-----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, KEpGCNA4vt8DfuwuZRmObIfJ38HJv3bjhxFmrcB6XY9TW5A1pSu7FH7IYUXHCpOf U/cnLPhTyGZQNgqtkJjF8g== 0000912057-96-022901.txt : 19961017 0000912057-96-022901.hdr.sgml : 19961017 ACCESSION NUMBER: 0000912057-96-022901 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 333-12881 FILED AS OF DATE: 19961015 EFFECTIVENESS DATE: 19961015 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOEHMANNS INC CENTRAL INDEX KEY: 0000060064 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 222341356 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-14195 FILM NUMBER: 96643899 BUSINESS ADDRESS: STREET 1: 2500 HALSEY STREET CITY: BRONX STATE: NY ZIP: 10461 BUSINESS PHONE: 0000000000 MAIL ADDRESS: STREET 1: 2500 HALSEY STREET STREET 2: 2500 HALSEY STREET CITY: BRONX STATE: NY ZIP: 10401 S-1MEF 1 S-1MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 1996 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ LOEHMANN'S, INC. (Exact name of registrant as specified in its charter) DELAWARE 5621 22-2341356 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification No.)
------------------------ 2500 HALSEY STREET BRONX, NEW YORK 10461 (718) 409-2000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------ PHILIP KAPLAN PRESIDENT AND CHIEF OPERATING OFFICER LOEHMANN'S, INC. 2500 HALSEY STREET BRONX, NY 10461 (718) 409-2000 (Name, address, including zip code, and telephone number, including area code, of agent for service of process) ------------------------ COPIES TO: ROBERT B. SCHUMER, ESQ. EDWARD S. ROSENTHAL, ESQ. PAUL, WEISS, RIFKIND, WHARTON & GARRISON FRIED, FRANK, HARRIS, SHRIVER & JACOBSON 1285 AVENUE OF THE AMERICAS 725 SOUTH FIGUEROA STREET, SUITE 3890 NEW YORK, NY 10019-6064 LOS ANGELES, CALIFORNIA 90017-5438 (212) 373-3000 (213) 689-5800
------------------------ Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the registration statement number of the earlier effective registration statement for the same offering. X 333-12881 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the registration statement number of the earlier effective registration statement for the same offering. / / ____________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / ------------------------ CALCULATION OF REGISTRATION FEE PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING SECURITIES TO BE REGISTERED REGISTERED SHARE(2) PRICE(2) Common Stock, $.01 par value.............. 96,600(1) $27.3125 $2,638,387.50
TITLE OF EACH CLASS OF AMOUNT OF SECURITIES TO BE REGISTERED REGISTRATION FEE Common Stock, $.01 par value.............. $800
(1) Includes 12,600 shares of Common Stock which may be purchased by the Underwriters to cover over-allotments, if any. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c), based on the average high ($27.625) and low ($27.00) sales prices of the Registrant's Common Stock on The Nasdaq National Market on October 11, 1996. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-12881) Loehmann's, Inc. (the "Company") hereby incorporates by reference into this Registration Statement on Form S-1 in its entirety the Registration Statement on Form S-1 (File No. 333-12881), as amended (including the exhibits thereto), declared effective at approximately 4:30 p.m. on October 15, 1996 by the Securities and Exchange Commission. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) EXHIBITS DESCRIPTION - ----------- ------------------------------------------------------------------------------------------------------- *5.1 --Opinion of Paul, Weiss, Rifkind, Wharton & Garrison. *23.1 --Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in opinion filed as Exhibit 5.1). *23.2 --Consent of Ernst & Young LLP. 24.1 --Power of Attorney, filed as Exhibit 24.1 to Loehmann's, Inc.'s Registration Statement on Form S-1 (Registration No. 333-12881) and incorporated herein by reference.
- --------------- * Filed herewith. (b) Financial Statement Schedules included separately in the Registration Statement. None II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 15th day of October, 1996. LOEHMANN'S, INC. By /S/ PHILIP KAPLAN ................................... Philip Kaplan President and Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------ -------------------------------------------- -------------------- * Chairman of the Board and Director October 15, 1996 ................................................ Norman S. Matthews /s/ PHILIP KAPLAN President and Chief Operating Officer and October 15, 1996 ................................................ Director (Principal Executive Officer) Philip Kaplan * Chairman and Chief Executive Officer and October 15, 1996 ................................................ Director Robert N. Friedman * Senior Vice President and Chief Financial October 15, 1996 ................................................ Officer (Principal Financial and Robert Glass Accounting Officer) * Vice President and Director October 15, 1996 ................................................ Janet A. Hickey * Director October 15, 1996 ................................................ Richard E. Kroon * Director October 15, 1996 ................................................ Christina A. Mohr * Director October 15, 1996 ................................................ Arthur Reiner * Director October 15, 1996 ................................................ Cynthia Cohen Turk *By /s/ PHILIP KAPLAN ........................................... Philip Kaplan (Attorney-in-fact)
II-2 EXHIBIT INDEX EXHIBITS DESCRIPTION PAGE - --------- ------------------------------------------------------------------------------------------------- ----------- *5.1 --Opinion of Paul, Weiss, Rifkind, Wharton & Garrison. *23.1 --Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in opinion filed as Exhibit 5.1). *23.2 --Consent of Ernst & Young LLP. 24.1 --Power of Attorney, filed as Exhibit 24.1 to Loehmann's, Inc.'s Registration Statement on Form S-1 (Registration No. 333-12881) and incorporated herein by reference.
- --------------- * Filed herewith. EX-5.1 2 EXHIBIT 5.1 PAUL WEISS OPINION [LETTERHEAD OF PAUL, WEIS, RIFKIND, WHARTON & GARRISON] October 15, 1996 Loehmann's Inc. 2500 Halsey Street Bronx, New York 10461 Loehmann's, Inc. Registration Statement on Form S-1 Registration No. 333- Ladies and Gentlemen: In connection with the above-captioned Registration Statement (the "Abbreviated Registration Statement"), filed today with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), and the rules and regulations promulgated thereunder (the "Rules"), which relates to the Registration Statement on Form S-1 (the "Registration Statement") (Registration No. 333-12881), which was declared effective earlier today by the Commission, we have been requested by Loehmann's, Inc., a Delaware corporation (the "Company"), to furnish our opinion as to the legality of the securities being registered thereunder. The Registration Statement relates to the registration under the Act of 96,600 shares (including up to 12,600 shares to be sold upon exercise of the underwriter's over-allotment option) (the "Shares") of the Company's common stock, par value $.01 per share (the "Common Stock"), to Loehmann's Inc. 2 be sold for the account of certain selling stockholders of the Company. In connection with the furnishing of this opinion, we have reviewed the Registration Statement (including all amendments thereto filed on or prior to the date hereof), the form of the Underwriting Agreement for the sale of the Common Stock included as Exhibit 1.1 to the Registration Statement, originals, or copies certified or otherwise identified to our satisfaction, of the Company's Restated Certificate of Incorporation and Amended and Restated By- laws, each as in effect on the date hereof, and records of certain of the Company's corporate proceedings. We also have examined and relied upon representations as to factual matters contained in certificates of officers of the Company, and have made such other investigations of fact and law and have Loehmann's Inc. 3 examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such documents, records, certificates or other instruments, and upon such factual information otherwise supplied to us, as in our judgment are necessary or appropriate to render the opinions expressed below. In addition, we have assumed, without independent investigation, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity of original documents to all documents submitted to us as certified, photostatic, reproduced or conformed copies, the authenticity of all such latter documents and the legal capacity of all individuals who have executed any of the documents. Based upon the foregoing, we are of the opinion that the Shares are duly authorized, validly issued, fully paid and nonassessable. Our opinion expressed above is limited to the General Corporation Law of the State of Delaware. Please be advised that no member of this firm is admitted to practice in the State of Delaware. Our opinion is rendered only with respect to laws, and the rules, regulations and orders thereunder, which are currently in effect. Loehmann's Inc. 4 We hereby consent to the use of this opinion as an Exhibit to the Abbreviated Registration Statement and to the use of our name under the heading "Legal Matters" contained in the Prospectus incorporated by reference in the Abbreviated Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules. Very truly yours, /s/ Paul, Weiss, Rifkind, Wharton & Garrison PAUL, WEISS, RIFKIND, WHARTON & GARRISON EX-23.2 3 EXHIBIT 23.2 E&Y CONSENT# CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-1 No. 333- ) and related Prospectus of Loehmann's, Inc. of our report dated May 10, 1996, with respect to the consolidated financial statements of Loehmann's, Inc. included in Amendment No. 1 to the Registration Statement (Form S-1 No. 333-12881) and related Prospectus dated October 11, 1996, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP New York, New York October 15, 1996 -----END PRIVACY-ENHANCED MESSAGE-----