-----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, MIvHK8p9t2jV/RCChhiDITLxhVv64WVPFKZ0PC8BJozfItErXf2hJhh0Wxtv/CV0 0rT5PM7we5v4ViFf8d8y+A== 0000942618-04-000037.txt : 20041203 0000942618-04-000037.hdr.sgml : 20041203 20041203151929 ACCESSION NUMBER: 0000942618-04-000037 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041203 DATE AS OF CHANGE: 20041203 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLAIR CORP CENTRAL INDEX KEY: 0000071525 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 250691670 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-18609 FILM NUMBER: 041183576 BUSINESS ADDRESS: STREET 1: 220 HICKORY ST CITY: WARREN STATE: PA ZIP: 16366 BUSINESS PHONE: 8147233600 FORMER COMPANY: FORMER CONFORMED NAME: NEW PROCESS CO DATE OF NAME CHANGE: 19890507 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOEB PARTNERS CORP CENTRAL INDEX KEY: 0000942618 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 MAIL ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 SC 13D 1 blair.txt UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* Blair Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 092828102 (CUSIP Number) Michael Emanuel, Esq. c/o Loeb Partners Corporation 61 Broadway, N.Y., N.Y., 10006 (212) 483-7047 (Name, address and Telephone Number of Person Authorized to Receive Notices and Communications) December 2, 2004 (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(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with statement [ ]. (A fee is not required only if the following reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described is Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 remained 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). SCHEDULE 13D CUSIP NO. 092828102 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Partners Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 15,165 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 11,372 Shares of Common stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 15,165 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER 11,372 Shares of Common stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,537 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.32% 14 TYPE OF REPORTING PERSON* CO, BD, IA SCHEDULE 13D CUSIP NO. 092828102 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Arbitrage Fund 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 324,087 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 324,087 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 324,087 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.95% 14 TYPE OF REPORTING PERSON* PN, BD SCHEDULE 13D CUSIP NO. 092828102 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Offshore Fund Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER SHARES 28,432 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 28,432 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,432 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.35% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP NO. 092828102 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Marathon Fund LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 21,097 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 21,097 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,097 Shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.26% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP NO. 092828102 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Marathon Offshore Fund, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER SHARES 14,864 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 14,864 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,864 Shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.18% 14 TYPE OF REPORTING PERSON* CO Item 1. Security and Issuer. - ------ ------------------- This statement refers to the Common Stock of Blair Corp., 220 Hickory St., Warren, PA 16366. Item 2. Identity and Background. - ------ ----------------------- Loeb Arbitrage Fund ("LAF"), 61 Broadway, New York, New York, 10006, is a New York limited partnership. It is a registered broker/dealer. Its general partner is Loeb Arbitrage Management, Inc., ("LAM"), a Delaware corporation, with the same address. Its President is Gideon J. King. The other officers of LAM are Thomas L. Kempner, Chairman of the Board, President, Peter A. Tcherepnine, Vice President, Edward J. Campbell, Vice President. Loeb Partners Corporation ("LPC"), 61 Broadway,New York, New York, 10006, is a Delaware corporation. It is a registered broker/dealer and a registered investment adviser. Thomas L. Kempner is its President and a director and its Chief Executive Officer. Norman N. Mintz is a Vice President and also a director. Gideon J.King is Executive Vice President. Loeb Holding Corporation ("LHC"), a Maryland corporation, 61 Broadway, New York, New York, 10006 is the sole stockholder of LAM and LPC. Thomas L. Kempner is its President and a director as well as its Chief Executive Officer and majority stockholder. Norman N. Mintz and Peter A. Tcherepnine are also directors. Loeb Offshore Fund, Ltd., ("LOF") is a Cayman Islands exempted company. Loeb Offshore Management, LLC ("LOM") is a Delaware limited liability company, a registered investment adviser and is wholly owned by Loeb Holding Corporation. It is the investment adviser of LOF. Gideon J. King and Thomas L. Kempner are Directors of LOF and Managers of LOM. Loeb Marathon Fund ("LMF") is a Delaware limited partnership whose general partner is LAM. Loeb Marathon Offshore Fund Ltd. ("LMOF") is a Cayman Islands exempted company. LOM is the investment adviser of LMOF. All of the individuals named are United States citizens. None have been, within the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or are 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 violations with respect to such laws. Item 3. Source and Amount of Funds or Other Compensation. - ------ ------------------------------------------------ Shares of Common Stock were acquired by LAF, LPC, LMF, LOF and LMOF in margin accounts maintained with Bear Stearns Securities Corp. Item 4. Purpose of Transaction. - ------ ---------------------- LAF, LPC*, LMF, LOF and LMOF ("Loeb") have acquired shares of Common Stock for investment purposes. Loeb intends to issue a press release at or about the same time of this filing stating its opinions about the Issuer's financial and managerial posture. Loeb reserves the right, consistent with applicable law, to acquire additional securities of the Issuer (whether through open market purchases, block trades, private acquisitions, tender or exchange offers or otherwise), to seek to influence the management or policies of the Issuer, to dispose of their securities of the Issuer, or to formulate other purposes, plans or proposals regarding the Issuer of any of its securities, in each case in light of Loeb's continued evaluation of the Issuer, market conditions or other factors. Such actions could result in one or more of the transactions described in sub-paragraph (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ (a) The persons reporting hereby owned the following shares of Common Stock as of December 2, 2004. Shares of Common Stock Loeb Arbitrage Fund 324,087 Loeb Partners Corporation* 26,537 Loeb Offshore Fund Ltd. 28,432 Loeb Marathon Fund LP 21,097 Loeb Marathon Offshore Fund Ltd. 14,864 --------- 415,017 The total shares of Common Stock constitutes 5.06% the 8,199,000 outstanding shares of Common Stock as reported by the issuer. - ------------------------- *Including 11,372 shares of Common Stock purchased for the account of one customer of Loeb Partners Corporation as to which it has investment discretion. (b) See paragraph (a) above. (c) The following purchases of Common Stock have been made in the last sixty (60) days by the following: Purchases of Common Stock Holder Date Shares Average Price Loeb Partners Corp.* 10-25-04 1355 $29.94 10-26-04 325 30.00 10-27-04 195 30.01 10-28-04 635 30.06 10-29-04 50 31.31 11-2-04 533 31.47 11-3-04 595 31.93 11-4-04 91 32.01 11-5-04 228 33.21 11-8-04 1286 33.47 11-9-04 637 33.74 11-10-04 1146 33.53 11-12-04 700 33.40 11-12-04 379 33.43 11-15-04 665 33.35 11-16-04 849 33.51 11-17-04 371 33.96 11-18-04 1123 34.37 11-19-04 1983 34.96 11-22-04 1680 35.82 11-23-04 178 35.56 11-24-04 1400 35.91 11-26-04 25 35.77 11-29-04 378 35.17 11-30-04 350 35.07 12-1-04 1976 35.51 12-2-04 455 35.39 Holder Shares Average Price Loeb Arbitrage Fund 10-25-04 11186 $29.903 10-26-04 9524 30.004 10-27-04 2397 30.009 10-28-04 7831 30.062 10-29-04 625 31.312 11-2-04 6529 31.472 11-3-04 6420 31.929 11-4-04 1112 32.008 11-5-04 2788 33.211 11-8-04 9359 33.469 11-9-04 7771 33.738 11-10-04 13839 33.532 11-12-04 8550 33.403 11-12-04 9221 33.430 11-15-04 8125 33.348 11-16-04 10369 33.508 11-17-04 4531 33.963 11-18-04 13735 34.367 11-19-04 25774 34.965 11-22-04 20520 35.818 11-23-04 2177 35.556 11-24-04 17100 35.913 11-26-04 250 35.768 11-29-04 4617 35.169 11-30-04 4275 35.067 12-1-04 24141 35.508 12-2-04 5557 35.394 Holder Shares Average Price Loeb Offshore Fund 10-25-04 1975 29.90 10-27-04 228 30.01 10-28-04 746 30.06 10-29-04 61 31.31 11-2-04 665 31.47 11-3-04 2197 31.93 11-4-04 113 32.01 11-5-04 284 33.21 11-8-04 335 33.47 11-9-04 682 33.74 11-10-04 1215 33.53 11-12-04 750 33.40 11-15-04 714 33.35 11-16-04 910 33.51 11-17-04 398 33.96 11-18-04 1207 34.37 11-19-04 1663 34.96 11-22-04 1800 35.82 11-23-04 191 35.56 11-24-04 1500 35.91 11-26-04 25 35.77 11-29-04 405 35.17 11-30-04 375 35.07 12-1-04 2118 35.51 12-2-04 488 35.39 Holder Shares Average Price Loeb Marathon Fund LP 09-30-04 3758 $28.31 10-25-04 1004 29.90 10-27-04 104 30.01 10-28-04 340 30.06 10-29-04 37 31.31 11-2-04 446 31.47 11-3-04 357 31.93 11-4-04 49 32.01 11-5-04 173 33.21 11-8-04 648 33.47 11-9-04 641 33.74 11-12-04 232 33.40 11-15-04 748 33.35 11-16-04 447 33.51 11-17-04 579 33.96 11-18-04 1640 34.37 11-19-04 3196 34.96 11-22-04 3058 35.82 11-23-04 89 35.56 11-30-04 670 35.07 12-1-04 331 35.51 12-2-04 234 35.39 Holder Date Shares Average Price Loeb Marathon Offshore 09-30-04 2668 $28.31 Fund, Ltd. 10-11-04 25 28.93 10-25-04 731 29.90 10-27-04 76 30.01 10-28-04 248 30.06 10-29-04 27 31.31 11-2-04 327 31.47 11-3-04 231 31.93 11-4-04 35 32.01 11-5-04 127 33.21 11-8-04 472 33.47 11-9-04 469 33.74 11-12-04 168 33.40 11-15-04 548 33.35 11-16-04 325 33.51 11-17-04 421 33.96 11-18-04 1195 34.37 11-19-04 1084 34.96 11-22-04 1138 35.82 11-23-04 65 35.56 12-1-04 234 35.51 12-2-04 166 35.39 - -------------------- *Including 11,372 shares of Common Stock purchased for the account of one customer of Loeb Partners Corporation as to which it has investment discretion. All reported transactions were effected on AMEX. (d) Not applicable. (e). Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer. None. Item 7. Materials to be Filed as Exhibits. None. 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. December 3, 2004 Loeb Partners Corporation By: /s/ Gideon J. King Executive Vice President December 3, 2004 Loeb Arbitrage Fund By: Loeb Arbitrage Management, Inc., G.P. By: /s/ Gideon J. King President December 3, 2004 Loeb Offshore Fund Ltd. By: /s/ Gideon J. King Director December 3, 2004 Loeb Marathon Fund LP By: Loeb Arbitrage Management, Inc., G.P. By: /s/ Gideon J. King President December 3, 2004 Loeb Marathon Offshore Fund Ltd. By: /s/ Gideon J. King Director -----END PRIVACY-ENHANCED MESSAGE-----