SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 3)
Under the Securities Exchange Act of 1934
Steven 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)
October 7, 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 Statement because of Rule
13d-1(b)(3) or (4), check the following: |_|
Check the following box if a fee is being paid with this Statement: |_|
<PAGE>
SCHEDULE 13D
CUSIP NO. N/A
1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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
Number of 7 SOLE VOTING POWER 1,214,371
Shares Bene-
ficially 8 SHARED VOTING POWER 125,000
Owned by 9 SOLE DISPOSITIVE POWER 1,214,371
Reporting 10 SHARED DISPOSITIVE POWER 125,000
Person With
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,339,371
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP NO. ________________
1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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
Number of 7 SOLE VOTING POWER NONE
Shares Bene-
ficially 8 SHARED VOTING POWER 125,000
Owned by 9 SOLE DISPOSITIVE POWER NONE
Reporting 10 SHARED DISPOSITIVE POWER 125,000
Person With
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
14 TYPE OF REPORTING PERSON*
CO
<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 September 26, 1997, J2
Holdings purchased and additional 45,000 shares of Madden Common at prices
ranging from $7.37 to $8.00 per share. As of the date of the last filing of a
Schedule 13D Amendment ("Amendment No. 2"), the Reporting Parties beneficially
- --------
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>
owned 1,289,371 shares of Madden Common. Since the date of Amendment No. 2, J2
Holdings used it general funds to purchase an additional 40,000 shares of Madden
Common at prices ranging from $7.69 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 of $5.50 per warrant.
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 October 16, 1997, Mr. Belfort, directly, and through
acquisition of shares by J2 Holdings, beneficially owned 1,339,371
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 125,000 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.
(b) Mr. Belfort holds the power to vote or to direct the vote, to
dispose or to direct the disposition of all 1,339,371 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 $0.5.50 per warrant. J2 Holdings holds
the power to vote (shared with Mr. Belfort) and to dispose (shared
with Mr. Belfort) 125,000 shares of the Issuer's Common Stock.
(c) Since the filing of Amendment No. 2, Mr. Belfort, through J2
Holdings has purchased an additional 40,000 shares of Madden Common
in open market transactions at an average price of approximately
$7.90 per share and 10,000 warrants at 10,000 at a price of $3.25
per warrant.
(d) & (e) Not applicable.
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.
<PAGE>
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: October 16, 1997
Jericho, New York By: /s/ Jordan Belfort
------------------------
Jordan Belfort
President
Dated: October 16, 1997
Jericho, New York By: /s/ Jordan Belfort
------------------------
Jordan Belfort
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: October 16, 1997
Jericho, New York By: /s/ Jordan Belfort
------------------------
Jordan Belfort
President
Dated: October 16, 1997
Jericho, New York By: /s/ Jordan Belfort
------------------------
Jordan Belfort
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.
