-----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, C4aj6RnvdUjHjCm5hQWNDd2aIajG5Eqx3a9Cv91kJXLn8d4fjA6IdrQzQnIvWnZr AIytdKmWdA6F0ALBkGPBXg== 0001398432-08-000002.txt : 20080102 0001398432-08-000002.hdr.sgml : 20080101 20080102145507 ACCESSION NUMBER: 0001398432-08-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080102 DATE AS OF CHANGE: 20080102 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYMS CORP CENTRAL INDEX KEY: 0000724742 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 222465228 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0301 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39363 FILM NUMBER: 08501381 BUSINESS ADDRESS: STREET 1: SYMS WAY CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 2019029600 MAIL ADDRESS: STREET 1: SYMS WAY CITY: SECAUCUS STATE: NJ ZIP: 07094 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARINGTON COMPANIES EQUITY PARTNERS L P CENTRAL INDEX KEY: 0001107149 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 7TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129745700 SC 13D/A 1 syms_13da2.htm SCHEDULE 13D AMENDMENT #2

 


 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

(Amendment No. 2)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Syms Corp.

(Name of Issuer)

Common Stock, par value $0.05 per share

(Title of Class of Securities)

871551107

(CUSIP Number)

Mr.  James A. Mitarotonda

c/o Barington Companies Equity Partners, L.P.

888 Seventh Avenue, 17th Floor

New York, NY 10019

(212) 974-5700

(Name, Address and Telephone Number of

Person Authorized to Receive Notices

and Communications)

January 2, 2008

(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 that 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:[ ].

(Continued on following pages)

(Page 1 of 41 Pages)

 


 

 

 

 

CUSIP No. 871551107

Page 2 of 41 Pages

 

 

1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

Barington Companies Equity Partners, L.P.

 

 

 

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

x

 

 

 

(b)

o

 

 

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)

 

o

 

 

6)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

Delaware

 

 

 

 

 

 

7)            SOLE VOTING POWER

 

 

 

 

NUMBER OF

266,376

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

8)            SHARED VOTING POWER

 

 

 

 

OWNED BY

None

 

 

 

 

EACH

 

 

 

 

 

REPORTING

9)            SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

266,376

 

 

 

 

WITH

 

 

 

 

 

 

10)          SHARED DISPOSITIVE POWER

 

 

 

 

 

None

 

 

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

266,376

 

 

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

1.81%

 

 

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

PN

 

 

 

 

 

 

 

CUSIP No. 871551107

Page 3 of 41 Pages

 

 

1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

Barington Companies Investors, LLC

 

 

 

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

x

 

 

 

(b)

o

 

 

3)

SEC USE ONLY

 

 

 

 

4)

SOURCE OF FUNDS

 

 

 

 

OO

 

 

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

 

 

 

 

PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

 

 

6)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

Delaware

 

 

 

 

 

 

7)            SOLE VOTING POWER

 

 

 

 

NUMBER OF

266,376

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

8)            SHARED VOTING POWER

 

 

 

 

OWNED BY

None

 

 

 

 

EACH

 

 

 

 

 

REPORTING

9)            SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

266,376

 

 

 

 

WITH

 

 

 

 

 

 

10)          SHARED DISPOSITIVE POWER

 

 

 

 

 

None

 

 

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

266,376

 

 

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

1.81%

 

 

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

OO

 

 

 

 

 

 

 

CUSIP No. 871551107

Page 4 of 41 Pages

 

 

1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

Barington Investments, L.P.

 

 

 

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

x

 

 

 

(b)

o

 

 

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)

 

o

 

 

6)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

Delaware

 

 

 

 

 

 

7)            SOLE VOTING POWER

 

 

 

 

NUMBER OF

136,117

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

8)            SHARED VOTING POWER

 

 

 

 

OWNED BY

None

 

 

 

 

EACH

 

 

 

 

 

REPORTING

9)            SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

136,117

 

 

 

 

WITH

 

 

 

 

 

 

10)          SHARED DISPOSITIVE POWER

 

 

 

 

 

None

 

 

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

136,117

 

 

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

0.93%

 

 

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

PN

 

 

 

 

 

 

 

CUSIP No. 871551107

Page 5 of 41 Pages

 

 

1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

Barington Companies Advisors, LLC

 

 

 

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

x

 

 

 

(b)

o

 

 

3)

SEC USE ONLY

 

 

 

 

4)

SOURCE OF FUNDS

 

 

 

 

OO

 

 

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

 

 

 

 

PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

 

 

6)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

Delaware

 

 

 

 

 

 

7)            SOLE VOTING POWER

 

 

 

 

NUMBER OF

136,117

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

8)            SHARED VOTING POWER

 

 

 

 

OWNED BY

None

 

 

 

 

EACH

 

 

 

 

 

REPORTING

9)            SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

136,117

 

 

 

 

WITH

 

 

 

 

 

 

10)          SHARED DISPOSITIVE POWER

 

 

 

 

 

None

 

 

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

136,117

 

 

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

0.93%

 

 

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

OO

 

 

 

 

 

 

 

CUSIP No. 871551107

Page 6 of 41 Pages

 

 

1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

Benchmark Opportunitas Fund plc

 

 

 

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

x

 

 

 

(b)

o

 

 

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)

 

o

 

 

6)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

Ireland

 

 

 

 

 

 

7)            SOLE VOTING POWER

 

 

 

 

NUMBER OF

46,863

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

8)            SHARED VOTING POWER

 

 

 

 

OWNED BY

None

 

 

 

 

EACH

 

 

 

 

 

REPORTING

9)            SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

46,863

 

 

 

 

WITH

 

 

 

 

 

 

10)          SHARED DISPOSITIVE POWER

 

 

 

 

 

None

 

 

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

46,863

 

 

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

0.32%

 

 

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

CO

 

 

 

 

 

 

 

CUSIP No. 871551107

Page 7 of 41 Pages

 

 

1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

Barington Offshore Advisors, LLC

 

 

 

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

x

 

 

 

(b)

o

 

 

3)

SEC USE ONLY

 

 

 

 

4)

SOURCE OF FUNDS

 

 

 

 

OO

 

 

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

 

 

 

 

PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

 

 

6)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

Delaware

 

 

 

 

 

 

7)            SOLE VOTING POWER

 

 

 

 

NUMBER OF

46,863

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

8)            SHARED VOTING POWER

 

 

 

 

OWNED BY

None

 

 

 

 

EACH

 

 

 

 

 

REPORTING

9)            SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

46,863

 

 

 

 

WITH

 

 

 

 

 

 

10)          SHARED DISPOSITIVE POWER

 

 

 

 

 

None

 

 

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

46,863

 

 

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

0.32%

 

 

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

IA, OO

 

 

 

 

 

 

 

CUSIP No. 871551107

Page 8 of 41 Pages

 

 

1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

Barington Companies Offshore Fund, Ltd.

 

 

 

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

x

 

 

 

(b)

o

 

 

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)

 

o

 

 

6)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

British Virgin Islands

 

 

 

 

 

 

7)            SOLE VOTING POWER

 

 

 

 

NUMBER OF

451,590

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

8)            SHARED VOTING POWER

 

 

 

 

OWNED BY

None

 

 

 

 

EACH

 

 

 

 

 

REPORTING

9)            SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

451,590

 

 

 

 

WITH

 

 

 

 

 

 

10)          SHARED DISPOSITIVE POWER

 

 

 

 

 

None

 

 

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

451,590

 

 

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

3.08%

 

 

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

OO

 

 

 

 

 

 

 

CUSIP No. 871551107

Page 9 of 41 Pages

 

 

1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

Barington Offshore Advisors II, LLC

 

 

 

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

x

 

 

 

(b)

o

 

 

3)

SEC USE ONLY

 

 

 

 

4)

SOURCE OF FUNDS

 

 

 

 

OO

 

 

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

 

 

 

 

PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

 

 

6)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

Delaware

 

 

 

 

 

 

7)            SOLE VOTING POWER

 

 

 

 

NUMBER OF

451,590

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

8)            SHARED VOTING POWER

 

 

 

 

OWNED BY

None

 

 

 

 

EACH

 

 

 

 

 

REPORTING

9)            SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

451,590

 

 

 

 

WITH

 

 

 

 

 

 

10)          SHARED DISPOSITIVE POWER

 

 

 

 

 

None

 

 

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

451,590

 

 

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

3.08%

 

 

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

IA, OO

 

 

 

 

 

 

 

CUSIP No. 871551107

Page10 of 41 Pages

 

 

1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

Barington Capital Group, L.P.

 

 

 

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

x

 

 

 

(b)

o

 

 

3)

SEC USE ONLY

 

 

 

 

4)

SOURCE OF FUNDS

 

 

 

 

OO

 

 

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

 

 

 

 

PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

 

 

6)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

New York

 

 

 

 

 

 

7)            SOLE VOTING POWER

 

 

 

 

NUMBER OF

900,946

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

8)            SHARED VOTING POWER

 

 

 

 

OWNED BY

None

 

 

 

 

EACH

 

 

 

 

 

REPORTING

9)            SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

900,946

 

 

 

 

WITH

 

 

 

 

 

 

10)          SHARED DISPOSITIVE POWER

 

 

 

 

 

None

 

 

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

900,946

 

 

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

6.14%

 

 

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

PN

 

 

 

 

 

 

 

CUSIP No. 871551107

Page 11 of 41 Pages

 

 

1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

LNA Capital Corp.

 

 

 

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

x

 

 

 

(b)

o

 

 

3)

SEC USE ONLY

 

 

 

 

4)

SOURCE OF FUNDS

 

 

 

 

OO

 

 

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

 

 

 

 

PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

 

 

6)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

Delaware

 

 

 

 

 

 

7)            SOLE VOTING POWER

 

 

 

 

NUMBER OF

900,946

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

8)            SHARED VOTING POWER

 

 

 

 

OWNED BY

None

 

 

 

 

EACH

 

 

 

 

 

REPORTING

9)            SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

900,946

 

 

 

 

WITH

 

 

 

 

 

 

10)          SHARED DISPOSITIVE POWER

 

 

 

 

 

None

 

 

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

900,946

 

 

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

6.14%

 

 

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

CO

 

 

 

 

 

 

 

CUSIP No. 871551107

Page 12 of 41 Pages

 

 

1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

James A. Mitarotonda

 

 

 

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

x

 

 

 

(b)

o

 

 

3)

SEC USE ONLY

 

 

 

 

4)

SOURCE OF FUNDS

 

 

 

 

OO

 

 

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

 

 

 

 

PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

 

 

6)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

United States

 

 

 

 

 

 

7)            SOLE VOTING POWER

 

 

 

 

NUMBER OF

900,946

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

8)            SHARED VOTING POWER

 

 

 

 

OWNED BY

None

 

 

 

 

EACH

 

 

 

 

 

REPORTING

9)            SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

900,946

 

 

 

 

WITH

 

 

 

 

 

 

10)          SHARED DISPOSITIVE POWER

 

 

 

 

 

None

 

 

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

900,946

 

 

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

6.14%

 

 

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

IN

 

 

 

 

 

 

 

CUSIP No. 871551107

Page 13 of 41 Pages

 

 

1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

RJG Capital Partners, L.P.

 

 

 

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

x

 

 

 

(b)

o

 

 

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)

 

o

 

 

6)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

Delaware

 

 

 

 

 

 

7)            SOLE VOTING POWER

 

 

 

 

NUMBER OF

17,200

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

8)            SHARED VOTING POWER

 

 

 

 

OWNED BY

None

 

 

 

 

EACH

 

 

 

 

 

REPORTING

9)            SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

17,200

 

 

 

 

WITH

 

 

 

 

 

 

10)          SHARED DISPOSITIVE POWER

 

 

 

 

 

None

 

 

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

17,200

 

 

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

0.12%

 

 

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

PN

 

 

 

 

 

 

 

CUSIP No. 871551107

Page 14 of 41 Pages

 

 

1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

RJG Capital Management, LLC

 

 

 

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

x

 

 

 

(b)

o

 

 

3)

SEC USE ONLY

 

 

 

 

4)

SOURCE OF FUNDS

 

 

 

 

OO

 

 

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

 

 

 

 

PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

 

 

6)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

Delaware

 

 

 

 

 

 

7)            SOLE VOTING POWER

 

 

 

 

NUMBER OF

17,200

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

8)            SHARED VOTING POWER

 

 

 

 

OWNED BY

None

 

 

 

 

EACH

 

 

 

 

 

REPORTING

9)            SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

17,200

 

 

 

 

WITH

 

 

 

 

 

 

10)          SHARED DISPOSITIVE POWER

 

 

 

 

 

None

 

 

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

17,200

 

 

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

0.12%

 

 

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

OO

 

 

 

 

 

 

 

CUSIP No. 871551107

Page 15 of 41 Pages

 

 

1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

Ronald J. Gross

 

 

 

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

x

 

 

 

(b)

o

 

 

3)

SEC USE ONLY

 

 

 

 

4)

SOURCE OF FUNDS

 

 

 

 

OO

 

 

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

 

 

 

 

PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

 

 

6)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

United States

 

 

 

 

 

 

7)            SOLE VOTING POWER

 

 

 

 

NUMBER OF

17,200

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

8)            SHARED VOTING POWER

 

 

 

 

OWNED BY

None

 

 

 

 

EACH

 

 

 

 

 

REPORTING

9)            SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

17,200

 

 

 

 

WITH

 

 

 

 

 

 

10)          SHARED DISPOSITIVE POWER

 

 

 

 

 

None

 

 

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

17,200

 

 

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

0.12%

 

 

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

IN

 

 

 

 

 

 

 

CUSIP No. 871551107

Page 16 of 41 Pages

 

 

1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

Esopus Creek Value L.P.

 

 

 

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

x

 

 

 

(b)

o

 

 

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)

 

o

 

 

6)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

Delaware

 

 

 

 

 

 

7)            SOLE VOTING POWER

 

 

 

 

NUMBER OF

405,000

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

8)            SHARED VOTING POWER

 

 

 

 

OWNED BY

0

 

 

 

 

EACH

 

 

 

 

 

REPORTING

9)            SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

405,000

 

 

 

 

WITH

 

 

 

 

 

 

10)          SHARED DISPOSITIVE POWER

 

 

 

 

 

0

 

 

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

405,000

 

 

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

2.76%

 

 

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

PN

 

 

 

 

 

 

 

CUSIP No. 871551107

Page 17 of 41 Pages

 

 

1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

Esopus Creek Advisors LLC

 

 

 

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

x

 

 

 

(b)

o

 

 

3)

SEC USE ONLY

 

 

 

 

4)

SOURCE OF FUNDS

 

 

 

 

AF

 

 

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

 

 

 

 

PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

 

 

6)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

Delaware

 

 

 

 

 

 

7)            SOLE VOTING POWER

 

 

 

 

NUMBER OF

405,000

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

8)            SHARED VOTING POWER

 

 

 

 

OWNED BY

0

 

 

 

 

EACH

 

 

 

 

 

REPORTING

9)            SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

405,000

 

 

 

 

WITH

 

 

 

 

 

 

10)          SHARED DISPOSITIVE POWER

 

 

 

 

 

0

 

 

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

405,000

 

 

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

2.76%

 

 

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

OO

 

 

 

 

 

 

 

CUSIP No. 871551107

Page 18 of 41 Pages

 

 

1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

Andrew L. Sole

 

 

 

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

x

 

 

 

(b)

o

 

 

3)

SEC USE ONLY

 

 

 

 

4)

SOURCE OF FUNDS

 

 

 

 

AF

 

 

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

 

 

 

 

PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

 

 

6)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

United States

 

 

 

 

 

 

7)            SOLE VOTING POWER

 

 

 

 

NUMBER OF

57,000

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

8)            SHARED VOTING POWER

 

 

 

 

OWNED BY

405,000

 

 

 

 

EACH

 

 

 

 

 

REPORTING

9)            SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

57,000

 

 

 

 

WITH

 

 

 

 

 

 

10)          SHARED DISPOSITIVE POWER

 

 

 

 

 

405,000

 

 

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

462,000

 

 

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

3.15%

 

 

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

IN

 

 

 

 

 

 

 

CUSIP No. 871551107

Page 19 of 41 Pages

 

 

1)

NAME OF REPORTING PERSON

 

 

 

 

 

 

 

 

 

Joseph S. Criscione

 

 

 

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

x

 

 

 

(b)

o

 

 

3)

SEC USE ONLY

 

 

 

 

4)

SOURCE OF FUNDS

 

 

 

 

AF

 

 

 

 

5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

 

 

 

 

PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

 

 

6)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

United States

 

 

 

 

 

 

7)            SOLE VOTING POWER

 

 

 

 

NUMBER OF

49,700

 

 

 

 

SHARES

 

 

 

 

 

BENEFICIALLY

8)            SHARED VOTING POWER

 

 

 

 

OWNED BY

405,000

 

 

 

 

EACH

 

 

 

 

 

REPORTING

9)            SOLE DISPOSITIVE POWER

 

 

 

 

PERSON

49,700

 

 

 

 

WITH

 

 

 

 

 

 

10)          SHARED DISPOSITIVE POWER

 

 

 

 

 

405,000

 

 

 

 

11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

454,700

 

 

 

 

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 

 

13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

3.10%

 

 

 

 

14)

TYPE OF REPORTING PERSON

 

 

 

 

IN

 

 

 

 

 

 

Page 20 of 41 Pages

This Amendment No. 2 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 21, 2007, as amended by that certain Amendment No. 1 filed with the SEC on October 29, 2007 (collectively the "Statement"), by and on behalf of Barington Companies Equity Partners, L.P. and others with respect to the common stock, par value $0.05 per share (the "Common Stock"), of Syms Corp., a New Jersey corporation (the "Company"). The principal executive offices of the Company are located at Syms Way, Secaucus, New Jersey 07094.

 

Item 2.

Identity and Background.

 

Item 2(a) - (c) of the Statement is hereby amended and restated as follows:

 

(a) - (c) This Statement is being filed by Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC, Barington Investments, L.P., Barington Companies Advisors, LLC, Benchmark Opportunitas Fund plc, Barington Offshore Advisors, LLC, Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors II, LLC, Barington Capital Group, L.P., LNA Capital Corp., James A. Mitarotonda, RJG Capital Partners, L.P., RJG Capital Management, LLC, Ronald J. Gross, Esopus Creek Value L.P., Esopus Creek Advisors LLC, Andrew L. Sole and Joseph S. Criscione (each, a “Reporting Entity” and, collectively, the “Reporting Entities”).

As of December 31, 2007, the Reporting Entities are the beneficial owners of, in the aggregate, 1,429,846 shares of Common Stock, representing approximately 9.74% of the shares of Common Stock presently outstanding.

Barington Companies Equity Partners, L.P. is a Delaware limited partnership. The principal business of Barington Companies Equity Partners, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Companies Equity Partners, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.

 

Barington Investments, L.P. is a Delaware limited partnership. The principal business of Barington Investments, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Investments, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.

 

Benchmark Opportunitas Fund plc is a public limited company incorporated under the laws of Ireland as an investment company. The principal business of Benchmark Opportunitas Fund plc is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Benchmark Opportunitas Fund plc is Styne House, 2nd Floor, Upper Hatch Street, Dublin 2, Ireland. The directors of Benchmark Opportunitas Fund plc and their principal occupations and business addresses are set forth on Schedule I and incorporated by reference in this Item 2.

 

Barington Companies Offshore Fund, Ltd. is an international business company organized under the laws of the British Virgin Islands. The principal business of Barington Companies Offshore Fund, Ltd. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Companies Offshore Fund, Ltd. is c/o Bison Financial Services Limited, Bison Court, Road Town, Tortola, British Virgin Islands. The executive officers and directors of Barington Companies Offshore Fund, Ltd. and their principal occupations and business addresses are set forth on Schedule II and incorporated by reference in this Item 2.

 

 

 

Page 21 of 41 Pages

The general partner of Barington Companies Equity Partners, L.P. is Barington Companies Investors, LLC. Barington Companies Investors, LLC is a Delaware limited liability company. The principal business of Barington Companies Investors, LLC is serving as the general partner of Barington Companies Equity Partners, L.P. The address of the principal business and principal office of Barington Companies Investors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James A. Mitarotonda is the Managing Member of Barington Companies Investors, LLC.

The general partner of Barington Investments, L.P. is Barington Companies Advisors, LLC. Barington Companies Advisors, LLC is a Delaware limited liability company. The principal business of Barington Companies Advisors, LLC is serving as the general partner of Barington Investments, L.P. The address of the principal business and principal office of Barington Companies Advisors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James A. Mitarotonda is the Managing Member of Barington Companies Advisors, LLC.

The investment advisor of Benchmark Opportunitas Fund plc is Barington Offshore Advisors, LLC. Barington Offshore Advisors, LLC is a Delaware limited liability company. The principal business of Barington Offshore Advisors, LLC is serving as the investment advisor of Benchmark Opportunitas Fund plc. The address of the principal business and principal office of Barington Offshore Advisors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James A. Mitarotonda is the Managing Member of Barington Offshore Advisors, LLC.

The investment advisor of Barington Companies Offshore Fund, Ltd. is Barington Offshore Advisors II, LLC. Barington Offshore Advisors II, LLC is a Delaware limited liability company. The principal business of Barington Offshore Advisors II, LLC is serving as the investment advisor of Barington Companies Offshore Fund, Ltd. The address of the principal business and principal office of Barington Offshore Advisors II, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James A. Mitarotonda is the Managing Member of Barington Offshore Advisors II, LLC.

Barington Companies Investors, LLC, Barington Companies Advisors, LLC, Barington Offshore Advisors, LLC and Barington Offshore Advisors II, LLC are each majority-owned subsidiaries of Barington Capital Group, L.P. Barington Capital Group, L.P. is a New York limited partnership. The principal business of Barington Capital Group, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Capital Group, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.

The general partner of Barington Capital Group, L.P. is LNA Capital Corp. LNA Capital Corp. is a Delaware corporation. The principal business of LNA Capital Corp. is serving as the general partner of Barington Capital Group, L.P. The address of the principal business and principal office of LNA Capital Corp. is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York, New York 10019. James A. Mitarotonda is the sole stockholder and director of LNA Capital Corp. The executive officers of LNA Capital Corp. and their principal occupations and business addresses are set forth on Schedule III and incorporated by reference in this Item 2. The principal occupation of Mr. Mitarotonda is serving as the Chairman and Chief Executive Officer of Barington Capital Group, L.P. The business address of Mr. Mitarotonda is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York, New York 10019.

 

 

 

Page 22 of 41 Pages

RJG Capital Partners, L.P. is a Delaware limited partnership formed to engage in the business of acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of RJG Capital Partners, L.P. is 11517 West Hill Drive, North Bethesda, Maryland 20852.

The general partner of RJG Capital Partners, L.P. is RJG Capital Management, LLC. RJG Capital Management, LLC is a Delaware limited liability company formed to be the general partner of RJG Capital Partners, L.P. The address of the principal business and principal office of RJG Capital Management, LLC is 11517 West Hill Drive, North Bethesda, Maryland 20852. Ronald J. Gross is the Managing Member of RJG Capital Management, LLC. The business address of Mr. Gross is c/o RJG Capital Management, LLC, 11517 West Hill Drive, North Bethesda, Maryland 20852.

Esopus Creek Value L.P. is a Delaware limited partnership. The principal business of Esopus Creek Value L.P. is investing on behalf of institutions and high net worth individuals. The address of the principal business and principal office of Esopus Creek Value L.P. is 500 Fifth Avenue, Suite 2620, New York, New York 10110.

The general partner of Esopus Creek Value L.P. is Esopus Creek Advisors LLC. Esopus Creek Advisors LLC is a Delaware limited liability company. The principal business of Esopus Creek Advisors LLC is serving as the general partner of Esopus Creek Value L.P. The address of the principal business and principal office of Esopus Creek Advisors LLC is 500 Fifth Avenue, Suite 2620, New York, New York 10110. Andrew L. Sole and Joseph S. Criscione are each managing members of Esopus Creek Advisors LLC.

The principal occupation of Andrew L. Sole and Joseph S. Criscione is serving as portfolio managers to Esopus Creek Value L.P. and other affiliated entities. The business address of each of Andrew L. Sole and Joseph S. Criscione is c/o Esopus Creek Advisors LLC, 500 Fifth Avenue, Suite 2620, New York, New York 10110.

The Reporting Entities do not believe that certain of the foregoing information is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes only. Information with respect to each of the Reporting Entities is given solely by such Reporting Entity and no Reporting Entity shall have responsibility for the accuracy or completeness of information supplied by another Reporting Entity.

Item 2(d) - (f) of the Statement is hereby amended and restated as follows:

(d) - (e) During the last five years, none of the Reporting Entities or any other person identified in response to this Item 2 was convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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) Each natural person identified in Item 2 is a citizen of the United States, other than Graham Cook, a director of Barington Companies Offshore Fund, Ltd., who is a citizen of the United Kingdom, Jonathan Clipper, a director of Barington Companies Offshore Fund, Ltd., who is a citizen of Bermuda and the United Kingdom, Jim Cleary, a director of Benchmark Opportunitas Fund plc, who is a citizen of Ireland, Andreas Jeschko, a director of Benchmark Opportunitas Fund plc, who is a citizen of Austria, Karen Kisling, a director of Benchmark Opportunitas Fund plc, who is a citizen of Austria, and Carl O’Sullivan, a director of Benchmark Opportunitas Fund plc, who is a citizen of Ireland.

 

 

 

Page 23 of 41 Pages

Item 3.

Source and Amount of Funds or Other Consideration.

 

The information contained in Item 3 of the Statement is hereby amended and supplemented as follows:

 

Esopus Creek Value L.P., Andrew L. Sole and Joseph S. Criscione beneficially own 405,000, 57,000 and 49,700 shares of Common Stock, respectively. The amount expended for such purchases was approximately $6,677,497.57 by Esopus Creek Value L.P., $940,808.79 by Andrew L. Sole and $609,096.62 by Joseph S. Criscione.

 

Item 4.

Purpose of Transaction.

 

 

Item 4 of the Statement is hereby amended and supplemented as follows:

 

On January 2, 2008, James A. Mitarotonda, the Chair the Reportman and Chief Executive Officer of Barington Capital Group, L.P., and Andrew L. Sole, a managing member of Esopus Creek Advisors LLC, sent a letter (the “Letter”) to the Board of Directors of the Company on behalf of the Reporting Entities. The Reporting Entities request that the Board reconsider its recent decision to deregister the Common Stock under the federal securities laws and delist from the New York Stock Exchange, asing Entities believe such actions would destroy shareholder value for the Company’s public stockholders. The Reporting Entities would like to meet with the Company’s independent directors as promptly as possible to discuss their concerns in further detail.

 

Depending on various factors including, without limitation, the willingness of the Company’s independent directors to meet with and consider suggestions of the Reporting Entities, the Company’s financial position and business strategy, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Entities may in the future take such actions with respect to their investment in the Company as they deem appropriate including, without limitation, communicating with other stockholders concerning issues pertaining to their mutual interest, commencing litigation, purchasing additional shares of Common Stock, selling some or all of their shares of Common Stock, or changing their intention with respect to any and all matters referred to in this Item 4. A copy of the letter is attached as Exhibit 99.3 hereto and incorporated herein by reference.

 

On January 2, 2008, Barington Capital Group, L.P. and Esopus Creek Advisors LLC issued a press release announcing that they had sent the Letter to the Board of Directors of the Company on behalf of the Reporting Entities. A copy of the press release is attached as Exhibit 99.4 hereto and incorporated herein by reference.

 

Item 5.

Interest in Securities of the Issuer.

 

Item 5(a) - (c) of the Statement is hereby amended and restated as follows:

 

(a) As of December 31, 2007, Barington Companies Equity Partners, L.P. beneficially owns an aggregate of 266,376 shares of Common Stock, representing approximately 1.81% of the shares of Common Stock presently outstanding based upon the 14,681,179 shares of Common Stock reported by the Company to be issued and outstanding as of September 25, 2007 in its Form 10-Q filed with the SEC on October 5, 2007 (the “Issued and Outstanding Shares”).

 

 

Page 24 of 41 Pages

As of December 31, 2007, Barington Investments, L.P. beneficially owns 136,117 shares of Common Stock, representing approximately 0.93% of the Issued and Outstanding Shares. As of December 31, 2007, Benchmark Opportunitas Fund plc beneficially owns 46,863 shares of Common Stock, representing approximately 0.32% of the Issued and Outstanding Shares. As of December 31, 2007, Barington Companies Offshore Fund, Ltd. beneficially owns 451,590 shares of Common Stock, representing approximately 3.08% of the Issued and Outstanding Shares. As the general partner of Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC may be deemed to beneficially own the 266,376 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., representing approximately 1.81% of the Issued and Outstanding Shares. As the general partner of Barington Investments, L.P., Barington Companies Advisors, LLC may be deemed to beneficially own the 136,117 shares of Common Stock beneficially owned by Barington Investments, L.P., representing approximately 0.93% of the Issued and Outstanding Shares. As the investment advisor to Benchmark Opportunitas Fund plc, Barington Offshore Advisors, LLC may be deemed to beneficially own the 46,863 shares of Common Stock beneficially owned by Benchmark Opportunitas Fund plc, representing approximately 0.32% of the Issued and Outstanding Shares. As the investment advisor to Barington Companies Offshore Fund, Ltd. Barington Offshore Advisors II, LLC may be deemed to beneficially own the 451,590 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. representing approximately 3.08% of the Issued and Outstanding Shares. As the majority member of Barington Companies Advisors, LLC, Barington Companies Investors, LLC, Barington Offshore Advisors, LLC and Barington Offshore Advisors II, LLC, Barington Capital Group, L.P. may be deemed to beneficially own the 266,376 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 136,117 shares of Common Stock beneficially owned by Barington Investments, L.P., the 46,863 shares of Common Stock beneficially owned by Benchmark Opportunitas Fund plc and the 451,590 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an aggregate of 900,946 shares, representing approximately 6.14% of the Issued and Outstanding Shares. As the general partner of Barington Capital Group, L.P., LNA Capital Corp. may be deemed to beneficially own the 266,376 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 136,117 shares of Common Stock beneficially owned by Barington Investments, L.P., the 46,863 shares of Common Stock beneficially owned by Benchmark Opportunitas Fund plc and the 451,590 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an aggregate of 900,946 shares of Common Stock, representing approximately 6.14% of the Issued and Outstanding Shares. As the sole stockholder and director of LNA Capital Corp., James A. Mitarotonda may be deemed to beneficially own the 266,376 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 136,117 shares of Common Stock beneficially owned by Barington Investments, L.P., the 46,863 shares of Common Stock beneficially owned by Benchmark Opportunitas Fund plc and the 451,590 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an aggregate of 900,946 shares of Common Stock, representing approximately 6.14% of the Issued and Outstanding Shares. Mr. Mitarotonda has sole voting and dispositive power with respect to the 266,376 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 136,117 shares of Common Stock beneficially owned by Barington Investments, L.P., the 46,863 shares of Common Stock beneficially owned by Benchmark Opportunitas Fund plc and the 451,590 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. Mr. Mitarotonda disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.

 

 

 

Page 25 of 41 Pages

As of December 31, 2007, RJG Capital Partners, L.P. beneficially owns 17,200 shares of Common Stock, representing approximately 0.12% of the Issued and Outstanding Shares. As the general partner of RJG Capital Partners, L.P., RJG Capital Management, LLC may be deemed to beneficially own the 17,200 shares owned by RJG Capital Partners, L.P., representing approximately 0.12% of the Issued and Outstanding Shares. As the managing member of RJG Capital Management, LLC, which in turn is the general partner of RJG Capital Partners, L.P., Mr. Gross may be deemed to beneficially own the 17,200 shares owned by RJG Capital Partners, L.P., representing approximately 0.12% of the Issued and Outstanding Shares. Mr. Gross has sole voting and dispositive power with respect to the 17,200 shares owned by RJG Capital Partners, L.P. by virtue of his authority to vote and dispose of such shares. Mr. Gross disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.

As of December 31, 2007, Esopus Creek Value L.P. beneficially owns 405,000 shares of Common Stock, representing approximately 2.76% of the Issued and Outstanding Shares. As of December 31, 2007, Andrew L. Sole beneficially owns 57,000 shares of Common Stock representing 0.39% of the Issued and Outstanding Shares. As of December 31, 2007, Joseph S. Criscione beneficially owns 49,700 shares of Common Stock representing 0.34% of the Issued and Outstanding Shares. As the general partner of Esopus Creek Value L.P., Esopus Creek Advisors LLC may be deemed to beneficially own the 405,000 shares of Common Stock beneficially owned by Esopus Creek Value L.P., representing approximately 2.76% of the Issued and Outstanding Shares. As managing members of Esopus Creek Advisors LLC and as portfolio managers to Esopus Creek Value L.P., each of Andrew L. Sole and Joseph S. Criscione may also be deemed to beneficially own the 405,000 shares of Common Stock beneficially owned by Esopus Creek Value L.P. constituting 462,000 and 454,700 shares of Common Stock, respectively, representing approximately 3.15% and 3.10% of the Issued and Outstanding Shares, respectively. Andrew L. Sole and Joseph S. Criscione share the power to vote and to direct the vote and the power to dispose and to direct the disposition of the 405,000 shares of Common Stock beneficially owned by Esopus Creek Value L.P. Andrew L. Sole has sole voting and dispositive power with respect to the 57,000 shares of Common Stock beneficially owned by him. Joseph S. Criscione has sole voting and dispositive power with respect to the 49,700 shares of Common Stock beneficially owned by him.

The Reporting Entities do not believe that certain of the foregoing information is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes only. Information with respect to each of the Reporting Entities is given solely by such Reporting Entity and no Reporting Entity shall have responsibility for the accuracy or completeness of information supplied by another Reporting Entity.

(b)          Each of the Reporting Entities may be deemed to have sole voting and dispositive power over the shares of Common Stock reported as beneficially owned by such person by virtue of their respective positions as described in paragraph (a), except that Messrs. Sole and Criscione have shared authority to vote and dispose of the shares reported as beneficially owned by Esopus Creek Value L.P. and Esopus Creek Advisors LLC.

 

 

 

Page 26 of 41 Pages

Except as set forth above, each of the other Reporting Entities may be deemed to have sole voting and dispositive power with respect to the shares of Common Stock each reports as beneficially owned by such person, regardless of the fact that multiple Reporting Entities within the same chain of ownership report sole voting and dispositive power with respect to such shares. Each such Reporting Entity reports sole voting and dispositive power with respect to such shares based on such person’s relationship to the other Reporting Entities within the same chain of ownership. Except to the extent expressly stated herein, each Reporting Entity disclaims beneficial ownership of any shares of Common Stock beneficially owned by any other Reporting Entity.

 

(c)          Information concerning all transactions in shares of Common Stock effected by Esopus Creek Value L.P. and Andrew L. Sole within the 60 days prior to December 31, 2007 are described in Schedule IV attached hereto and incorporated herein by reference. There were no transactions in Common Stock effected by (i) Esopus Creek Advisors LLC and Joseph S. Criscione within the 60 days prior to December 31, 2007 and (ii) the other Reporting Entities since the filing of the Statement.

 

Item 7.

Material to be Filed as Exhibits.

 

99.2

Agreement of Joint Filing among Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC, Barington Investments, L.P., Barington Companies Advisors, LLC, Benchmark Opportunitas Fund plc, Barington Offshore Advisors, LLC, Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors II, LLC, Barington Capital Group, L.P., LNA Capital Corp., James A. Mitarotonda, RJG Capital Partners, L.P., RJG Capital Management, LLC, Ronald J. Gross, Esopus Creek Value L.P., Esopus Creek Advisors LLC, Andrew L. Sole and Joseph S. Criscione dated January 2, 2008 (which supersedes and replaces the Agreement of Joint Filing dated May 18, 2007, as previously filed as Exhibit 99.1 to the Schedule 13D filed with the SEC on May 21, 2007).

99.3

Letter, dated January 2, 2008, from James A. Mitarotonda, the Chairman and Chief Executive Officer of Barington Capital Group, L.P., and Andrew L. Sole, a managing member of Esopus Creek Advisors LLC, to the Board of Directors of the Company.

99.4

Press Release issued by Barington Capital Group, L.P. and Esopus Creek Advisors LLC, dated January 2, 2008.

 

 

 

Page 27 of 41 Pages

SIGNATURES

 

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated:

January 2, 2008

 

 

 

BARINGTON COMPANIES EQUITY

 

 

PARTNERS, L.P.

 

 

By: Barington Companies Investors, LLC, its
general partner

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

BARINGTON COMPANIES INVESTORS, LLC

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

BARINGTON INVESTMENTS, L.P.

 

 

By: Barington Companies Advisors, LLC, its
general partner

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

BARINGTON COMPANIES ADVISORS, LLC.

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

BENCHMARK OPPORTUNITAS FUND PLC

 

 

By: Barington Offshore Advisors, LLC

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

Page 28 of 41 Pages

 

 

 

BARINGTON OFFSHORE ADVISORS, LLC

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

BARINGTON COMPANIES OFFSHORE FUND, LTD.

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: President

 

 

 

BARINGTON OFFSHORE ADVISORS II, LLC

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

BARINGTON CAPITAL GROUP, L.P.

 

 

By: LNA Capital Corp., its general partner

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: President and CEO

 

 

 

LNA CAPITAL CORP.

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: President and CEO

 

 

/s/ James A. Mitarotonda

 

James A. Mitarotonda

 

 

 

Page 29 of 41 Pages

 

 

 

RJG CAPITAL PARTNERS, L.P.

 

 

By: RJG Capital Management, LLC, its general partner

 

 

By: /s/ Ronald J. Gross

 

Name: Ronald J. Gross

 

Title: Managing Member

 

 

 

 

RJG CAPITAL MANAGEMENT, LLC

 

 

By: /s/ Ronald J. Gross

 

Name: Ronald J. Gross

 

Title: Managing Member

 

 

 

/s/ Ronald J. Gross

 

 

Ronald J. Gross

 

 

 

ESOPUS CREEK VALUE L.P.

 

 

By: Esopus Creek Advisors LLC, its general partner

 

 

By: /s/ Andrew L. Sole

 

Name: Andrew L. Sole

 

Title: Managing Member

 

 

 

ESOPUS CREEK ADVISORS LLC

 

 

By: /s/ Andrew L. Sole

 

Name: Andrew L. Sole

 

Title: Managing Member

 

 

 

/s/ Andrew L. Sole

 

 

Andrew L. Sole

 

 

 

/s/ Joseph S. Criscione

 

 

Joseph S. Criscione

 

 

 

Page 30 of 41 Pages

SCHEDULE I

Directors of Benchmark Opportunitas Fund plc

 

Name and Position

Principal Occupation

Principal Business Address

 

 

 

Jim Cleary
Director

Principal of Cleary Consulting

Oriel, 25 Revington Park,
North Circular Road,
Limerick, Ireland

 

 

 

Andreas Jeschko
Director

Chief Executive Officer of
Benchmark Advisory Limited
and Benchmark Capital
Management GmbH

23 Regent House,
Bisazza Street, SLM15,
Sliema, Malta

 

 

 

Karin Kisling
Director

Chief Investment Officer of
Benchmark Advisory Limited

23 Regent House,
Bisazza Street, SLM15,
Sliema, Malta

 

 

 

Carl O’Sullivan
Director

Partner, Arthur Cox

Earlsfort Centre
Earlsfort Terrace
Dublin 2
Ireland

 

 

 

Page 31 of 41 Pages

SCHEDULE II

Directors and Officers of Barington Companies Offshore Fund, Ltd.

 

Name and Position

Principal Occupation

Principal Business Address

 

 

 

James A. Mitarotonda
Director and President

Chairman and Chief Executive Officer of Barington Capital
Group, L.P.

888 Seventh Avenue
17th Floor
New York, NY 10019

 

 

 

Sebastian E. Cassetta
Director

Senior Managing Director and Chief Operating Officer of
Barington Capital Group, L.P.

888 Seventh Avenue
17th Floor
New York, NY 10019

 

 

 

Jonathan Clipper
Director

Managing Director of
Bedford Management Ltd

7 Reid Street, Suite 108
Hamilton HM11, Bermuda

 

 

 

Graham Cook
Director

Director/Manager, Corporate
Services of Byson Financial
Services, Ltd.

Bison Court
P.O. Box 3460
Road Town, Tortola
British Virgin Islands

 

 

 

Citigroup Fund Services, Ltd.
Secretary

Fund Administration

Washington Mall 1, 3rd Flr.
22 Church Street
Hamilton HM11, Bermuda

 

 

 

Seth I. Berman
Treasurer

Chief Financial Officer of
Barington Capital Group, L.P.

888 Seventh Avenue
17th Floor
New York, NY 10019

 

 

 

Page 32 of 41 Pages

SCHEDULE III

Officers of LNA Capital Corp.

 

Name and Position

Principal Occupation

Principal Business Address

 

 

 

James A. Mitarotonda
President and CEO

Chairman and Chief Executive
Officer of Barington Capital
Group, L.P.

888 Seventh Avenue
17th Floor
New York, NY 10019

 

 

 

Sebastian E. Cassetta
Secretary

Senior Managing Director and
Chief Operating Officer of
Barington Capital Group, L.P.

888 Seventh Avenue
17th Floor
New York, NY 10019

 

 

 

Seth I. Berman
Treasurer

Chief Financial Officer of
Barington Capital Group, L.P.

888 Seventh Avenue
17th Floor
New York, NY 10019

 

 

 

Page 33 of 41 Pages

SCHEDULE IV

This schedule sets forth information with respect to each purchase and sale of Common Stock which was effectuated by Esopus Creek Value L.P. and Andrew L. Sole within the 60 days prior to December 31, 2007. All transactions were effectuated in the open market through a broker.

 

Shares purchased by Esopus Creek Value L.P.

 

 

 

 

 

 

 

 

 

Date

 

Number of Shares

 

Price Per Share

 

Cost (*)

 

11/23/2007

 

(1,300)

 

$15.200

 

($19,760.00)

 

11/26/2007

 

(1,000)

 

$15.107

 

($15,107.00)

 

11/26/2007

 

2,100

 

$15.334

 

 $32,201.00

 

 

 

Shares purchased by Andrew L. Sole

 

 

 

 

 

 

 

 

 

Date

 

Number of Shares

 

Price Per Share

 

Cost (*)

 

11/13/2007

 

5,000

 

$14.930

 

$74,650.00

 

12/27/2007

 

4,000

 

$14.505

 

$58,020.00

 

 

 

 

 

 

 

 

 

 

 

(*)

 

Excludes commissions and other execution-related costs.

 

 

 

 

 

 

 

 

 EX-99.2 2 exh99_2.htm AGREEMENT OF JOINT FILING

Page 34 of 41 Pages

EXHIBIT 99.2

 

AGREEMENT OF JOINT FILING

 

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Syms Corp., a New Jersey corporation (the “Company”);

 

WHEREAS, (i) Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC, Barington Investments, L.P., Barington Companies Advisors, LLC, Benchmark Opportunitas Fund plc, Barington Offshore Advisors, LLC, Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors II, LLC, Barington Capital Group, L.P., LNA Capital Corp., James A. Mitarotonda, RJG Capital Partners, L.P., RJG Capital Management, LLC and Ronald J. Gross (together, the “Barington Parties”) and (ii) Esopus Creek Value L.P., Esopus Creek Advisors LLC, Andrew L. Sole and Joseph S. Criscione (together, the “Esopus Parties”), wish to form a group for the purpose as further described in Item 4 of the Schedule 13D/A to which this Agreement of Joint Filing (the “Agreement”) is attached.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:

 

1. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing of statements on Schedule 13D on behalf of each of them, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

 

2. So long as this agreement is in effect, each of the undersigned shall provide written notice to Brandon Frank at Barington Capital Group, L.P. of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

 

3. The Barington Parties and the Esopus Parties shall each pay 50% of all expenses incurred in connection with the Group’s activities.

 

4. Each of the undersigned agrees that any filing with the Securities and Exchange Commission, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities shall be first approved by Barington Capital Group, L.P., or its representatives, which approval shall not be unreasonably withheld.

 

5. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems

 

 

Page 35 of 41 Pages

appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

 

6. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

 

7. In the event of any dispute among the parties hereto arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

 

8. Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties.

 

9. Each party acknowledges that Kramer Levin Naftalis & Frankel LLP shall act as counsel for both the Group and the Barington Parties relating to their investment in the Company.

 

10. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to an amendment to a Schedule 13D pursuant to Rule 13d-1(k) under the Exchange Act.

 

11. This Agreement supersedes and replaces the Agreement of Joint Filing dated May 18, 2007.

 

[SIGNATURE PAGE FOLLOWS]

 

 

 

Page 36 of 41 Pages

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the 2nd of January 2008.

 

 

 

 

BARINGTON COMPANIES EQUITY

 

 

PARTNERS, L.P.

 

 

By: Barington Companies Investors, LLC, its
general partner

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

BARINGTON COMPANIES INVESTORS, LLC

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

BARINGTON INVESTMENTS, L.P.

 

 

By: Barington Companies Advisors, LLC, its
general partner

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

BARINGTON COMPANIES ADVISORS, LLC.

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

BENCHMARK OPPORTUNITAS FUND PLC

 

 

By: Barington Offshore Advisors, LLC

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

Page 37 of 41 Pages

 

 

 

BARINGTON OFFSHORE ADVISORS, LLC

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

BARINGTON COMPANIES OFFSHORE FUND, LTD.

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: President

 

 

 

BARINGTON OFFSHORE ADVISORS II, LLC

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: Managing Member

 

 

 

BARINGTON CAPITAL GROUP, L.P.

 

 

By: LNA Capital Corp., its general partner

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: President and CEO

 

 

 

LNA CAPITAL CORP.

 

 

By: /s/ James A. Mitarotonda

 

Name: James A. Mitarotonda

 

Title: President and CEO

 

 

/s/ James A. Mitarotonda

 

James A. Mitarotonda

 

 

 

Page 38 of 41 Pages

 

 

 

RJG CAPITAL PARTNERS, L.P.

 

 

By: RJG Capital Management, LLC, its general partner

 

 

By: /s/ Ronald J. Gross

 

Name: Ronald J. Gross

 

Title: Managing Member

 

 

 

 

RJG CAPITAL MANAGEMENT, LLC

 

 

By: /s/ Ronald J. Gross

 

Name: Ronald J. Gross

 

Title: Managing Member

 

 

 

/s/ Ronald J. Gross

 

 

Ronald J. Gross

 

 

 

ESOPUS CREEK VALUE L.P.

 

 

By: Esopus Creek Advisors LLC, its general partner

 

 

By: /s/ Andrew L. Sole

 

Name: Andrew L. Sole

 

Title: Managing Member

 

 

 

ESOPUS CREEK ADVISORS LLC

 

 

By: /s/ Andrew L. Sole

 

Name: Andrew L. Sole

 

Title: Managing Member

 

 

 

/s/ Andrew L. Sole

 

 

Andrew L. Sole

 

 

 

/s/ Joseph S. Criscione

 

 

Joseph S. Criscione

 

 

 

 EX-99.3 3 exh99_3.htm LETTER DATED 1/2/08

 

Page 39 of 41 Pages

 

 

 

EXHIBIT 99.3

 

 

 

Barington Capital Group, L.P.

Esopus Creek Advisors LLC

 

888 Seventh Avenue

500 Fifth Avenue

New York, New York 10019

 

New York, New York 10110

 

 

January 2, 2008

 

 

The Board of Directors

Syms Corp

Syms Way

Secaucus, New Jersey 07094

 

To the Board of Directors of Syms Corp:

 

We are representatives of a group of stockholders that owns over 9.7% of the outstanding shares of Syms Corp. As long-term investors in the Company, we are extremely displeased with the Company’s recent decision to deregister its common stock under the federal securities laws and delist from the New York Stock Exchange (NYSE), as it is clear to us that such actions will destroy shareholder value for the Company’s public stockholders. This is evident from the impact the announcement has had on the Company’s stock price: since the Company disclosed the contemplated delisting and deregistration in its Form 8-K filing on December 21, 2007, Syms’ common stock has fallen by over 11%, destroying more than $27 million in market capitalization.

 

The reasons for this precipitous decline are straightforward. First, deregistration will suspend the Company’s obligation to make routine public filings with the Securities and Exchange Commission (SEC). This will significantly harm stockholders as they will no longer be assured access to detailed financial and other information concerning their investment on a continuing basis (other than members of the Syms family who would have access to such information as members of the Company’s management team). We take little comfort from the Company’s assertion that it “intends” to make information available to the market (including audited financial statements) that is “generally equivalent” to that previously made in its filings with the SEC. If this is truly the case, then what is the need, or the benefit to stockholders, for deregistering?

 

Second, the delisting of the Company’s common stock from a major exchange will negatively impact its liquidity, regardless of whether the shares will be available for trading on the pink sheets. In our view, the costs to the Company’s stockholders of these destructive actions will not even begin to be offset by the estimated $750,000 in annual savings. While we are generally supportive of efforts to reduce expenses, we are surprised that the Board would consider cutting costs in areas that are so damaging to the public stockholders that it has a fiduciary duty to protect. As an alternative, we recommend that the Board consider listing the Company’s common stock on the Nasdaq Stock Market, which is generally less costly than the NYSE, as well as explore ways to reduce operating expenses and monetize the Company’s valuable real estate holdings.

 

 

 

Page 40 of 41 Pages

 

While the Company may currently have less than 300 stockholders of record, it is our understanding that there are more than 1,000 beneficial stockholders, most of them choosing to hold their shares in “street name” through a bank or brokerage firm. Following our receipt of the Company’s December 21, 2007 Form 8-K filing, we have begun the process of registering some of our shareholdings in our names, and encourage other stockholders to do the same as the Company may not deregister if it has 300 or more stockholders of record. Despite the minor inconvenience to us and our fellow stockholders of having to register all or a portion of our shares, we believe it is worth the effort if it prevents the Company from taking actions that would be harmful to our mutual interests as investors in a publicly traded company.

 

In light of the disproportionately negative impact the delisting and deregistration of the Company’s common stock would have on its public stockholders, we strongly urge the Board to reconsider its decision. We would appreciate the opportunity to discuss our concerns in more detail with the Company’s independent directors as soon as possible. Please let us know when they are available to meet with us.

 

Sincerely,

 

 

/s/ James A. Mitarotonda /s/ Andrew L. Sole

James A. Mitarotonda

Andrew L. Sole

Chairman and CEO

Managing Member

Barington Capital Group, L.P.

Esopus Creek Advisors LLC

 

 

 

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 EX-99.4 4 exh99_4.htm PRESS RELEASE DATED 1/2/08

 

Page 41 of 41 Pages

 

 

 

EXHIBIT 99.4

 

 

FOR IMMEDIATE RELEASE

MEDIA CONTACT:

January 2, 2008

Somna Maraj

 

Edelman

 

(212) 704-8175

 

 

STOCKHOLDER GROUP URGES SYMS CORP NOT TO

DEREGISTER OR DELIST COMPANY’S COMMON STOCK

 

Recommends that Fellow Stockholders Register their Shares to Halt Company Action

 

New York, NY, January 2, 2008 – A group of stockholders lead by Barington Capital Group, L.P. and Esopus Creek Advisors LLC that owns over 9.7% of the outstanding shares of Syms Corp (NYSE:SYM) announced today that it has sent a letter to the Board of Directors of the Company. In the letter, the group asks the Board to reconsider its recent decision to deregister the Company’s common stock under the federal securities laws and delist from the New York Stock Exchange, as the group believes that such actions will destroy shareholder value for the Company’s public stockholders.

 

As the Company may not deregister if it has 300 or more stockholders of record, the stockholder group also recommends in the letter that its fellow stockholders contact the banks or brokerage firms that hold their shares and have such shares registered in their own names. The group believes that there are over 1,000 stockholders of Syms Corp, most of whom currently have their shares registered in “street name” rather than in their own name.

 

A copy of the letter is attached to this press release.

 

About Barington Capital Group:

Barington Capital Group, L.P. is an investment firm that, through its affiliates, primarily invests in undervalued, small and mid-capitalization companies. Barington and its principals are experienced value-added investors who have taken active roles in assisting companies in creating or improving shareholder value. Barington and its affiliates have been stockholders of Syms Corp since February 2004 and own approximately 6.1% of the outstanding common stock of the Company.

 

About Esopus Creek Advisors:

 

Esopus Creek Advisors LLC is the investment advisor of Esopus Creek Value L.P., a private investment fund that invests on behalf of institutions and high net worth individuals. Esopus seeks to achieve superior returns using a hybrid value approach. Esopus and/or its affiliates have been stockholders of Syms Corp since 2003 and own approximately 3.5% of the outstanding common stock of the Company.

 

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[See Exhibit 99.3 for a copy of the Letter]

 

 

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