FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FREDERICK'S OF HOLLYWOOD GROUP INC /NY/ [ FOH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/18/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/18/2010 | P | 8,664,373 | A | (1) | 17,051,333 | I | Through affiliated funds(2)(3) | ||
Series A 7.5% Convertible Preferred Stock | 05/18/2010 | S | 3,629,325(4) | D | (1) | 0 | I | Through affiiliated funds(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants(5) | $2 | 05/18/2010 | J | 500,000 | 05/18/2010 | 05/17/2013 | Common Stock | 500,000 | $0 | 500,000 | I | Through affiliated funds(2)(3) | |||
Warrants(5) | $2.33 | 05/18/2010 | J | 500,000 | 05/18/2010 | 05/17/2015 | Common Stock | 500,000 | $0 | 500,000 | I | Through affiliated funds(2)(3) | |||
Warrants(5) | $2.66 | 05/18/2010 | J | 500,000 | 05/18/2010 | 05/17/2017 | Common Stock | 500,000 | $0 | 500,000 | I | Through affiliated funds(2)(3) |
Explanation of Responses: |
1. Pursuant to a Debt Exchange and Preferred Stock Conversion Agreement with the Issuer, dated as of February 1, 2010, the Reporting Person, on behalf of affiliated investment funds and separately managed accounts, converted an aggregate of 3,629,325 shares of Series A 7.5% Convertible Preferred Stock ("Preferred Stock") and approximately $1.3 million of accrued dividends payable in additional shares of Preferred Stock, and exchanged an aggregate of approximately $14.3 million principal amount and accrued interest of long term debt, into an aggregate of 8,664,373 shares of common stock of the Issuer, at an effective price of approximately $2.66 per share. |
2. The Reporting Person is a registered investment adviser, and serves as invesment advisor to affiliated investment funds and separately managed accounts over which it exercises discretionary authority. By virtue of its relationship with such affiliated funds and separately managed accounts, the Reporting Person may be deemed to have sole voting and dispositive power over the shares of the Issuer's securities, and so may be deemed to beneficially own such shares. |
3. William F. Harley, III, the Chief Investment Officer of the Reporting Person, is also a director of the Issuer. Mr. Harley may be deemed to exercise beneficial ownership of the Reporting Person's holdings in the Issuer in connection with the execution of his responsibilities with the Reporting Person, but disclaims personal beneficial ownership of such holdings except to the extent of his personal pecuniary interest therein. |
4. Represents an aggregate of 3,629,325 shares of Preferred Stock and approximately $1.3 million of accrued dividends payable in additional shares of Preferred Stock. |
5. These warrants were issued in connection with the consummation of the above-referenced Debt Exchange and Preferred Stock Conversion Agreement. |
/s/ William F. Harley, III, Chief Investment Officer | 05/19/2010 | |
** 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 4 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |