SC 13D/A 1 blair1.txt UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Blair Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 092828102 (CUSIP Number) Michael Emanuel, Esq. c/o Loeb Partners Corporation 61 Broadway, N.Y., N.Y., 10006 (212) 483-7047 (Name, address and Telephone Number of Person Authorized to Receive Notices and Communications) January 19, 2005 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with statement [ ]. (A fee is not required only if the following reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described is Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remained of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 092828102 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Partners Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 17,374 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 13,497 Shares of Common stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 17,374 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER 13,497 Shares of Common stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,871 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.37% 14 TYPE OF REPORTING PERSON* CO, BD, IA SCHEDULE 13D CUSIP NO. 092828102 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Arbitrage Fund 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 383,076 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 383,076 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 383,076 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.67% 14 TYPE OF REPORTING PERSON* PN, BD SCHEDULE 13D CUSIP NO. 092828102 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Offshore Fund Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER SHARES 35,995 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 35,995 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,995 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.44% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP NO. 092828102 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Marathon Fund LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 31,502 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 31,502 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,502 Shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.38% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP NO. 092828102 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Marathon Offshore Fund, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER SHARES 17,503 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 17,503 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,503 Shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.21% 14 TYPE OF REPORTING PERSON* CO Item 1. Security and Issuer. ------ ------------------- This statement refers to the Common Stock of Blair Corp., 220 Hickory St., Warren, PA 16366. Item 2. Identity and Background. ------ ----------------------- Loeb Arbitrage Fund ("LAF"), 61 Broadway, New York, New York, 10006, is a New York limited partnership. It is a registered broker/dealer. Its general partner is Loeb Arbitrage Management, Inc., ("LAM"), a Delaware corporation, with the same address. Its President is Gideon J. King. The other officers of LAM are Thomas L. Kempner, Chairman of the Board, President, Peter A. Tcherepnine, Vice President, Edward J. Campbell, Vice President. Loeb Partners Corporation ("LPC"), 61 Broadway, New York, New York, 10006, is a Delaware corporation. It is a registered broker/dealer and a registered investment adviser. Thomas L. Kempner is its President and a director and its Chief Executive Officer. Norman N. Mintz is a Vice President and also a director. Gideon J. King is Executive Vice President. Loeb Holding Corporation ("LHC"), a Maryland corporation, 61 Broadway, New York, New York, 10006 is the sole stockholder of LAM and LPC. Thomas L. Kempner is its President and a director as well as its Chief Executive Officer and majority stockholder. Norman N. Mintz and Peter A. Tcherepnine are also directors. Loeb Offshore Fund, Ltd., ("LOF") is a Cayman Islands exempted company. Loeb Offshore Management, LLC ("LOM") is a Delaware limited liability company, a registered investment adviser and is wholly owned by Loeb Holding Corporation. It is the investment adviser of LOF. Gideon J. King and Thomas L. Kempner are Directors of LOF and Managers of LOM. Loeb Marathon Fund ("LMF") is a Delaware limited partnership whose general partner is LAM. Loeb Marathon Offshore Fund Ltd. ("LMOF") is a Cayman Islands exempted company. LOM is the investment adviser of LMOF. All of the individuals named are United States citizens. None have been, within the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Compensation. ------ ------------------------------------------------ Shares of Common Stock were acquired by LAF, LPC, LMF, LOF and LMOF in margin accounts maintained with Bear Stearns Securities Corp. Item 4. Purpose of Transaction. ------ ---------------------- LAF, LPC*, LMF, LOF and LMOF ("Loeb") have acquired shares of Common Stock for investment purposes. Loeb had previously issued a press release stating its opinions about the Issuer's financial and managerial posture. Loeb reserves the right, consistent with applicable law, to acquire additional securities of the Issuer (whether through open market purchases, block trades, private acquisitions, tender or exchange offers or otherwise). Loeb intends to review its investment in the Issuer on a continuing basis and engage in discussions with management and the Board of Directors of the Issuer concerning the business, operations and future plans of the Issuer. Depending on various factors, including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, Loeb may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, seeking Board representation, making proposals to the Issuer concerning the capitalization and operations of the Issuer, purchasing additional Common Stock, selling some or all of its Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock or changing its intention partially or entirely with respect to any and all matters referred to in Item 4. Specifically, Loeb seeks to influence management to fully exploit the value of Issuer's consumer finance operations. Item 5. Interest in Securities of the Issuer. ------ ------------------------------------ (a) The persons reporting hereby owned the following shares of Common Stock as of January 19, 2005. Shares of Common Stock Loeb Arbitrage Fund 383,076 Loeb Partners Corporation* 30,871 Loeb Offshore Fund Ltd. 35,995 Loeb Marathon Fund LP 31,502 Loeb Marathon Offshore Fund Ltd. 17,503 ---------- 498,947 The total shares of Common Stock constitutes 6.09% the 8,199,000 outstanding shares of Common Stock as reported by the issuer. ------------------------- *Including 13,497 shares of Common Stock purchased for the account of one customer of Loeb Partners Corporation as to which it has investment discretion. (b) See paragraph (a) above. (c) The following purchases of Common Stock have been made in the last sixty (60) days by the following: Purchases of Common Stock Holder Date Shares Average Price Loeb Partners Corp.* 11-19-04 1983 34.96 11-22-04 1680 35.82 11-23-04 178 35.56 11-24-04 1400 35.91 11-26-04 25 35.77 11-29-04 378 35.17 11-30-04 350 35.07 12-01-04 1976 35.51 12-02-04 455 35.39 12-07-04 821 35.52 12-08-04 623 35.41 12-13-04 350 35.34 01-03-05 41 35.34 01-04-05 376 35.83 01-05-05 231 35.88 01-07-05 630 36.16 01-10-05 231 36.01 01-12-05 420 35.99 01-14-05 177 36.24 01-14-05 167 36.25 01-18-05 167 36.38 01-18-05 14 36.26 01-19-05 291 36.42 Holder Shares Average Price Loeb Arbitrage Fund 11-19-04 25774 34.965 11-22-04 20520 35.818 11-23-04 2177 35.556 11-24-04 17100 35.913 11-26-04 250 35.768 11-29-04 4617 35.169 11-30-04 4275 35.067 12-01-04 24141 35.508 12-02-04 5557 35.394 12-07-04 10034 35.523 12-08-04 7609 35.409 12-13-04 4275 35.344 01-03-05 100 35.683 01-04-05 4597 35.827 01-05-05 2822 35.875 01-07-05 7695 36.163 01-10-05 812 36.013 01-10-05 100 37.123 01-11-05 100 36.756 01-12-05 5130 35.988 01-12-05 354 36.118 01-14-05 2728 36.243 01-14-05 1620 36.250 01-14-05 962 36.118 01-18-05 1239 36.383 01-18-05 186 36.263 01-19-05 8626 36.420 Holder Shares Average Price Loeb Offshore Fund 11-19-04 1663 34.96 11-22-04 1800 35.82 11-23-04 191 35.56 11-24-04 1500 35.91 11-26-04 25 35.77 11-29-04 405 35.17 11-30-04 375 35.07 12-01-04 2118 35.51 12-02-04 488 35.39 12-07-04 880 35.52 12-08-04 668 35.41 12-13-04 375 35.34 01-04-05 403 35.83 01-05-05 247 35.88 01-07-05 675 36.16 01-10-05 71 36.01 01-12-05 450 35.99 01-14-05 256 36.24 01-14-05 152 36.25 01-18-05 2593 36.38 01-19-05 793 36.42 Holder Shares Average Price Loeb Marathon Fund LP 11-19-04 3196 34.96 11-22-04 3058 35.82 11-23-04 89 35.56 11-30-04 670 35.07 12-01-04 331 35.51 12-02-04 234 35.39 12-07-04 816 35.52 12-08-04 644 35.41 12-13-04 59 35.34 12-29-04 720 35.98 01-05-05 161 35.88 01-07-05 586 36.16 01-10-05 29 36.01 01-11-05 7777 36.11 01-12-05 7423 35.99 01-12-05 352 35.98 01-13-05 133 36.14 01-14-05 6461 36.24 01-18-05 129 36.38 01-19-05 315 36.42 Holder Date Shares Average Price Loeb Marathon Offshore Fund, Ltd. 11-19-04 1084 34.96 11-22-04 1138 35.82 11-23-04 65 35.56 12-01-04 234 35.51 12-02-04 166 35.39 12-07-04 649 35.52 12-08-04 456 35.41 12-14-04 41 35.34 01-04-05 224 35.83 01-05-05 339 35.88 01-07-05 414 36.16 01-10-05 21 36.01 01-12-05 248 35.88 01-18-05 72 36.38 01-19-05 175 36.42 Sales of Common Stock Holder Date Shares Average Price Loeb Partners Corp.* 12-14-04 41 $35.34 Holder Date Shares Average Price Loeb Arbitrage Fund 12-08-04 10034 $35.519 Holder Date Shares Average Price Loeb Offshore Fund 12-08-04 880 $35.51 Holder Date Shares Average Price Loeb Marathon Fund 12-08-04 816 $35.51 01-12-05 7777 36.11 01-14-05 7423 36.11 Holder Date Shares Average Price Loeb Marathon Offshore 12-08-04 649 $35.51 Fund -------------------- *Including 13,497 shares of Common Stock purchased for the account of one customer of Loeb Partners Corporation as to which it has investment discretion. All reported transactions were effected on AMEX. (d) Not applicable. (e). Not applicable. Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer. None. Item 7. Materials to be Filed as Exhibits. None. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. January 20, 2005 Loeb Partners Corporation By: /s/ Gideon J. King Executive Vice President January 20, 2005 Loeb Arbitrage Fund By: Loeb Arbitrage Management, Inc., G.P. By: /s/ Gideon J. King President January 20, 2005 Loeb Offshore Fund Ltd. By: /s/ Gideon J. King Director January 20, 2005 Loeb Marathon Fund LP By: Loeb Arbitrage Management, Inc., G.P. By: /s/ Gideon J. King President January 20, 2005 Loeb Marathon Offshore Fund Ltd. By: /s/ Gideon J. King Director