-----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, LJS0ELqlR8B8qXJLzjw4qZG5xwAPJze0FLrJNoyMf9Mghi5b4fe6f7dguTR0Atud pMfDXJGUPhpWJeV+JCuX5w== 0000914427-02-000167.txt : 20020722 0000914427-02-000167.hdr.sgml : 20020722 20020722162350 ACCESSION NUMBER: 0000914427-02-000167 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020722 GROUP MEMBERS: THL EQUITY ADVISORS LIMITED PARTNERSHIP GROUP MEMBERS: THL EQUITY TRUST GROUP MEMBERS: THOMAS H. LEE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FINLAY ENTERPRISES INC /DE CENTRAL INDEX KEY: 0000878731 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 133492802 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48040 FILM NUMBER: 02707864 BUSINESS ADDRESS: STREET 1: 529 FIFTH AVE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123827400 MAIL ADDRESS: STREET 1: 529 5TH AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEE THOMAS H EQUITY PARTNERS L P CENTRAL INDEX KEY: 0000857968 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 75 STATE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: 75 STATE ST CITY: BOSTON STATE: MA ZIP: 02109 SC 13D/A 1 lee13dafin.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 3 Under the Securities Exchange Act of 1934 Finlay Enterprises, Inc. (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 317884 20 3 (CUSIP Number) Steven M. Peck, Esq. Hutchins, Wheeler & Dittmar, P.C., 101 Federal Street, Boston, MA 02110 (617) 951-6600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 10, 2002 and July 12, 2002 (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 [ ]. * 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). SCHEDULE 13D CUSIP No. 317884 20 3 1. NAME OF REPORTING PERSON - Thomas H. Lee Equity Partners, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 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 7. SOLE VOTING POWER NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 689,913 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 689,913 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 689,913 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3% 14. TYPE OF REPORTING PERSON PN - 2 - SCHEDULE 13D CUSIP No. 317884 20 3 1. NAME OF REPORTING PERSON - THL Equity Advisors Limited Partnership S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 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 7. SOLE VOTING POWER NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 689,913 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 689,913 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 689,913 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3% 14. TYPE OF REPORTING PERSON PN - 3 - SCHEDULE 13D CUSIP No. 317884 20 3 1. NAME OF REPORTING PERSON - THL Equity Trust S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts 7. SOLE VOTING POWER 0 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 689,913 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10. SHARED DISPOSITIVE POWER 689,913 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 689,913 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3% 14. TYPE OF REPORTING PERSON OO - 4 - SCHEDULE 13D CUSIP No. 317884 20 3 1. NAME OF REPORTING PERSON - Thomas H. Lee S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts 7. SOLE VOTING POWER 77,479 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 689,913 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 77,479 PERSON WITH 10. SHARED DISPOSITIVE POWER 689,913 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 767,392 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1% 14. TYPE OF REPORTING PERSON IN - 5 - SCHEDULE 13D Item 1. Security and Issuer The class of equity securities to which this statement relates is the common stock, $0.01 par value per share (the "Shares") of Finlay Enterprises, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 521 Fifth Avenue, New York, New York, 10175. Item 2. Identity and Background. (a) - (c) and (f) This Schedule 13D is being filed jointly on behalf of the following persons (collectively, the "Reporting Persons"): (1) Thomas H. Lee Equity Partners, L.P., a Delaware limited partnership ("Equity Partners"), (2) THL Equity Advisors Limited Partnership, a Massachusetts limited partnership ("Equity Advisors"), (3) THL Equity Trust, a Massachusetts business trust ("Equity Trust"), and (4) Thomas H. Lee ("Mr. Lee"). The address of each of Equity Partners, Equity Advisors and Equity Trust is c/o Thomas H. Lee Partners, L.P., 75 State Street, Boston, Massachusetts 02109. The address of Mr. Lee is c/o Thomas H. Lee Capital, L.L.C., 590 Madison Avenue, New York, New York 10022. Equity Partners is principally engaged in the business of investment in securities. Equity Advisors is principally engaged in the business of serving as general partner of Equity Partners. Equity Trust is principally engaged in the business of serving as general partner of Equity Advisors. Mr. Lee's principal occupation is General Director of Thomas H. Lee Partners, L.P. Due to an existing arrangement between Equity Partners, Equity Advisors and Equity Trust, each of Equity Partners, Equity Advisors and Equity Trust could be deemed to be the beneficial owner of all Shares beneficially owned by Equity Partners. Equity Advisors and Equity Trust each disclaim beneficial ownership of such Shares. Mr. Lee could also be deemed to beneficially own all of the Shares beneficially owned by Equity Partners. Mr. Lee disclaims beneficial ownership of such Shares. Attached as Schedule A to this Schedule 13D is information concerning the Reporting Persons and other persons and entities as to which such information is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. -6- (d) and (e) None of the Reporting Persons or any of their officers or trustees has been convicted in a criminal proceeding during the past five years (excluding traffic violations and similar misdemeanors). None of the Reporting Persons or any of their officers or trustees has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the past five years as a result of which it 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. Item 3. Source and Amount of Funds or Other Consideration. Not Applicable. Item 4. Purpose of Transactions. On July 10, 2002 Equity Partners and the Nominee Trust sold 153,325 and 17,659 Shares, respectively as part of a block sale of an aggregate 186,000 Shares to Goldman, Sachs & Company, for consideration of $14.25/share. On July 12, 2002, the Issuer repurchased for consideration of $14.25/share 41,217 and 4,747 Shares, respectively, from Equity Partners and the Nominee Trust as part of a repurchase by the Issuer of an aggregate 50,000 Shares Subject to market conditions and other factors, Equity Partners and the Nominee Trust may acquire or dispose of shares of the Issuer from time to time in future open-market, privately negotiated or other transactions. Except as set forth herein, the Reporting Persons do not have any plans or proposals which would relate to or result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. -7- Item 5. Interest in Securities of the Issuer. (a) and (b) Equity Partners holds 689,913 Shares representing approximately 7.3% of the outstanding Shares. Equity Partners has shared voting power and shared dispositive power with respect to such Shares. Each of Equity Advisors, Equity Trust and Mr. Lee could be deemed to share the power to vote or to direct the voting of, and may be deemed, pursuant to the attribution rules of Rule 13d-3 of the Exchange Act, to share the power to dispose or to direct the disposition of the Shares held by Equity Partners. Each of Equity Advisors, Equity Trust and Mr. Lee disclaim beneficial ownership of such Shares. Mr. Lee holds 77,479 Shares pursuant to the Nominee Trust, representing approximately 0.82% of the outstanding Shares. Mr. Lee is general partner of the Thomas H. Lee 1989 Nominee Trust Limited Partnership, the beneficiary of the Nominee Trust. Mr. Lee has sole voting and dispositive power with respect to such Shares, and shared voting and dispositive power with respect to the Shares held by Equity Partners, as described above. (c) Not applicable. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The responses to Items 3, 4, and 5 of this Schedule 13D are incorporated herein by reference. Item 7. Material to be Filed as Exhibits. Exhibit 1: Joint filing agreement among the Reporting Persons. Schedule A Each of the following individuals is a United States citizen, and with the exception of John W. Childs, is employed by Thomas H. Lee Partners, L.P., 75 State Street, Boston, Massachusetts, 02109. John W. Childs is employed by JW Childs Associates, One Federal Street, Boston, Massachusetts, 02110. THL Equity Trust Officers: Chairman Thomas H. Lee 322 East 57th Street, New York, NY 10022 Senior Vice President David V. Harkins 8 Corn Point Road, Marblehead, MA 01945 Vice Preseident C. Hunter Boll 32 Everett Avenue, Winchester, MA 01890 Scott A. Schoen 191 Kings Grant Road, Weston, MA 02193 -11- Treasurer Joseph Pesce c/o Thomas H. Lee Partners, L.P. 75 State Street, Boston, MA 02109 Clerk Joseph Pesce c/o Thomas H. Lee Partners, L.P. 75 State Street, Boston, MA 02109 Assistant Clerks Charles W. Robins, Esq. 50 Lehigh Road, Wellesley, MA 02181 James Westra, Esq. 5 Stage Hill Road, Wenham, MA 01984 Trustees: Thomas H. Lee 322 East 57th Street, New York, NY 10022 David V. Harkins 8 Corn Point Road, Marblehead, MA 01945 John W. Childs c/o JW Childs Associates, One Federal Street, Boston, MA 02110 -12- Signatures After reasonable inquiry and to the best knowledge and belief of each of the undersigned, such person certifies that the information set forth in this Statement with respect to such person is true, complete and correct. THOMAS H. LEE EQUITY PARTNERS, L.P. By: THL Equity Advisors Limited Partnership, its General Partner By: THL Equity Trust, its General Partner By: /s/Thomas H. Lee Name: Thomas H. Lee Title: Managing Director THOMAS H. LEE EQUITY ADVISORS LIMITED PARTNERSHIP By: THL Equity Trust, its General Partner By: /s/Thomas H. Lee Name: Thomas H. Lee Title: Managing Director THL EQUITY TRUST By: /s/Thomas H. Lee Name: Thomas H. Lee Title: Managing Director By: /s/Thomas H. Lee Name: Thomas H. Lee -13- Exhibit 1 to Schedule 13D Amendment No. 3 Finlay Enterprises, Inc. AGREEMENT Agreement made this 19th day of July, 2002, by and between each of the undersigned. WHEREAS, each of the undersigned is required to file an amendment to a Schedule 13D with respect to ownership of securities in Finlay Enterprises, Inc.; and WHEREAS, each of the undersigned is individually eligible to use this Amendment No. 3 to Schedule 13D; NOW, THEREFORE, the undersigned agree to file only one Amendment No. 3 to Schedule 13D reflecting their combined beneficial ownership of securities in Finlay Enterprises, Inc. THOMAS H. LEE EQUITY PARTNERS, L.P. By: THL Equity Advisors Limited Partnership, its General Partner By: THL Equity Trust, its General Partner By: /s/Thomas H. Lee Name: Thomas H. Lee Title: Managing Director THOMAS H. LEE EQUITY ADVISORS LIMITED PARTNERSHIP By: THL Equity Trust, its General Partner By: /s/Thomas H. Lee Name: Thomas H. Lee Title: Managing Director THL EQUITY TRUST By: /s/Thomas H. Lee Name: Thomas H. Lee Title: Managing Director By: /s/Thomas H. Lee Name: Thomas H. Lee -----END PRIVACY-ENHANCED MESSAGE-----