-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Knb5q1PzSaXWyhz3k7Wq+eRRKquHWq5G7q6FbmWtVyVRwrUSDk4wlmLI7EdsubEC yHyCsf28GD0lPo43q4lVvw== 0000897423-99-000218.txt : 19990922 0000897423-99-000218.hdr.sgml : 19990922 ACCESSION NUMBER: 0000897423-99-000218 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990921 GROUP MEMBERS: ALGENPAR, INC. GROUP MEMBERS: ALPINE CAPITAL LP GROUP MEMBERS: ALPINE CAPITAL, L.P. GROUP MEMBERS: ANNE T. BASS GROUP MEMBERS: BASS FOUNDATION GROUP MEMBERS: J. TAYLOR CRANDALL GROUP MEMBERS: ROBERT M. BASS GROUP MEMBERS: ROBERT W. BRUCE III GROUP MEMBERS: THE ANNE T. AND ROBERT M. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLAIBORNE LIZ INC CENTRAL INDEX KEY: 0000352363 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 132842791 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-33169 FILM NUMBER: 99714629 BUSINESS ADDRESS: STREET 1: 1441 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2123544900 MAIL ADDRESS: STREET 1: 1441 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALPINE CAPITAL LP CENTRAL INDEX KEY: 0000911382 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST STE 3100 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-390-8500 SC 13D/A 1 LIZ CLAIBORNE, INC. SCHEDULE 13D, AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 3)* Liz Claiborne, Inc. (Name of Issuer) Common Stock, Par Value $1.00 Per Share (Title of Class of Securities) 539320101 (Cusip Number) J. Taylor Crandall 201 Main Street, Suite 3100 Fort Worth, Texas 76102 (817) 390-8500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 20, 1999 (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 [ ]. *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 purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). **The total number of shares reported herein is 35,000, which constitutes less than 0.1% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 61,413,663 shares outstanding. 1. Name of Reporting Person: Alpine Capital, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: WC 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: -0- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.0% 14. Type of Reporting Person: PN 1. Name of Reporting Person: Robert W. Bruce III 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: 35,000 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 35,000 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 35,000 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): <0.1% 14. Type of Reporting Person: IN - ------------- (1) Solely in his capacity as a principal of The Robert Bruce Management Co., Inc., which has shared investment discretion over shares owned by The Anne T. and Robert M. Bass Foundation. 1. Name of Reporting Person: Algenpar, Inc. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: -0- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.0% 14. Type of Reporting Person: CO 1. Name of Reporting Person: J. Taylor Crandall 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: 35,000 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 35,000 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 35,000 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): <0.1% 14. Type of Reporting Person: IN - ------------ (1) Solely in his capacity as a director of The Anne T. and Robert M. Bass Foundation. 1. Name of Reporting Person: The Anne T. and Robert M. Bass Foundation 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: WC 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 35,000 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 35,000 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 35,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): <0.1% 14. Type of Reporting Person: CO - ------------ (1) Power is exercised through its three directors, Anne T. Bass, Robert M. Bass and J. Taylor Crandall and through Robert W. Bruce in his capacity as a principal of The Robert Bruce Management Co., Inc., which has shared investment discretion over shares owned by The Anne T. and Robert M. Bass Foundation. 1. Name of Reporting Person: Anne T. Bass 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: 35,000 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 35,000 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 35,000 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): <0.1% 14. Type of Reporting Person: IN - ------------ (1) Solely in her capacity as a director of The Anne T. and Robert M. Bass Foundation. 1. Name of Reporting Person: Robert M. Bass 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: 35,000 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 35,000 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 35,000 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): <0.1% 14. Type of Reporting Person: IN - ------------ (1) Solely in his capacity as a director of The Anne T. and Robert M. Bass Foundation. Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13D Statement dated July 2, 1999, as amended by Amendment No. 1 dated August 27, 1999, as amended by Amendment No. 2 dated September 15, 1999 (the "Schedule 13D"), relating to the Common Stock, Par Value $1.00 Per Share (the "Stock"), of Liz Claiborne, Inc. (the "Issuer"). Unless otherwise indicated, all defined terms used herein shall have the same meanings respectively ascribed to them in the Schedule 13D. Item 1. SECURITY AND ISSUER. No material change. Item 2. IDENTITY AND BACKGROUND. No material change. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended and restated in its entirety as follows: Not Applicable. Item 4. PURPOSE OF TRANSACTION. No material change. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and restated in its entirety as follows: (a) ALPINE Alpine is not the beneficial owner of any shares of the Stock. R. BRUCE Because of his position as principal of Bruce Management (which has shared investment discretion over the shares owned by the Foundation), R. Bruce may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an aggregate of 35,000 shares, which constitutes less than 0.1% of the outstanding shares of the Stock. ALGENPAR Algenpar is not the beneficial owner of any shares of the Stock. CRANDALL Because of his position as a director of the Foundation, Crandall may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 35,000 shares, which constitutes less than 0.1% of the outstanding shares of the Stock. FOUNDATION The aggregate number of shares that Foundation owns beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 35,000, which constitutes less than 0.1% of the outstanding shares of the Stock. A. BASS Because of her position as a director of Foundation, A. Bass may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 35,000 shares, which constitutes less than 0.1% of the outstanding shares of the Stock. R. BASS Because of his position as a director of the Foundation, R. Bass may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 35,000 shares, which constitutes less than 0.1% of the outstanding shares of the Stock. To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. (b) ALPINE Alpine has no power to vote or to direct the vote or to dispose or to direct the disposition of any shares of the Stock. R. BRUCE As principal of Bruce Management (which has shared investment discretion over the shares owned by the Foundation), R. Bruce has shared power to vote or to direct the vote and to dispose or to direct the disposition of 35,000 shares of the Stock. ALGENPAR Algenpar has no power to vote or to direct the vote or to dispose or to direct the disposition of any shares of the Stock. CRANDALL As one of three directors of Foundation, Crandall has shared power to vote or to direct the vote and to dispose or to direct the disposition of 35,000 shares of the Stock. FOUNDATION Acting through its three directors and R. Bruce (as principal of Bruce Management which exercises shared investment discretion over the shares owned by the Foundation), Foundation has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 35,000 shares of the Stock. A. BASS As one of three directors of Foundation, A. Bass has shared power to vote or to direct the vote and to dispose or to direct the disposition of 35,000 shares of the Stock. R. BASS As one of three directors of Foundation, R. Bass has shared power to vote or to direct the vote and to dispose or to direct the disposition of 35,000 shares of the Stock. (c) Since the last filing, Alpine purchased shares of the Stock in open market transactions on the New York Stock Exchange as follows: NO. OF SHARES PRICE PER DATE PURCHASED UNIT 09/15/99 60,000 $34.04 09/16/99 21,000 33.04 On September 20, 1999, Alpine sold 4,894,500 shares of the Stock in a brokerage transaction at a price of $29.98 per share. Except as set forth in this paragraph (c), to the best of the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in the shares since the last filing. (d) Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares owned by such Reporting Person. (e) On September 20, 1999, the Reporting Persons ceased to be the beneficial owners of 5% or more of the outstanding shares of Stock. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No material change. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii). 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 21, 1999 ALPINE CAPITAL, L.P. By: /s/ Robert W. Bruce III Robert W. Bruce III, Manager /s/ Robert W. Bruce III ROBERT W. BRUCE III ALGENPAR, INC. By: /s/ J. Taylor Crandall J. Taylor Crandall, President /s/ J. Taylor Crandall J. TAYLOR CRANDALL /s/ W.R. Cotham W.R. Cotham, Attorney-in-Fact for: THE ANNE T. AND ROBERT M. BASS FOUNDATION (1) ANNE T. BASS (2) ROBERT M. BASS (3) (1) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of the Anne T. and Robert M. Bass Foundation previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of Anne T. Bass previously has been filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of Robert M. Bass previously has been filed with the Securities and Exchange Commission. EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith EX-99.1 2 JOINT FILING AGRMT FOR SCHED. 13D Exhibit 99.1 Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. ALPINE CAPITAL, L.P. By: /s/ Robert W. Bruce III Robert W. Bruce III, Manager /s/ Robert W. Bruce III ROBERT W. BRUCE III ALGENPAR, INC. By: /s/ J. Taylor Crandall J. Taylor Crandall, President /s/ J. Taylor Crandall J. TAYLOR CRANDALL /s/ W.R. Cotham W.R. Cotham, Attorney-in-Fact for: THE ANNE T. AND ROBERT M. BASS FOUNDATION (1) ANNE T. BASS (2) ROBERT M. BASS (3) (1) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of the Anne T. and Robert M. Bass Foundation previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of Anne T. Bass previously has been filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of Robert M. Bass previously has been filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----