UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
MCNAUGHTON APPAREL GROUP, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
582524104
--------------------------------------------------------------------------------
(CUSIP Number)
James Alterbaum, Esq.
Parker Chapin LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
(212) 704-6000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 9, 2000
-------------------------------------------------------
(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(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 7 pages
<PAGE>
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scott Schneider
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 384,085
BENEFICIALLY -----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
384,085
-----------------------------------------------------
SHARED DISPOSITIVE POWER
10 0
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 384,085(1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x]
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 4.77% (1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Because the Reporting Person is not the beneficial owner of more than
five percent (5%) of the Common Stock, the Reporting Person is not
required under Rule 13d-1 of the Exchange Act to file this statement.
The filing of this statement is made solely because the Reporting
Person may be deemed, with any or all of his father, Leonard Schneider,
and his adult sisters, Susan Schneider and Leslie Schneider, a "group"
under section 13 of the Exchange Act and therefore may be deemed to be
the beneficial owner of more than five percent (5%) of the Common
Stock. The Reporting Person's father and his adult sisters beneficially
own an aggregate of 2,339,144 shares of Common Stock. The Reporting
Person, together with his father and his adult sisters, may be deemed
to be a member of a group that beneficially owns 2,723,229 shares of
Common Stock, representing approximately 26.22% of the outstanding
shares of Common Stock. The Reporting Person denies the existence of a
group with any or all of his father and his adult sisters, and
disclaims beneficial ownership of the shares of Common Stock
beneficially owned by any or all of his father and his adult sisters.
Page 2 of 7 pages
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $.01 per share
(the "Common Stock"), of McNaughton Apparel Group, Inc., a Delaware corporation
(the "Company"). The address of the Company's principal executive offices is 463
Seventh Avenue, New York, New York 10018.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by Scott Schneider (the "Reporting
Person").
The Reporting Person, together with any or all of his father and his
adult sisters, may be deemed to constitute a "group" for the purposes of Section
13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Reporting Person denies that he is a member of a "group" for the purposes of
Section 13 of the Exchange Act and disclaims beneficial ownership of all
securities of his father, Leonard Schneider, and his adult sisters, Susan
Schneider and Leslie Schneider. The filing of this statement shall not be
construed as an admission that the Reporting Person is the beneficial owner of
any shares of Common Stock beneficially owned by any of his father, Leonard
Schneider, or his adult sisters, Susan Schneider and Leslie Schneider, or that
the Reporting Person and any or all of his father, Leonard Schneider, and his
adult sisters, Susan Schneider and Leslie Schneider, constitute a "group."
(b) The business address of the Reporting Person is c/o Currants, 1407
Broadway, New York, New York 10018.
(c) The principal occupation or employment of the Reporting Person is
Executive Vice President of New Jeri-Jo (as hereinafter defined).
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, the Reporting Person has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person or entity was or is 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 to such laws.
(f) The Reporting Person is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On August 9, 2000, Susan Schneider, Leslie Schneider and Scott
Schneider entered into an agreement dated as of August 3, 2000 (the "Agreement")
with New Jeri-Jo (as hereinafter defined) and the Company pursuant to which the
Reporting Person, Leonard Schneider, Susan Schneider and Leslie Schneider
(collectively, the "Schneiders") will respectively acquire, on August 29, 2000,
among other things, 240,000, 800,000, 480,000 and 480,000 shares of Common
Stock. There will be no new consideration paid for such shares of Common Stock.
The shares represent a portion of the contingent payment payable pursuant to
that certain Agreement of Purchase and Sale dated as of April 15, 1998, as
amended (the "Purchase Agreement"), by and among JJK II Inc. (formerly known as
Jeri-Jo Knitwear Inc.) ("JJKII"), JJK III Inc. (formerly known as Jamie Scott,
Inc.) ("JJKIII" and collectively with JJKII, the "Selling Companies"), the
stockholders of JJK III, Inc., Jeri-Jo Knitwear, Inc. (formerly known as JJ
Acquisition Corp.) ("New Jeri-Jo"), and the Company (formerly known as Norton
McNaughton, Inc.).
Pursuant to the Purchase Agreement, New Jeri-Jo acquired substantially
all of the assets of the Selling Companies, and the Selling Companies received
cash consideration of $55,000,000 at the closing, which occurred on June 18,
1998. Also pursuant to the Purchase Agreement, the Selling Companies were
entitled to
Page 3 of 7 pages
<PAGE>
additional contingent consideration (the "Earn-Out Payment") based on the
earnings of New Jeri-Jo during the two year period following the closing date.
The Agreement constitutes an amendment to the Purchase Agreement, and sets forth
agreements among the parties thereto as to, among other things, how much the
Earn-Out Payment will be, when it will be paid, and in what form (cash, stock or
other consideration) it will be delivered. Pursuant to the Agreement, in certain
circumstances, including in the event the Company does not make the final cash
payment due to the Schneiders under the Agreement on or before November 30,
2000, the Schneiders (including the Reporting Person) may be entitled to
additional shares of Common Stock. In addition, pursuant to the Agreement, each
of the Schneiders (including the Reporting Person) agreed not to publicly sell
or publicly transfer any shares of Common Shares until the earlier to occur of
the closing of a new financing arrangement by the Company or November 30, 2000.
Leonard Schneider was the sole stockholder of JJK II and was assigned
its rights to the Earn-Out Payment under the Purchase Agreement. The Reporting
Person, Susan Schneider and Leslie Schneider were the sole stockholders of JJK
III and were assigned its rights to the Earn-Out Payment under the Purchase
Agreement.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition of securities of the Company by the
Reporting Person is to receive consideration for the sale of the assets
discussed above and make investments in the Company.
Except as otherwise set forth herein, the Reporting Person has no plans
or proposals (although the right to develop such plans or proposals is reserved)
which relate to or would result in: (a) the acquisition by such person of
additional securities of the Company or the disposition by such person 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 or any of its
subsidiaries, (d) any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board, (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) any
change in the Company's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company by any
person, (h) a class of securities of the Company to be delisted from a national
securities exchange or cease being authorized to be quoted in 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 Exchange Act of 1934
or (j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Scott Schneider is the beneficial owner of 384,085 (4.77%) of the
issued and outstanding shares of Common Stock, including 240,000 shares of
Common Stock acquired pursuant to the Agreement, options to acquire 106,585
shares of Common Stock exercisable at $6.375 per share, all of which are
currently exercisable or exercisable within 60 days of the date hereof, and
options to acquire 37,500 shares of Common Stock exercisable at $9.00 per share,
all of which are currently exercisable or exercisable within 60 days of the date
hereof.
Leonard Schneider is the father of Scott Schneider. Susan Schneider and
Leslie Schneider are the adult sisters of Scott Schneider. Because of their
family relationship, the Reporting Person, together with any or all of his
father, Leonard Schneider, and his adult sisters, Susan Schneider and Leslie
Schneider, may be deemed a "group" within the meaning of Rule 13d-5 under the
Exchange Act and, therefore, the Reporting Person may be deemed to be the
beneficial owner, within the meaning of Rule 13d-3 under the Exchange Act, of
any or all of the shares beneficially owned by each of Leonard Schneider, Susan
Schneider and Leslie
Page 4 of 7 pages
<PAGE>
Schneider, or an aggregate of 2,723,229 shares of Common Stock, representing,
based on the 7,663,362 shares of Common Stock which were issued and outstanding
on August 9, 2000 and the options to purchase an aggregate of 723,229 shares of
Common Stock held by the Reporting Person and Susan Schneider and Leslie
Schneider which were then exercisable or become exercisable within 60 days after
such date, approximately 26.22% of the total of the outstanding shares of the
Common Stock (assuming the issuance of all shares of Common Stock beneficially
owned by each of the Schneiders pursuant to the Agreement) and such options. The
Reporting Person denies that he is a member of a "group" for the purposes of
Section 13 of the Exchange Act and disclaims beneficial ownership of all
securities of his father, Leonard Schneider, and his adult sisters, Susan
Schneider and Leslie Schneider. The filing of this statement shall not be
construed as an admission that the Reporting Person is the beneficial owner of
any shares of any of his father, Leonard Schneider, or his adult sisters, Susan
Schneider and Leslie Schneider, or that the Reporting Person is a member of a
"group" with any or all of his father and his adult sisters.
In addition to the filing of this statement by the Reporting Person on
the date hereof, each of Leonard Schneider, Susan Schneider and Leslie Schneider
is filing his or her own Schedule 13D on the date hereof reporting the shares of
Common Stock beneficially owned by him or her on August 9, 2000.
(b) The following table sets forth information as to shares of Common
Stock as to which the Reporting Person has sole or shared power to vote or to
direct the disposition at August 9, 2000:
<TABLE>
<CAPTION>
Shares with Shares with
Sole Power to Vote Shared Power to Vote Total
and and -------------------
Direct Disposition Direct Disposition Shares %
------------------ ------------------ ------ ---
<S> <C> <C> <C>
Scott Schneider 384,085 (1) -- 384,085 (1) 4.77%
</TABLE>
--------------------
(c) Except as set forth below, the Reporting Person has not engaged in
any transaction in the Common Stock since sixty (60) days prior to the date
hereof:
(i) On August 9, 2000, the Reporting Person surrendered for
cancellation, as of August 2, 2000, options to purchase 50,500
shares of Common Stock, which options were exercisable at
$9.00 per share and all of which were then currently
exercisable.
(ii) On August 9, 2000, the Reporting Person entered into an
agreement dated as of August 3, 2000 with the Company,
pursuant to which certain options to purchase Common Stock
which were to be granted to the Reporting Person in the future
pursuant to an option bonus plan of the Company would not be
exercisable upon the date granted, but instead would become
exercisable on November 1, 2000.
(d) No person other than the Reporting Person is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, securities of the Company beneficially owned by the
Reporting Person.
(e) Not applicable.
--------------------
(1) Includes 144,085 shares which are not outstanding but which are
subject to issuance upon exercise of options held by Scott Schneider that are
presently exercisable or exercisable within 60 days of August 9, 2000.
Page 5 of 7 pages
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except as otherwise set forth herein, the Reporting Person has no
contract, arrangement, understanding or relationship (legal or otherwise) with
any person with respect to securities issued by the Company, including, but not
limited to, transfer or voting of any such securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
divisions of profits or loss or the giving or withholding of proxies, except
that pursuant to the Purchase Agreement, the Reporting Person is entitled to
various "piggy-back" registration rights with respect to the shares of Common
Stock acquired as part of the Earn-Out Payment and pursuant to the grant of
various options.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Agreement of Purchase and Sale dated as of April 15,
1998 (the "Purchase Agreement") by and among JJK II
Inc. (formerly known as Jeri-Jo Knitwear), JJK III
Inc. (formerly known as Jamie Scott, Inc.), the
stockholders of JJK III Inc., Jeri-Jo Knitwear, Inc.
(formerly known as JJ Acquisition Corp.), and
McNaughton Apparel Group, Inc. (formerly known as
Norton McNaughton, Inc.) (incorporated by reference
to the Company's Form 8-K of April 22, 1998).
Exhibit 2: Amendment to Purchase Agreement dated as of August 3,
2000 (filed herewith).
Page 6 of 7 pages
<PAGE>
SIGNATURE
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.
Dated: August 22, 2000
/s/ Scott Schneider
------------------------------
Scott Schneider
Page 7 of 7 pages
