calendar quarter listing the number of
Registrable Securities sold by such party during the previous calendar quarter.
<PAGE>
Equity-Linked Investors-II
October 22, 1997
Page 2
3. For the purposes of this letter agreement, the term "Block Sale"
shall mean either (a) a sale through a broker/dealer to a purchaser who has
already been identified or (b) a sale of Registrable Securities directly to a
purchaser, or (c) a private transfer of Registrable Securities to affiliates or
partners of the ELI Holders and Lee Holders, in each case where such purchaser
is not a market maker.
4. The ELI Holders and the Lee Holders hereby agree that, for a period
of 180 days after the date of the final prospectus relating to the Registration
Statement, (a) neither the ELI Holders nor the Lee Holders shall exercise any
registration rights which have been waived pursuant to the letter agreements
executed by the ELI Holders and the Lee Holders, respectively, in favor of
Goldman, Sachs & Co., Donaldson, Lufkin & Jenrette Securities Corporation and
SBC Warburg Dillon Read Inc. (the "Underwriters") unless the Underwriters have
agreed in writing to permit the ELI Holders and the Lee Holders to exercise such
rights on the same terms, and (b) both the ELI Holders and the Lee Holders shall
remain subject to the restrictions on the sale, offer or other disposition of
Registrable Securities set forth in the letter agreements executed by the ELI
Holders and the Lee Holders, respectively, in favor of the Underwriters unless
the Underwriters have agreed in writing to release both the ELI Holders and the
Lee Holders from such restrictions, which release shall be on the same terms.
[The Rest of This Page Intentionally Left Blank]
<PAGE>
Equity-Linked Investors-II
October 22, 1997
Page 3
Please indicate your agreement with the foregoing by signing and
returning to us a copy of this letter.
Very truly yours,
Thomas H. Lee Equity Partners, L.P.
By: THL Equity Advisers Limited Partnership
By: THL Equity Trust
By:____________________________
Thomas H. Lee Company
By: __________________________
AGREED TO AND ACCEPTED BY:
By: Equity-Linked Investors-II
By: Rohit M. Desai Associates-II
General Partner
By: ________________________
