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 5 pages
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Leonard 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 800,000
BENEFICIALLY -----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
800,000
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SHARED DISPOSITIVE POWER
10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
800,000(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 8.28% (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 adult children, Susan Schneider, Leslie Schneider
and Scott Schneider, beneficially own an aggregate of 3,083,229 shares of
Common Stock. The Reporting Person, together with his adult children, 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 his adult children, and disclaims beneficial
ownership of the shares of Common Stock beneficially owned by any or all of
his adult children.
Page 2 of 5 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, Susan Schneider, Leslie
Schneider and Scott Schneider (collectively, the Schneiders") respectively
acquired, on August 29, 2000, among other things, 800,000, 480,000, 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, each of 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.
The Reporting Person was the sole stockholder of JJK II and was
assigned its rights to the Earn-Out Payment under the Purchase Agreement. Susan
Schneider, 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) Leonard Schneider is the beneficial owner of 800,000 (8.28%) of the
issued and outstanding shares of Common Stock. All 800,000 shares of Common
Stock were acquired pursuant to the Agreement.
Susan Schneider, Leslie Schneider and Scott Schneider are the adult
children of Leonard Schneider. Because of their family relationship, the
Reporting Person, together with any or all of his adult children, Susan
Schneider, 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 Susan Schneider, Leslie 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 the
options to purchase an aggregate of 1,883,229 shares of Common Stock held by
Susan Schneider, 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 he is
Page 3 of 5 pages
<PAGE>
a member of a "group" for the purposes of Section 13 of the Exchange Act with
any or all of his adult children, and disclaims beneficial ownership of all
securities of his adult children, Susan Schneider, 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 his
adult children, Susan Schneider, Leslie Schneider and Scott Schneider, or that
the Reporting Person is a member of a "group" with any or all of his adult
children.
In addition to the filing of this statement by the Reporting Person on
the date hereof, each of Susan 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 as of 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>
Leonard Schneider 800,000 -- 800,000 8.28%
</TABLE>
(c) The Reporting Person has not engaged in any transaction in the
Common Stock since sixty (60) days prior to the date hereof.
(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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
<S> <C> <C> <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 4 of 5 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/ Leonard Schneider
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Leonard Schneider
