0001209191-14-038843.txt : 20140623
0001209191-14-038843.hdr.sgml : 20140623
20140603210213
ACCESSION NUMBER: 0001209191-14-038843
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140530
FILED AS OF DATE: 20140603
DATE AS OF CHANGE: 20140603
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: FREDERICK'S OF HOLLYWOOD GROUP INC /NY/
CENTRAL INDEX KEY: 0000093631
STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', CHILDREN'S & INFANTS' UNDERGARMENTS [2340]
IRS NUMBER: 135651322
STATE OF INCORPORATION: NY
FISCAL YEAR END: 0726
BUSINESS ADDRESS:
STREET 1: 6255 SUNSET BOULEVARD
CITY: HOLLYWOOD
STATE: CA
ZIP: 90028
BUSINESS PHONE: 323 466 5151
MAIL ADDRESS:
STREET 1: 6255 SUNSET BOULEVARD
CITY: HOLLYWOOD
STATE: CA
ZIP: 90028
FORMER COMPANY:
FORMER CONFORMED NAME: MOVIE STAR INC /NY/
DATE OF NAME CHANGE: 19950112
FORMER COMPANY:
FORMER CONFORMED NAME: SANMARK STARDUST INC
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: STARDUST INC /NY/
DATE OF NAME CHANGE: 19810526
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FOHG Holdings, LLC
CENTRAL INDEX KEY: 0001593587
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05893
FILM NUMBER: 14889156
BUSINESS ADDRESS:
STREET 1: 450 PARK AVENUE
STREET 2: 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-906-8549
MAIL ADDRESS:
STREET 1: 450 PARK AVENUE
STREET 2: 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FALCONE PHILIP
CENTRAL INDEX KEY: 0001233569
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05893
FILM NUMBER: 14889157
MAIL ADDRESS:
STREET 1: 450 PARK AVENUE, 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HARBINGER GROUP INC.
CENTRAL INDEX KEY: 0000109177
STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05893
FILM NUMBER: 14889158
BUSINESS ADDRESS:
STREET 1: 450 PARK AVENUE
STREET 2: 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-906-8548
MAIL ADDRESS:
STREET 1: 450 PARK AVENUE
STREET 2: 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER NAME:
FORMER CONFORMED NAME: ZAPATA CORP
DATE OF NAME CHANGE: 19920703
FORMER NAME:
FORMER CONFORMED NAME: ZAPATA NORNESS INC
DATE OF NAME CHANGE: 19720314
FORMER NAME:
FORMER CONFORMED NAME: ZAPATA OFF SHORE CO
DATE OF NAME CHANGE: 19690115
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2014-05-30
0
0000093631
FREDERICK'S OF HOLLYWOOD GROUP INC /NY/
FOHL
0000109177
HARBINGER GROUP INC.
450 PARK AVENUE, 30TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001233569
FALCONE PHILIP
450 PARK AVENUE, 30TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001593587
FOHG Holdings, LLC
450 PARK AVENUE, 30TH FLOOR
NEW YORK
NY
10022
0
0
1
0
Common Stock
2014-05-30
4
J
0
100
0.00
A
100
I
See footnote
Convertible Series A Preferred Stock
1.05
2014-05-30
4
J
0
14900
100.00
A
2014-05-30
Common Stock
1419047
14900
I
See footnote
Convertible Series B Preferred Stock
0.25
2014-05-30
5
J
0
E
9584
0.25
A
2013-03-15
Common Stock
3833600
45651600
I
See footnote
Convertible Series A Preferred Stock
1.05
2014-05-30
4
J
0
14900
0.00
D
2014-05-30
Common Stock
1419047
0
I
See footnote
Convertible Series B Preferred Stock
0.25
2014-05-30
4
J
0
114129
0.00
D
2013-03-15
Common Stock
45651600
0
I
See footnote
Common Stock Warrant - Employee Stock Option Coverage
0.67
2014-05-30
4
J
0
1818000
0.00
D
2022-02-10
Common Stock
1818000
0
I
See footnote
Common Stock Warrant - Series A Warrant Coverage
0.45
2014-05-30
4
J
0
500000
0.00
D
2015-06-23
Common Stock
500000
0
I
See footnote
Common Stock Warrant - Series A Warrant Coverage
0.53
2014-05-30
4
J
0
500000
0.00
D
2017-06-23
Common Stock
500000
0
I
See footnote
Common Stock Warrant - Series A Warrant Coverage
0.60
2014-05-30
4
J
0
500000
0.00
D
2019-06-24
Common Stock
500000
0
I
See footnote
Common Stock Warrant - PIPE Warrant Coverage
1.21
2014-05-30
4
J
0
1380850
0.00
D
2015-10-15
Common Stock
1380850
0
I
See footnote
Common Stock Warrant - Series A Coverage
0.01
2014-05-30
4
J
0
5468127
0.00
D
Common Stock
5468127
0
I
See footnote
The securities of the Issuer reported herein were beneficially owned by Harbinger Group Inc. ("HGI") and held in the name of one or more wholly-owned subsidiaries of HGI. Mr. Falcone is the Chief Executive Officer and Chairman of the Board of Directors of HGI and the portfolio manager of certain controlling persons of HGI. Mr. Falcone does not own directly any securities of the Issuer. However, as a result of Mr. Falcone's position with HGI and his relationship with HGI's controlling persons, Mr. Falcone may be deemed to beneficially own securities of the Issuer directly owned by HGI. HGI and Mr. Falcone are referred to herein as the "Reporting Persons." (Continued in Footnote 2)
Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of its or his pecuniary interest therein, and this Form 4 shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities of the Issuer reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Pursuant to the terms of the Series A Preferred Stock Purchase and Sale Agreement, by and between HGI Funding, LLC and TTG Apparel, LLC, dated December 18, 2013, on May 30, 2014 HGI Funding purchased from TTG 14,900 shares of of Convertible Series A Preferred Stock, for an aggregate purchase price of $1,490,000 or $1.05 per share of Common Stock on an as converted basis.
The 14,900 shares of Convertible Series A Preferred Stock were convertible into Common Stock at any time, and would have expired upon the earlier to occur of (i) the conversion of such securities into Common Stock pursuant to their terms or (ii) the redemption thereof by the Issuer.
Pursuant to the terms of the Convertible Series B Preferred Stock, dividends were fixed and were payable quarterly in arrears either (i) in cash at a rate of 9% per annum, or (ii) in the Issuer's sole discretion, in additional shares of Convertible Series B Preferred Stock at a rate of 12% per annum. Prior to May 30, 2014, an aggregate amount of 9,584 shares of Convertible Series B Preferred Stock were paid by the Issuer as paid in kind dividends in accordance with the terms of the Convertible Series B Preferred Stock.
The 114,129 shares of Convertible Series B Preferred Stock were convertible into Common Stock at any time, and would have expired upon the earlier to occur of (i) the conversion of such securities into Common Stock pursuant to their terms or (ii) the redemption thereof by the Issuer.
In accordance with the terms thereof, the warrants were only exercisable upon a corresponding exercise or conversion of securities representing 10,166,977 shares of Common Stock, which were not owned by the Reporting Persons.
The Common Stock Warrant - Series A Coverage would have expired on the earlier of (i) thirty days after the conversion of the Issuer's Convertible Series A Preferred Stock into Common Stock pursuant to its terms, or (ii) upon the redemption thereof by the Issuer.
Upon the consummation of the Agreement and Plan of Merger ("Merger Agreement"), dated as of December 18, 2013, as amended on April 14, 2014, by and among the Issuer, FOHG Holdings, LLC and FOHG Acquisition Corp, the securities held by certain shareholders of the Issuer, including the securities reported herein, were cancelled. Following the consummation of the Merger Agreement, FOHG Holdings, LLC acquired all of the outstanding shares of the Issuer.
(+) As of the date hereof, FOHG Holdings, LLC has the right to appoint the members of the board of directors of the Issuer. As a result, following such appointment, the Reporting Person may be deemed to be a director of the Issuer by deputization.
Harbinger Group Inc. By: /s/ Thomas A. Williams, Executive Vice President and Chief Financial Officer
2014-06-03
/s/ Phil Falcone (+)
2014-06-03