-----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, KDMViuj23as5Xk/xQQMiBQBKjVOW64bm3+YAbiKNpPWSn/iGC9mKL+SkIQ/9fsjI 67eDhJ8f62E9wkBoAK6Imw== 0000950142-98-000214.txt : 19980310 0000950142-98-000214.hdr.sgml : 19980310 ACCESSION NUMBER: 0000950142-98-000214 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980309 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FAMILY BARGAIN CORP CENTRAL INDEX KEY: 0000813775 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 510299573 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39314 FILM NUMBER: 98560507 BUSINESS ADDRESS: STREET 1: 4000 RUFFIN ROAD STREET 2: 6TH FLR CITY: SAN DIEGO STATE: CA ZIP: 92123-1866 BUSINESS PHONE: 6196271800 MAIL ADDRESS: STREET 1: 4000 RUFFIN ROAD CITY: SAN DIEG STATE: CA ZIP: 92123-1866 FORMER COMPANY: FORMER CONFORMED NAME: DRS INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: LONGWOOD GROUP LTD DATE OF NAME CHANGE: 19920527 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TERFIN INTERNATIONAL LTD CENTRAL INDEX KEY: 0001031009 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 135 EAST 57TH ST STREET 2: C/O THREE CITIES RESEARCH INC CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128389660 MAIL ADDRESS: STREET 1: C/O THREE CITIES RESEARCH INC STREET 2: 135 EAST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* ----------------------- FAMILY BARGAIN CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $.01 (Title of Class of Securities) 306889403 (CUSIP Number) ----------------------- ROBERT M. HIRSH, ESQ. PAUL, WEISS, RIFKIND, WHARTON & GARRISON 1285 AVENUE OF THE AMERICAS NEW YORK, NY 10019-6064 TEL. NO.: (212) 373-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ----------------------- JULY 10, 1997 (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 statement because of Rule 13d-1(b)(3) or (4), check the following box o. 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 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). Page 1 of 8 Pages SCHEDULE 13D CUSIP NO. 306889403 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Quilvest Finance Ltd. (formerly known as Terfin International, Ltd.) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] 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) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON -0- WITH 9 SOLE DISPOSITIVE POWER -0- 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% 14 TYPE OF REPORTING PERSON CO Page 2 of 8 Pages CUSIP NO. 306889403 AMENDMENT NO. 2 TO SCHEDULE 13D THIS AMENDMENT No. 2 supplements the Schedule 13D ("Schedule 13D"), filed on January 22, 1997, as amended by Amendment No. 1 thereto, dated April 4, 1997, in the following respects only (capitalized terms used herein shall have the meanings ascribed to such terms in the Schedule 13D): ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is amended and restated in its entirety as follows: Quilvest Finance, Ltd. (formerly known as Teribe Limited) ("Quilvest Finance") transferred the 2,514,546 shares of Common Stock deemed to be beneficially owned by it to Quilvest American Equity, Ltd. (formerly known as Teribe Limited) ("QAE"), an affiliate of Quilvest Finance, on July 10, 1997. ITEM 4. PURPOSE OF TRANSACTION. The first paragraph of Item 4 is amended to add the following: Quilvest Finance consummated the transaction described herein in order to transfer its interest in the Company to QAE. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended and restated in its entirety as follows: (a) Prior to the transaction reported herein, Quilvest Finance may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 2,514,546 shares of Common Stock (including 2,359,002 shares of Common Stock issuable upon conversion of the 4,484 shares of the Series B Preferred), which constitutes approximately 35.4% of the 7,099,636 shares of Common Stock deemed outstanding with respect to Quilvest Finance pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. Quilvest Finance transferred such 2,514,546 shares of Common Stock to QAE on July 10, 1997. (b) Quilvest Finance has the sole power to vote, direct the vote of, dispose of or direct the disposition of any and all Common Stock held by Quilvest Finance. (c) Except as set forth herein or in Exhibits filed herewith, neither Quilvest Finance nor to the best knowledge of Quilvest Finance any of the persons Page 3 of 8 Pages CUSIP NO. 306889403 listed in Item 2(a) has effected any transaction in the Common Stock of the Company within the past 60 days. (d) Except as set forth in this Item 5, to the best knowledge of Quilvest Finance, none of the persons named in Item 2(a) beneficially owns any shares of Common Stock of the Company. On the basis of its control, through an intermediate holding company, of Quilvest Finance, the board of directors of Quilvest S.A. (formerly known as Entreprises Quilmes S.A.) may be deemed to have the ultimate power to direct the voting or disposition, as well as the application of dividends from, or the proceeds of the sale of, the Common Stock owned by Quilvest Finance. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Power of Attorney Page 4 of 8 Pages CUSIP NO. 306889403 SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 9, 1998 QUILVEST FINANCE, LTD. By: /s/ J. William Uhrig ------------------------ Name: J. William Uhrig Title: Attorney-in-Fact Page 5 of 8 Pages CUSIP NO. 306889403 EXHIBIT INDEX Page on which Number Document Exhibit Appears - ------ -------- --------------- 1 Power of Attorney 7 Page 6 of 8 Pages EX-1 2 EXHIBIT 1 Exhibit 1 QUILVEST FINANCE LTD. POWER OF ATTORNEY Know all men by these presents, QUILVEST FINANCE LTD. (formerly known as Terfin International, Ltd.), a British Virgin Islands International Business company, does hereby constitute and appoint J. William Uhrig and H. Whitney Wagner of Three Cities Research, Inc., 135 East 57th Street, New York, New York 10022, its attorney-in-fact with full power, discretion and authority to take on behalf of the undersigned all actions which said attorney-in-fact shall in his sole discretion determine to be appropriate to: 1. execute for and on behalf of the undersigned, with respect to Family Bargain Corporation (the "Company"), Schedule 13D in accordance with Schedule 13(d), and Forms 3, 4 and 5 in accordance with Section 16(a), of the Securities and Exchange Act of 1934, as amended (the "Act"), and the rules thereunder; and 2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D and Forms 3, 4 and 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in- fact's discretion. In addition, the undersigned hereby gives and grants unto said attorney-in-fact full power discretion and authority to do an perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of the rights and powers herein granted with respect to such Schedule 13D and Forms, 3, 4 and 5, as fully to all intents and purposes as the undersigned might do or could do by its duly authorized officers if personally present, and the undersigned does hereby confirm, approve and ratify all that said attorney-in-fact or his delegates shall lawfully do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Page 7 of 8 Pages 2 Section 13 or Section 16 of the Act. This Power of Attorney shall remain in full force and effect until December 31, 1998, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This instrument may not be changed orally and shall be governed by and construed in accordance with the laws of the State of New York, the United States of America. Dated: February 26, 1998 QUILVEST FINANCE LTD. By: /s/ Kurt Sonderegger --------------------------- Kurt Sonderegger By: /s/ Walter Knecht --------------------------- Walter Knecht Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----