SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* LEDER MARC J (Last) (First) (Middle) 5200 TOWN CENTER CIRCLE SUITE 470 (Street) BOCA RATON FL 33486 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/13/2004	3. Issuer Name and Ticker or Trading Symbol RAG SHOPS INC [ RAGS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,671,199	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Marc J. Leder ("Leder") and Rodger R. Krouse each own 50% of the membership interests in Sun Capital Partners III, LLC, which in turn is the general partner of Sun Capital Advisors III, LP, which in turn is the general partner of Sun Capital Partners III, LP ("Sun Partners III LP") and Sun Capital Partners III QP, LP ("Sun Partners III QP LP"). Sun Partners III LP and Sun Partners III QP LP together own 100% of the membership interests of Sun Crafts Retail, LLC, which in turn owns 100% of the equity interest of Crafts Retail Holding Corp. which in turn owns 100% of the equity interest of Crafts Retail Acquisition Corp. ("Crafts Acquisition") which in turn owns approximately 55.7% of the issuer. As a result, Leder may be deemed to have indirect beneficial ownership of the 2,671,199 shares of Common Stock of the issuer owned directly by Crafts Acquisition. Leder disclaims beneficial ownership of any shares of Common Stock of the issuer.

	/s/ Marc J. Leder	09/13/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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