UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
STEVEN MADDEN, LTD.
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(Name of Issuer)
COMMON STOCK ($.0001 PAR VALUE)
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(TITLE OF CLASS OF SECURITIES)
729416107
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(CUSIP Number)
Steven Madden
c/o Steven Madden, Ltd.
52-16 Barnett Ave.
Long Island City, N.Y. 11104
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 15, 1997
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(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: [ ]
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* 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 PURPOSES OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF
1934 (THE "ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE
ACT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE
NOTES).
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CUSIP No. 729416107
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1 Name of Reporting Person Steven Madden
S.S. or I.R.S. Identification No.
of Above Person
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2 Check the Appropriate Box if (a) [ ]
a Member of a Group (b) [ ]
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3 SEC Use Only
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4 Source of Funds [00]
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5 Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization U.S.A.
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7 Sole Voting Power 2,154,816
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Number of Shares 8 Shared Voting Power 0
Beneficially Owned by --------------------------------------------
Reporting Person With
9 Sole Dispositive Power 2,154,816
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10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially
Owned By Each Reporting Person 2,154,816
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12 Check box if the aggregate Amount
in Row (11) Excludes Certain Shares [ ]
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13 Percent of Class Represented by
Amount in Row (11) 24.1%
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14 Type of Reporting Person IN
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CUSIP No. 729416107
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1 Name of Reporting Person BOCAP Corp.
S.S. or I.R.S. Identification No.
of Above Person
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2 Check the Appropriate Box if (a) [ ]
a Member of a Group (b) [ ]
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3 SEC Use Only
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4 Source of Funds [00]
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5 Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization Florida
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7 Sole Voting Power 1,284,816
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Number of Shares 8 Shared Voting Power 0
Beneficially Owned by --------------------------------------------
Reporting Person With
9 Sole Dispositive Power 1,284,816
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10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially
Owned By Each Reporting Person 1,284,816
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12 Check box if the aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions) [ ]
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13 Percent of Class Represented by
Amount in Row (11) 15.3%
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14 Type of Reporting Person CO
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Item 1. Security and Issuer.
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The title of the class of equity securities to which this statement
relates is the common stock, $.0001 par value per share (the "Common Stock"), of
Steven Madden, Ltd., a New York corporation (the "Company"). The principal
executive offices of the Company are located at 52-16 Barnett Avenue, Long
Island City, NY 11104.
Item 2. Identity and Background.
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(a) The name of the person filing this Schedule is Steven Madden.
(b) The business address of Mr. Madden is 52-16 Barnett Avenue,
Long Island City, New York 11104.
(c) Mr. Madden is President, Chairman of the Board and Chief
Executive Officer of the Company.
(d) Mr. Madden has not been convicted during the past five years
in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Except as provided herein, Mr. Madden has not been, during the
last five years, a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and has not
and is not 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 of such laws.
(f) Mr. Madden is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
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Not applicable
Item 4. Purpose of Transaction.
----------------------
On July 3, 1997, certain options previously granted to Mr. Madden
subject to shareholder approval, were approved. See Item 5(c). The purpose of
such options was to provide compensation and further incentives to Mr. Madden.
Such options were also granted, in part, as consideration for Mr. Madden
entering into an Amended and Restated Employment Agreement with the Company, a
copy of which is attached hereto as Exhibit 1.
Except as provided herein, Mr. Madden has no plans or proposals which
would relate to or would result in:
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(a) the acquisition by any person of additional securities
of the Company, or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company;
(c) a sale or transfer of a material amount of assets of the
Company;
(d) any change in the present board of directors or
management of the Company;
(e) any material change in the present capitalization or
dividend policy of the Company;
(f) any other material change in the Company's business or
corporate structure;
(g) changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) causing a class of securities of the Company to be
delisted from a national securities exchange or cease to be authorized to be
quoted on an inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Act of 1933; or
(j) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) The equity securities to which this statement relates
consists of 2,154,816 shares of Common Stock, including (i) 1,284,816 shares of
Common Stock owned by BOCAP Corp., a Florida corporation owned by Mr. Madden
("BOCAP"), which are alleged to have been pledged to a creditor of BOCAP (see
Item 5(d) below) (ii) 600,000 shares of Common Stock issuable upon the exercise
of an option held by Mr. Madden at an exercise price of $1.75 per share and
(iii) 20,000 shares of Common Stock issuable upon the exercise of an option
granted to Mr. Madden under the Company's 1995 Stock Plan, at an exercise price
of $5.50 per share. These equity securities represent approximately 24.1% of the
outstanding shares of Common Stock.
(b) Mr. Madden has the sole power to vote and dispose of each of
these equity securities, subject to the Note referred to in item (d) below.
(c) During the 60 days preceding the filing of this report, the
only transaction involving Common Stock occurred on July 3, 1997 when the
shareholders of the Company approved the adoption of the Company's 1996 stock
plan (the "1996 Stock Plan") and the Company's 1997 stock
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<PAGE>
plan (the "1997 Stock Plan"), thereby authorizing the issuance of options to Mr.
Madden to purchase 20,000 shares of Common Stock pursuant to the 1996 Stock Plan
at an exercise price of $4.81 per share and options to purchase an additional
500,000 shares of Common Stock pursuant to the 1997 Stock Plan at an exercise
price of $3.31 per share and the sale of 200,000 shares of Common Stock at
prices ranging from $7.00 to $7.64, during the period from October 15, 1997
through October 22, 1997.
(d) On December 2, 1993, Jordan Belfort, Daniel Porush and
Kenneth Greene, who were principal stockholders of Stratton Oakmont, entered
into a Stock Purchase Agreement with BOCAP Corp. ("BOCAP"), a Florida
corporation beneficially owned by Steven Madden pursuant to which BOCAP
purchased an aggregate of 1,284,816 shares (the "Shares") of Common Stock from
Messrs. Belfort, Porush and Greene. As consideration for such Shares, BOCAP
delivered to each of Messrs. Belfort, Porush and Greene a promissory note (each
a "Note") in the principal amount of $3,237,737, $1,387,601 and $513,926,
respectively, On June 3, 1997, Belfort commenced a lawsuit in the Supreme Court
of the State of New York, Nassau County, against BOCAP, the Company, Steven
Madden and Farmstead Consulting, Inc. ("Farmstead"), a New York corporation and
the escrow agent under a purported security and escrow agreement, pursuant to
which Belfort alleges that BOCAP pledged the Shares to secure its obligations
under Belfort's note, as amended, which note was extended to December 2, 1996.
In his complaint, Belfort alleges that Belfort's note from BOCAP is in
default and that Belfort is entitled to require the escrow agent to register and
sell the Shares in order to pay the amounts due under the note, alleged to be at
least $4,135,395. Moreover, in September 1997, Belfort filed a motion requesting
that the court require BOCAP and the Company to transfer 899,371 of the shares
to Belfort, and to register said Shares in Belfort's name, pursuant to a
purported agreement between Belfort and Farmstead. BOCAP has advised the Company
that it disputes all of Belfort's claims, including his claims to possess a
security or ownership interest in any of the Shares, and contends that Belfort's
note was consensually extended to December 2, 1997. BOCAP has further advised
the Company that, in an effort to clarify its title to the 899,371 Shares that
Belfort claims to have purchased from Farmstead, it has offered to pay Belfort
the amounts properly due under his 1993 note. Pending determination of the
parties' rights or a voluntary resolution of this dispute, the Company has
opposed Belfort's motion and has advised Belfort that it does not recognize his
claim to ownership of, or the right to vote, the 899,371 Shares in question.
Moreover, the Company has advised Belfort that his Form 13-D, dated September 9,
1997, as amended, is inaccurate insofar as it states that Belfort owns and has
the right to vote the 899,371 Shares in question.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
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Not applicable.
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Item 7. Materials to be Filed as Exhibits.
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None.
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, correct and complete.
Dated: December 9, 1997 /s/ Steven Madden
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Steven Madden
BOCAP CORP.
By: /s/ Steven Madden
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Steven Madden
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