UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 5)
Under the Securities Exchange Act of 1934
Steve Madden, Ltd.
----------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
----------------------------------------------------
(Title of Class of Securities)
N/A
----------------------------------------------------
(CUSIP Number)
Jordan Belfort
500 North Broadway
Suite 240
Jericho, New York 11753
(516) 938-5500
----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 13, 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>
CUSIP No. N/A
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jordan Belfort
- --------------------------------------------------------------------------------
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 Items
2(d) or 2(e) |X|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 1,214,371
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 135,000
Person --------------------------------------------------------
With 9 Sole Dispositive Power
1,214,371
--------------------------------------------------------
10 Shared Dispositive Power
135,000
--------------------------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,349,371
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
16.1%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
IN
- --------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No.
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
J2 Holdings, Incorporated
- --------------------------------------------------------------------------------
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 Items
2(d) or 2(e) |X|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
New York
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares NONE
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 135,000
Person --------------------------------------------------------
With 9 Sole Dispositive Power
NONE
--------------------------------------------------------
10 Shared Dispositive Power
135,000
--------------------------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
135,000
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
1.6%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
CO
- --------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
Common Stock, $.0001 par value ("Madden Common")
Steven Madden, Ltd. (the "Issuer")
52-16 Barnett Avenue
Long Island City, New York 11104
Item 2. Identity and Background.
Names of Person Filing:
(a) This statement is filed on behalf of J2 Holdings, Incorporated ("J2
Holdings") and Jordan Belfort (collectively, "Reporting Parties").
See attached Exhibit A which is a copy of their agreement in writing
to file this statement on behalf of each of them.
(b) J2 Holdings' and Mr. Belfort's business address is 500 North
Broadway, Suite 240, Jericho, New York 11753.
(c) Mr. Belfort's present principal occupation is the management of
personal and family investments. Mr. Belfort sometimes engages in
such activities through JRB Group, Incorporated, with offices at is
500 North Broadway, Suite 240, Jericho, New York 11753. Mr. Belfort
is the sole shareholder of J2 Holdings,(1) a Subchapter S
corporation incorporated in New York.
(d) Mr. Belfort and J2 Holdings and its respective officers and
directors have not been convicted in a criminal proceeding.
(e) In 1994, Mr. Belfort consented, without admitting or denying any
allegations of wrongdoing, to the entry of a civil judgment of
injunction enjoining him from further violations of federal and
state securities laws.
(f) Mr. Belfort is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
As previously reported in the original statement on Schedule 13D
(the "Original Statement") filed by the Jordan Belfort on September 17, 1997,
Mr. Belfort had used his personal funds to purchase 929,371 shares of Madden
Common (approximately $210,000 for 30,000 of such shares and approximately
$4,496,855 for the balance of such shares). In addition, in connection with the
Issuer's initial public offering, Mr. Belfort, as an employee of the Issuer's
underwriter, was issued units (the "Units") granting the right to purchase an
additional 315,000 shares of Madden Common at a purchase price of $5.80 per
share. During the period September 20, 1997 through October 28, 1997, J2
Holdings purchased and additional 85,000 shares of Madden Common at prices
ranging from $7.37 to $8.16 per share and 10,000 warrants at $3.25 per warrant
which are convertible into 10,000 shares of Madden Common at a conversion price
- ----------
(1) Please see attached Exhibit B indicating the executive officers and
directors of J2 Holdings and providing information called for by Items 2-6 of
this statement as to said officers and directors. Exhibit B is herein
incorporated by reference.
<PAGE>
of $5.50 per warrant. These purchases were reflected in the Schedule 13D
Amendment filed on September 18, 1997, Schedule 13D Amendment filed on September
30, 1997, Schedule 13D Amendment filed on October 16, 1997 and Schedule 13D
Amendment filed on October 28, 1997 ("Amendment No. 4"). As of the date of the
filing of Amendment No. 4, the Reporting Parties beneficially owned 1,339,371
shares of Madden Common. On November 13, 1997, J2 Holdings used it general funds
to purchase an additional 10,000 shares of Madden Common at a price of $7.41 per
share.
Item 4. Purpose of Transaction.
Mr. Belfort presently intends to attempt to purchase (subject to
price and availability) additional shares of Madden Common. In addition, Mr.
Belfort presently intends to nominate one or more persons to stand for election
at the issuer's next meeting of stockholders.
Except as indicated in this Schedule 13D, the Reporting Parties
currently have no plans or proposals that relate to or would result in any of
the matters described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a) As of November 21, 1997, Mr. Belfort, directly, and through
acquisition of shares by J2 Holdings, beneficially owned 1,349,371
shares or 16.0% of the Issuer's Common Stock, including the 315,000
shares issuable upon exercise of the Units, and J2 Holdings
beneficially owned 135,000 shares of the Issuer's Common Stock
including 10,000 shares issuable upon conversion of the 10,000
warrants. Each warrant entitles its holder to purchase one share of
common stock at a price of $5.50 per share. The warrants are
exercisable through December 10, 1998, and may be redeemed by the
Company, under certain conditions. On October 18, 1997, Mr. Belfort
was notified of a motion by Issuer, Mr. Steven Madden and Bocap
Corp. to enjoin the transfer to Mr. Belfort of the 899,371 shares of
Issuer's Common Stock that are the subject of the Original
Statement.
(b) Mr. Belfort holds the power to vote or to direct the vote, to
dispose or to direct the disposition of all 1,349,371 shares,
subject in the case of the 315,000 shares underlying the Units, to
the purchase of such shares at a price of $5.80 per share and in the
case of the 10,000 shares underlying the warrants to the conversion
of the warrants at a price of $5.50 per warrant. J2 Holdings holds
the power to vote (shared with Mr. Belfort) and to dispose (shared
with Mr. Belfort) 135,000 shares of the Issuer's Common Stock. On
October 18, 1997, Mr. Belfort was notified of a motion by Issuer,
Mr. Steven Madden and Bocap Corp. to enjoin the transfer to Mr.
Belfort of the 899,371 shares of Issuer's Common Stock that are the
subject of the Original Statement.
(c) Since the filing of Amendment No. 4, Mr. Belfort, through J2
Holdings has purchased an additional 10,000 shares of Madden Common
in an open market transaction at a price of approximately $7.41 per
share on November 13, 1997.
(d) & (e) Not applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Issuer
Except as indicated in this 13D and the attached exhibits, there is
no contract, arrangement, understanding or relationship between the Reporting
Parties and any other person, with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits:
EXHIBIT A Copy of an Agreement between Jordan Belfort and J2 Holdings to file
this statement on Schedule 13D on behalf of each of them.
EXHIBIT B List of executive officers and directors of J2 Holdings and
information called for by Items 2-6 of this Statement relating to
said officers and directors.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
J2 HOLDINGS, INCORPORATED
Dated: November 21, 1997
Jericho, New York By: /s/ Jordan Belfort
------------------------
Jordan Belfort
President
Dated: November 21, 1997
Jericho, New York By: /s/ Jordan Belfort
------------------------
Jordan Belfort
<PAGE>
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agrees to jointly prepare and file with
regulatory authorities a Schedule 13D and any future amendments thereto
reporting each of the undersigned's ownership of securities of Steven Madden,
Ltd. and hereby affirms that such Schedule 13D is being filed on behalf of each
of the undersigned.
J2 HOLDINGS, INCORPORATED
Dated: November 21, 1997
Jericho, New York By: /s/ Jordan Belfort
------------------------
Jordan Belfort
President
Dated: November 21, 1997
Jericho, New York By: /s/ Jordan Belfort
------------------------
Jordan Belfort
<PAGE>
EXHIBIT B
The name and principal occupation or employment, which is each
instance is with J2 Holdings, Incorporated ("J2 Holdings") located at 500 North
Broadway, Suite 240, Jericho, New York 11753, of each executive officer and
director of J2 Holdings is as follows:
NAME PRINCIPLE OCCUPATION
OR EMPLOYMENT
Jordan Belfort President of J2 Holdings; Mr.
Belfort's present principal
occupation is the management of
personal and family investments.
Mr. Belfort sometimes engages in
such activities with JRB Group,
Incorporated, with offices at 500
North Broadway, Suite 240, Jericho,
New York, 11753.
Item 2-6.
Please refer to Items 2-6 herein reporting the beneficial
ownership.
