-----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, H1BLGg12SID3v5i9ej1LXVpgN+xAZQJ5i3A5le68oN7qEeUJwc1DIKg1Jl7RoaQv xQjBG0CG9Nu8zYjyOIVuPg== /in/edgar/work/20000626/0000911420-00-000162/0000911420-00-000162.txt : 20000920 0000911420-00-000162.hdr.sgml : 20000920 ACCESSION NUMBER: 0000911420-00-000162 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000626 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BAKER J INC CENTRAL INDEX KEY: 0000792570 STANDARD INDUSTRIAL CLASSIFICATION: [5661 ] IRS NUMBER: 042866591 STATE OF INCORPORATION: MA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38018 FILM NUMBER: 660896 BUSINESS ADDRESS: STREET 1: 555 TURNPIKE ST CITY: CANTON STATE: MA ZIP: 02021 BUSINESS PHONE: 6178289300 MAIL ADDRESS: STREET 1: P O BOX 231 CITY: HYDE PARK STATE: MA ZIP: 02136 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP CENTRAL INDEX KEY: 0000899083 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 133688497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: 2127600814 MAIL ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10119 SC 13D/A 1 0001.txt GENERAL STATEMENT OF BENEFICIAL OWNERSHIP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) J. Baker, Inc. -------------------- (Name of Issuer) Common Stock, Par Value $0.50 Per Share --------------------------------------- (Title of Class of Securities) 057232100 --------- (CUSIP Number of Class of Securities) Wynnefield Partners Small Cap Value, L.P. One Penn Plaza - Suite 4720 New York, New York 10119 Attention: Mr. Nelson Obus -------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Shahe Sinanian, Esq. Greenberg Traurig, LLP 200 Park Avenue New York, New York 10166 (212) 801-9200 June 15, 2000 ------------- (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 if filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box /_/. (continued on following pages) (Page 1 of 9 Pages) CUSIP No. 057232100 13D Page 2 of 9 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 13-3688497 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS WC (SEE ITEM 3) ________________________________________________________________________________ 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 315,650 SHARES _________________________________________________________________ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH _________________________________________________________________ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 315,650 _________________________________________________________________ 10 SHARED DISPOSITIVE POWER ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 315,650 SHARES ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON PN ________________________________________________________________________________ (Page 2 of 9 Pages) CUSIP No. 057232100 13D Page 3 of 9 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS WYNNEFIELD SMALL CAP VALUE, OFFSHORE FUND, LTD. S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS NOT APPLICABLE ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS WC (SEE ITEM 3) ________________________________________________________________________________ 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 ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 163,100 SHARES _________________________________________________________________ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH _________________________________________________________________ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 163,100 _________________________________________________________________ 10 SHARED DISPOSITIVE POWER ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 163,100 SHARES ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON CO ________________________________________________________________________________ (Page 3 of 9 Pages) CUSIP No. 057232100 13D Page 4 of 9 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 13-3953291 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS WC (SEE ITEM 3) ________________________________________________________________________________ 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 408,250 SHARES _________________________________________________________________ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH _________________________________________________________________ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 408,250 _________________________________________________________________ 10 SHARED DISPOSITIVE POWER ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 408,250 SHARES ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON PN ________________________________________________________________________________ (Page 4 of 9 Pages) Item 1. Security and Issuer. This Statement relates to shares of the Common Stock, $0.50 par value per share (the "Shares"), of J. Baker, Inc., a Massachusetts corporation (the "Issuer"). The principal executive offices of the Issuer are located at 555 Turnpike Street, Canton, Massachusetts 02021. Item 2. Identity and Background. (a), (b), (c) and (f). This Statement is being filed by Wynnefield Partners Small Cap Value, L.P. (the "Partnership"), Wynnefield Small Cap Value Offshore Fund, Ltd. (the "Fund"), and Wynnefield Partners Small Cap Value, L.P. I (the "Partnership-I"). Although the Partnership, the Fund and Partnership-I are each separate and distinctive entities with different beneficial owners (whether designated as limited partners or stockholders), for the convenience of reporting their holdings, in this Statement, they are sometimes referred to collectively as the "Wynnefield Group". Wynnefield Capital Management, LLC, a New York limited liability company ("WCM"), is the general partner of the Partnership and Partnership-I, private investment companies organized as limited partnerships under the laws of the State of Delaware. Nelson Obus and Joshua Landes are the managing members of WCM and the principal executive officers of Wynnefield Capital, Inc., the investment manager of the Fund, a private investment company organized under the laws of the Cayman Islands. Mr. Obus and Mr. Landes are citizens of the United States of America. The business address of Mr. Obus and Mr. Landes, WCM, and each of the entities in the Wynnefield Group is One Penn Plaza, Suite 4720, New York, New York 10119. (d) and (e). During the last five years, neither Mr. Obus, Mr. Landes, WCM, nor any of the entities comprising the Wynnefield Group has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. The Wynnefield Group entities purchased their Shares, separately from each other, for the consideration shown in the following table: (Page 5 of 9 Pages) Name Number of Shares Consideration Paid - ---- ---------------- ------------------ Partnership 315,650 $1,547,999.79 Partnership-I 408,250 $2,337,298.83 Fund 163,100 $817,298.93 Such Shares were paid for from the separate working capital of each entity in the Wynnefield Group, each of which maintains a separate investment fund, consisting of capital contributions from their respective partners and investors and capital appreciation derived therefrom for the principal purpose of buying and selling securities (including financial and money market instruments) and interests in domestic and foreign securities, including, without limitation, convertible securities, stock index features contracts, options, puts and calls on stock and warrants. Item 4. Purposes of Transaction. Each member of the Wynnefield Group acquired the Shares reported in Item 5 below for investment purposes. If any member of the Wynnefield Group determines that the ownership of the Issuer's securities represent an attractive investment opportunity, it reserves the right to buy additional Shares with the understanding that neither such purchases nor the exercise of its rights as a stockholder of the Issuer is intended as a "control" device with respect to the Issuer. The Wynnefield Group wants to ensure that management follows through on its articulated intentions to surface shareholder value. To this end, Wynnefield intends to meet with management to discuss strategies for reducing debt and selling assets which might allow J. Baker to operate solely in the "Big and Tall Mens" area. Except as set forth above, no member of the Wynnefield Group has any present plans or intentions that would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interests in Securities of the Issuer. (a) As of the close of business on the date hereof, the three entities referred to as the Wynnefield Group beneficially owned a total of 887,000 Shares, the separate ownership of which is set forth in Item 3 of this Statement. Mr. Obus and Mr. Landes, by virtue of their status as managing members of WCM, the general partner of the Partnership and Partnership-I, and as officers of the Fund's investment manager, may be deemed to have indirect beneficial ownership of the Shares owned by the three entities referred to as the Wynnefield Group. (Page 6 of 9 Pages) However, Mr. Obus and Mr. Landes, as stated below, disclaim any beneficial ownership of such Shares. The Shares owned by the three entities referred to as the Wynnefield Group represent approximately 6.3% of the outstanding Shares of the Issuer, based on the 14,067,948 Shares reported as outstanding on April 29, 2000 in the Issuer's latest Quarterly Report on Form 10-Q. Pursuant to Rule 13d-4 of the General Rules and Regulations under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), Mr. Obus and Mr. Landes disclaim beneficial ownership of any Shares owned by the three entities comprising the Wynnefield Group and disclaim membership in the Wynnefield Group with respect to the Shares for purposes of Sections 13(d) and 13(g) of the Exchange Act or for any other purpose under any other provision of the Exchange Act or the rules and regulations promulgated thereunder. (b) Mr. Obus and Mr. Landes, by virtue of their status as the managing members of WCM, the general partner of the Partnership and Partnership-I, and as officers of the Fund's investment manager, have the power to vote or to direct the vote and the power to dispose and to direct the disposition of the Shares owned by each of the three entities comprising the Wynnefield Group. (c) In the past sixty (60) days, the entities in the Wynnefield Group made their separate purchases and sales of Shares in the over-the-counter market as follows: (Page 7 of 9 Pages) Number of Name Transaction Date Shares Price Per Share - ---- ----------- ---- ------ --------------- Partnership Buy April 14, 2000 300 6.0625 Partnership Buy April 24, 2000 2,800 6.3125 Partnership Buy April 28, 2000 350 6.2500 Partnership Buy May 9, 2000 2,800 6.4375 Partnership Buy May 10, 2000 4,600 6.4375 Partnership Buy June 15, 2000 39,500 5.2500 Partnership-I Buy April 14, 2000 500 6.0625 Partnership-I Buy April 24, 2000 3,600 6.3125 Partnership-I Buy April 28, 2000 450 6.2500 Partnership-I Buy May 9, 2000 3,200 6.4375 Partnership-I Buy May 10, 2000 5,400 6.4375 Partnership-I Buy June 15, 2000 44,500 5.2500 Fund Buy April 14, 2000 200 6.0625 Fund Buy April 24, 2000 1,600 6.3125 Fund Buy April 28, 2000 200 6.2500 Fund Buy May 9, 2000 1,500 6.4375 Fund Buy May 10, 2000 2,500 6.4375 Fund Buy June 15, 2000 16,000 5.2500 (Page 8 of 9 Pages) (d) Each of the entities comprising the Wynnefield Group as owners of the shares specified in Item 3 of this Statement has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares specified in Item 3 of this Statement, but only from such Shares. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Neither Mr. Obus, Mr. Landes, WCM, nor any of the entities comprising the Wynnefield Group has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. Not applicable. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: June 26, 2000 WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I By: Wynnefield Capital Management, LLC, General Partner By: /s/ Joshua Landes ------------------------------ Joshua Landes, Managing Member WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. By: Wynnefield Capital, Inc. /s/ Joshua Landes ------------------------------ Joshua Landes, Managing Member -----END PRIVACY-ENHANCED MESSAGE-----