SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 3 )(1)
Braun's Fashions Corporation
----------------------------------
(Name of Issuer)
Common Stock, $.01 par value
----------------------------------
(Title of Class of Securities)
1056581
--------------
(CUSIP Number)
------------
- ------------
(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 the disclosures provided in a prior cover page.
The information required in the remained 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).
CUSIP No. 1056581 13G Page 2 of 12 Pages
- ------------------- ------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
CIGNA Corporation
06-1059331
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
- 0 -
6 SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON - 0 -
WITH:
7 SOLE DISPOSITIVE POWER
- 0 -
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
- 0 -
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 1056581 13G Page 3 of 12 Pages
- ----------------- ------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
CIGNA Funding Limited Partnership
06-1139876
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
- 0 -
6 SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON - 0 -
WITH:
7 SOLE DISPOSITIVE POWER
- 0 -
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
- 0 -
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 1056581 13G Page 4 of 12 Pages
- ----------------- ------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley, Dean Witter, Discover & Co.
36-3145972
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
- 0 -
6 SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON - 0 -
WITH:
7 SOLE DISPOSITIVE POWER
- 0 -
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
- 0 -
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 1056581 13G Page 5 of 12 Pages
- ----------------- ------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Leveraged Capital Fund Inc.
13-3286788
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
- 0 -
6 SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON - 0 -
WITH:
7 SOLE DISPOSITIVE POWER
- 0 -
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
- 0 -
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 1056581 13G Page 6 of 12 Pages
- ----------------- ------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Morgan Stanley Leveraged Mezzanine Fund, L.P.
13-3284523
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
- 0 -
6 SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON - 0 -
WITH:
7 SOLE DISPOSITIVE POWER
- 0 -
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
- 0 -
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
Braun's Fashions Corporation (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
2400 Xenium Lane North
Plymouth, Minnesota 55441
Item 2(a). Name of Person Filing:
CIGNA Corporation ("CIGNA")
CIGNA Funding Limited Partnership ("CIGNA Funding")
Morgan Stanley, Dean Witter, Discover & Co. ("Morgan Stanley")
Morgan Stanley Leveraged Capital Fund Inc. ("Morgan Capital")
The Morgan Stanley Leveraged Mezzanine Fund, L.P. ("Fund")
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business and principal office of each
of the Fund, Morgan Capital and Morgan Stanley is 1221 Avenue of
the Americas, New York, New York 10020.
The address of CIGNA is One Liberty Place, Philadelphia,
Pennsylvania 19192. The address of CIGNA Funding is 900 Cottage
Grove Road, Bloomfield, Connecticut 06002.
Item 2(c). Citizenship:
The citizenship of each of the Fund, Morgan Capital and Morgan
Stanley is Delaware.
The citizenship of CIGNA and CIGNA Funding is Delaware.
Item 2(d). Title of Class of Securities:
Common Stock.
Item 2(e). CUSIP Number:
1056581
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act,
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan, Pension Plan, Pension Fund
which is subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment
Fund; see 13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company, in accordance Rule
13d-1(b)(1)(ii)(G); see Item 7,
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Not Applicable
Item 4. Ownership. (a) Amount Beneficially Owned:
None of CIGNA, CIGNA Funding, Morgan Stanley and Morgan Capital may be
deemed to own beneficially any shares of Common Stock as of December 31,
1997. The Fund has ceased to own any shares of Common Stock and did not
own any shares of Common Stock as of December 31, 1997. Morgan Capital
and CIGNA Funding, as general partners of the Fund, had the power, on
behalf of the Fund, to vote or direct the vote and to dispose or direct
the disposition of all Common Stock held by the Fund. Morgan Stanley,
as the sole shareholder of Morgan Capital, had the power to direct the
actions of Morgan Capital. CIGNA, as the sole indirect shareholder of
the general partner of CIGNA Funding, had the power to control the
actions of CIGNA Funding with respect to the Common Stock held by the
Fund. None of CIGNA, CIGNA Funding, Morgan Stanley and Morgan Capital
may be deemed to have beneficial ownership of any shares of Common Stock
as the Fund has ceased to own any such shares.
(b) Percent of Class:
CIGNA 0.0%
CIGNA Funding 0.0%
Morgan Stanley 0.0%
Morgan Capital 0.0%
Fund 0.0%
(c) Number of shares as to which such person has:
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv)
Sole power to Shared power Sole power to Shared power
vote or to to vote or to dispose or to to dispose or to
direct the vote direct the vote direct the direct the
disposition of disposition of
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CIGNA - 0 - - 0 - - 0 - - 0 -
CIGNA Funding - 0 - - 0 - - 0 - - 0 -
Morgan Stanley - 0 - - 0 - - 0 - - 0 -
Morgan Capital - 0 - - 0 - - 0 - - 0 -
Fund - 0 - - 0 - - 0 - - 0 -
</TABLE>
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ X ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
CIGNA is the parent holding company of CIGNA Leveraged Capital
Fund Inc., the sole general partner of CIGNA Funding.
Morgan Capital, a wholly owned subsidiary of Morgan Stanley, and
CIGNA Funding are general partners of the Fund.
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of the Group.
N/A
Item 10. Certification.
N/A
SIGNATURE
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After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of he undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date: February 17, 1998
CIGNA Corporation
By: /s/ Kathryn Pietrowiak
-------------------------------
Name: Kathryn Pietrowiak
Title: Assistant Corporate
Secretary
CIGNA Funding Limited Partnership
By: CIGNA Leveraged Capital Fund
Inc., as general partner
By: /s/ Kathryn Pietrowiak
-------------------------------
Name: Kathryn Pietrowiak
Title: Assistant Secretary
Morgan Stanley, Dean Witter,
Discover & Co.
By: /s/ Peter R. Vogelsang
-------------------------------
Name: Peter R. Vogelsang
Title: Secretary
Morgan Stanley Leveraged Capital
Fund Inc.
By: /s/ Peter R. Vogelsang
-------------------------------
Name: Peter R. Vogelsang
Title: Secretary
The Morgan Stanley Leveraged
Mezzanine Fund, L.P.
By Morgan Stanley Leveraged Capital
Fund Inc.
By: /s/ Peter R. Vogelsang
-------------------------------
Name: Peter R. Vogelsang
Title: Secretary
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 10001).
