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.
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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)
August 9, 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 7 pages
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Leslie 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 769,572
BENEFICIALLY -----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
769,572
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SHARED DISPOSITIVE POWER
10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
769,572(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 9.13% (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 Susan Schneider, beneficially own an aggregate
of 1,953,657 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 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 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 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 Leslie Schneider (the "Reporting
Person").
The Reporting Person, together with any or all of her father and her
adult brother and sister, 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 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 brother and
sister, Scott Schneider and Susan 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 her father,
Leonard Schneider, or her adult brother and sister, Scott Schneider and Susan
Schneider, or that the Reporting Person and any or all of her father, Leonard
Schneider, and her adult brother and sister, Scott Schneider and Susan
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
co-President and co-Chief Executive Officer 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 Scott Schneider
(collectively, the "Schneiders") will respectively acquire, on August 29, 2000,
among other things, 480,000, 800,000, 480,000 and 240,000 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
Page 3 of 7 pages
<PAGE>
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, Susan 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 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) Leslie Schneider is the beneficial owner of 769,572 (9.13%) 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 or exercisable within 60 days of the date hereof, and
options to acquire 75,000 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 Leslie Schneider. Susan Schneider is
the adult sister and Scott Schneider is the adult brother of Leslie 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, Susan
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
Page 4 of 7 pages
<PAGE>
13d-3 under the Exchange Act, of any or all of the shares beneficially owned by
each of Leonard Schneider, Susan Schneider and Scott 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 Scott 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 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, Susan 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, Susan 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, Susan 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 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>
Leslie Schneider 769,572 (1) -- 769,572 (1) 9.13%
</TABLE>
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(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 289,572 shares which are not outstanding but which are subject
to issuance upon exercise of options held by Leslie 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/ Leslie Schneider
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Leslie Schneider
Page 7 of 7 pages
