UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
(AMENDMENT NO. 1)
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.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
582524104
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(CUSIP Number)
James Alterbaum, Esq.
Parker Chapin LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
(212) 704-6000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 2, 2000
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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(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 6 pages
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Susan Schneider
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX 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
United States of America
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7 SOLE VOTING POWER
NUMBER OF
SHARES 1,233,572
BENEFICIALLY -----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,233,572
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SHARED DISPOSITIVE POWER
10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,233,572(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 11.84% (1)
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) The Reporting Person's father, Leonard Schneider, and her adult brother
and sister, Scott Schneider and Leslie Schneider, beneficially own an
aggregate of 2,649,657 shares of Common Stock. The Reporting Person,
together with her father and her adult brother and sister, may be
deemed to be a member of a group that beneficially owns 3,883,229
shares of Common Stock, representing approximately 33.63% of the
outstanding shares of Common Stock. The Reporting Person denies the
existence of a group with any or all of her father and her adult
brother and sister, and disclaims beneficial ownership of the shares of
Common Stock beneficially owned by any or all of her father and her
adult brother and sister
Page 2 of 6 pages
<PAGE>
Except as to Items 3, 5 and 7, no changes have occurred to the answer of any
Items of this Schedule 13D from the information last reported by the Reporting
Person in respect of such Items. This amendment No. 1 is being filed to report
the "acquisition" by the Reporting Person of additional options to purchase
shares of the Issuer's Common Stock. These options were previously granted and
have become exercisable within 60 days of September 2, 2000.
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, and as amended
on August 29, 2000 (the "Agreement") with New Jeri-Jo (as hereinafter defined)
and the Company pursuant to which the Reporting Person, Leonard Schneider,
Leslie Schneider and Scott Schneider (collectively, the "Schneiders")
respectively acquired, on August 29, 2000, among other things, 480,000, 800,000,
480,000 and 240,000 shares of Common Stock. No new consideration was 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 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, Leslie Schneider and Scott Schneider were the sole stockholders of JJK
III and were assigned its rights to the Earn-Out Payment under the Purchase
Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Susan Schneider is the beneficial owner of 1,233,527 (11.84%) of
the issued and outstanding shares of Common Stock, including 480,000 shares of
Common Stock acquired pursuant to the Agreement, options to acquire 214,572
shares of Common Stock exercisable at $6.375 per share, all of which are
currently exercisable, options to acquire 75,000 shares of Common Stock
exercisable at $9.00 per share, all of which are currently exercisable, and
options to acquire 464,000 shares of Common Stock exercisable at $15.375 per
share, all of which are currently exercisable or exercisable within 60 days of
the date hereof.
Leonard Schneider is the father of Susan Schneider. Leslie Schneider is
the adult sister and Scott Schneider is the adult brother of Susan Schneider.
Because of their family relationship, the Reporting Person, together with any or
all of her father, Leonard Schneider, and her adult sister and brother, Leslie
Schneider and Scott 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, Leslie
Page 3 of 6 pages
<PAGE>
Schneider and Scott Schneider, or an aggregate of 3,883,229 shares of Common
Stock, representing, based on the 9,663,362 shares of Common Stock which were
issued and outstanding on September 2, 2000 and options to purchase an aggregate
of 1,883,229 shares of Common Stock held by the Reporting Person and Leslie
Schneider and Scott Schneider which are currently exercisable or become
exercisable within 60 days of the date hereof, approximately 33.63% 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 she is a
member of a "group" for the purposes of Section 13 of the Exchange Act and
disclaims beneficial ownership of all securities of her father, Leonard
Schneider, and her adult sister and brother, Leslie Schneider and Scott
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 her
father, Leonard Schneider, or her adult sister and brother, Leslie Schneider and
Scott Schneider, or that the Reporting Person is a member of a "group" with any
or all of her father and her adult sister and brother.
In addition to the filing of this statement by the Reporting Person on
the date hereof, each of Leonard Schneider, Leslie Schneider and Scott 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 September 2, 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 September 2, 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> <C> <C>
Susan Schneider 1,233,572 (1) -- 1,233,572 (1) 11.84%
</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
101,000 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.
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(1) Includes 753,572 shares which are not outstanding but which are subject
to issuance upon exercise of options held by Susan Schneider that are
presently exercisable or exercisable within 60 days of the date hereof.
Page 4 of 6 pages
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
<S> <C>
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
(incorporated by reference to Schedule 13D filed by Reporting
Person on August 23, 2000)
Exhibit 3: Amendment to Purchase Agreement dated as of August 29, 2000 (filed
herewith).
</TABLE>
Page 5 of 6 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: September 27, 2000
/s/ Susan Schneider
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Susan Schneider
