-----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, StO4klKWNAsCh1M79so2uzHidnmMFXbLTXlNXt9a5ATBEFuJJZ7I4xjplzy+sx5e QBrk8j1SnuDBEXIAq8vT7w== 0001104659-07-004234.txt : 20070124 0001104659-07-004234.hdr.sgml : 20070124 20070124162004 ACCESSION NUMBER: 0001104659-07-004234 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070124 DATE AS OF CHANGE: 20070124 GROUP MEMBERS: APPLESEED'S TOPCO, INC. GROUP MEMBERS: BLR ACQUISITION CORP. GROUP MEMBERS: CATALOG HOLDINGS LLC GROUP MEMBERS: DAVID C. DOMINIK GROUP MEMBERS: GOLDEN GATE CAPITAL INVESTMENT FUND II L.P. GROUP MEMBERS: JESSE T. ROGERS GROUP MEMBERS: ZZZ HOLDINGS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLAIR CORP CENTRAL INDEX KEY: 0000071525 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 250691670 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18609 FILM NUMBER: 07549918 BUSINESS ADDRESS: STREET 1: 220 HICKORY ST CITY: WARREN STATE: PA ZIP: 16366 BUSINESS PHONE: 8147233600 MAIL ADDRESS: STREET 1: 220 HICKORY STREET CITY: WARREN STATE: PA ZIP: 16366 FORMER COMPANY: FORMER CONFORMED NAME: NEW PROCESS CO DATE OF NAME CHANGE: 19890507 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Golden Gate Capital Management II, L.L.C. CENTRAL INDEX KEY: 0001385251 IRS NUMBER: 830395110 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O GOLDEN GATE CAPITAL STREET 2: ONE EMBARCADERO CENTER, 33RD FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 627-1387 MAIL ADDRESS: STREET 1: C/O GOLDEN GATE CAPITAL STREET 2: ONE EMBARCADERO CENTER, 33RD FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13D/A 1 a07-2130_3sc13da.htm SC 13D/A

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No.1)*

Blair Corporation

(Name of Issuer)

 

Common Stock, Without Nominal or Par Value

(Title of Class of Securities)

 

092828102

(CUSIP Number)

 

Dennis M. Myers, P.C.

Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, Illinois  60601

Telephone:  (312) 861-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

January 23, 2007

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).

 

 



 

CUSIP No.   092828102

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
GOLDEN GATE CAPITAL MANAGEMENT II, L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group *

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds *
NA

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
DELAWARE

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
312,521

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
312,521

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
312,521

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares *   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
8.1%

 

 

14.

Type of Reporting Person *
OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

2



 

CUSIP No.   092828102

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
GOLDEN GATE CAPITAL INVESTMENT FUND II, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group *

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds *
NA

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
DELAWARE

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
312,521

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
312,521

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
312,521

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares *   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
8.1%

 

 

14.

Type of Reporting Person *
PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

3



 

CUSIP No.   092828102

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
ZZZ HOLDINGS LLC

 

 

2.

Check the Appropriate Box if a Member of a Group *

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds *
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
DELAWARE

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
312,521

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
312,521

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
312,521

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares *   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
8.1%

 

 

14.

Type of Reporting Person *
OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

4



 

 

CUSIP No.   092828102

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
CATALOG HOLDINGS LLC

 

 

2.

Check the Appropriate Box if a Member of a Group *

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds *
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
DELAWARE

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
312,521

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
312,521

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
312,521

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares *   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
8.1%

 

 

14.

Type of Reporting Person *
OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

5



 

CUSIP No.   092828102

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
DAVID C. DOMINIK

 

 

2.

Check the Appropriate Box if a Member of a Group *

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds *
NA

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
312,521

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
312,521

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
312,521

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares *   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
8.1%

 

 

14.

Type of Reporting Person *
IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

6



 

CUSIP No.   092828102

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
JESSE T. ROGERS

 

 

2.

Check the Appropriate Box if a Member of a Group *

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds *
NA

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
312,521

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
312,521

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
312,521

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares *   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
8.1%

 

 

14.

Type of Reporting Person *
IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

7



 

CUSIP No.   092828102

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
APPLESEED’S TOPCO, INC.

 

 

2.

Check the Appropriate Box if a Member of a Group *

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds *
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
DELAWARE

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
312,521

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares *   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
8.1%

 

 

14.

Type of Reporting Person *
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

8



 

CUSIP No.   092828102

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
BLR ACQUISITION CORP.

 

 

2.

Check the Appropriate Box if a Member of a Group *

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds *
NA

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
DELAWARE

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
312,521

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares *   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
8.1%

 

 

14.

Type of Reporting Person *
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

9



This Statement constitutes Amendment No. 1 to the Schedule 13D, filed with the Securities and Exchange Commission (the “SEC”) on January 18, 2007, by ZZZ Holdings LLC, a Delaware limited liability company (“ZZZ”), Golden Gate Capital Investment Fund II, L.P., a Delaware limited partnership (“GGC Fund II”), Golden Gate Capital Management II, L.L.C., a Delaware limited liability company (“GGC Management II”), David C. Dominik, a citizen of the United States, Jesse T. Rogers, a citizen of the United States, Catalog Holdings LLC, a Delaware limited liability company (“Holdings”), Appleseed’s Topco, Inc., a Delaware corporation (“Appleseed’s”) and BLR Acquisition Corp., a Delaware corporation (“BLR”) (collectively, the “Reporting Persons”).

Only those items which are hereby reported are amended.  All other items remain unchanged. All capitalized terms shall have the meanings assigned to them in the Schedule 13D as amended to date, unless otherwise indicated herein.

Item 4.                    Purpose of Transaction.

Item 4 is hereby deleted in its entirety and is replaced with the following:

 

                On January 23, 2007, the Issuer, BLR and Appleseed’s, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Appleseed’s will acquire all of the outstanding shares of Common Stock for $42.50 per share in cash, without interest, or approximately $173.6 million in the aggregate.  Under the terms of the Merger Agreement, the Issuer is to be acquired by Appleseed’s through a merger of BLR and the Issuer (the “Merger”), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Appleseed’s following the Merger.

 

                The Merger is expected to be completed in the Spring of 2007.  Upon the consummation of the Merger, the Common Stock would no longer be traded on the American Stock Exchange and the Issuer would no longer be required to file reports with the SEC.  The consummation of the Merger is subject to the approval of the Issuer's stockholders, the expiration of any required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and satisfaction of certain other closing conditions.  The Reporting Persons intend to vote their shares of Common Stock in favor of the Merger.

                                The Merger Agreement and the joint press release issued by the Issuer and Appleseed’s, dated January 23, 2007, announcing the execution of the Merger Agreement, which are filed as Exhibits 2.1 and 99.1, respectively, to the Issuer’s Current Report on Form 8-K dated January 23, 2007 with the SEC, are each incorporated herein by reference.

Item 6.                    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby deleted in its entirety and replaced with the following:

The information set forth in Item 4 of this Statement is incorporated herein by reference.

Item 7.                    Materials to be Filed as Exhibits.

Item 7 is hereby amended by the addition of the following:

2.                                       The Agreement and Plan of Merger by and among Blair Corporation, BLR Acquisition Corp. and Appleseed’s Topco, Inc., dated January 23, 2007, which is filed as Exhibit 2.1 to Blair Corporation’s Current Report on Form 8-K

10



 

dated January 23, 2007 with the Securities and Exchange Commission, is incorporated herein by reference.

3.                                       The joint press release issued by Blair Corporation and Appleseed’s Topco, Inc., dated January 23, 2007, which is filed as Exhibit 99.1 to Blair Corporation’s Current Report on Form 8-K dated January 23, 2007 with the Securities and Exchange Commission, is incorporated herein by reference.

11



 

SIGNATURES

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

 

ZZZ HOLDINGS LLC

Dated: January 24, 2007

 

 

 

By:

/s/ David C. Dominik

 

 

David C. Dominik

 

 

Manager

 

 

 

 

 

GOLDEN GATE CAPITAL INVESTMENT
FUND II, L.P

 

 

 

 

 

Golden Gate Capital Management II, L.L.C.,
its general partner

 

 

 

 

By:

/s/ David C. Dominik

 

 

David C. Dominik

 

 

Principal Managing Director

 

 

 

 

 

GOLDEN GATE CAPITAL
MANAGEMENT II, L.L.C.

 

 

 

 

By:

/s/ David C. Dominik

 

 

David C. Dominik

 

 

Principal Managing Director

 

 

 

 

 

/s/ David C. Dominik

 

 

David C. Dominik

 

 

 

 

 

/s/ Jesse T. Rogers

 

 

Jesse T. Rogers

 

 

 

 

 

CATALOG HOLDINGS LLC

 

 

 

 

By:

/s/ David C. Dominik

 

 

David C. Dominik

 

 

Manager

 

 

 

 

 

APPLESEED’S TOPCO, INC.

 

 

 

 

By:

/s/ David C. Dominik

 

 

David C. Dominik

 

 

Director

 

 

 

 

 

BLR ACQUISITION CORP.

 

 

 

 

By:

/s/ David C. Dominik

 

 

David C. Dominik

 

 

President and Director

 

12


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