|
|
|
|
UNITED STATES |
|
|
SECURITIES AND EXCHANGE COMMISSION |
|
|
Washington, D.C. 20549 |
|
|
|
|
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(b)
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
New York & Company, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
649295102
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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. 649295102 |
|||||
|
|||||
|
1. |
Names
of Reporting Persons. |
|||
|
|||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|||
|
|
(a) |
o |
||
|
|
(b) |
o |
||
|
|||||
|
3. |
SEC Use Only |
|||
|
|||||
|
4. |
Citizenship
or Place of Organization |
|||
|
|
|
|||
Number of |
5. |
Sole
Voting Power |
|||
|
|||||
6. |
Shared
Voting Power |
||||
|
|||||
7. |
Sole
Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
|||
|
|||||
|
11. |
Percent
of Class Represented by Amount in Row (9) |
|||
|
|||||
|
12. |
Type
of Reporting Person (See Instructions) |
|||
(1) The Reporting Person is a party to a Stockholders Agreement dated August 25, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote shares of New York & Company, Inc. to cause the authorized number of directors on the Board of Directors to be twelve directors.
(2) Includes 673,389 shares of common stock, as well as 1,270,965 shares of common stock currently issuable upon exercise of options and 136,961 shares of restricted stock. Does not include shares owned by the Lara Crystal 2004 Trust, Jessica Crystal 2004 Trust, Ian Crystal 2004 Trust, or Meredith Cohen 2008 Trust (formerly the Meredith Cohen 2004 Trust).
2
CUSIP No. 649295102 |
|||||
|
|||||
|
1. |
Names
of Reporting Persons. |
|||
|
|||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|||
|
|
(a) |
o |
||
|
|
(b) |
o |
||
|
|||||
|
3. |
SEC Use Only |
|||
|
|||||
|
4. |
Citizenship
or Place of Organization |
|||
|
|
|
|||
Number of |
5. |
Sole
Voting Power |
|||
|
|||||
6. |
Shared
Voting Power |
||||
|
|||||
7. |
Sole
Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
|||
|
|||||
|
11. |
Percent
of Class Represented by Amount in Row (9) |
|||
|
|||||
|
12. |
Type
of Reporting Person (See Instructions) |
|||
(1) The Reporting Person is a party to a Stockholders Agreement dated August 25, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote shares of New York & Company, Inc. to cause the authorized number of directors on the Board of Directors to be twelve directors. Effective October 24, 2008, Ronald W. Ristau resigned from his positions as President and Chief Financial Officer of New York & Company, Inc. and as a member of its board of directors.
(2) As of January 31, 2009, includes 765,324 shares of common stock. Does not include shares owned by the Heady Creek Trust.
3
CUSIP No. 649295102 |
|||||
|
|||||
|
1. |
Names
of Reporting Persons. |
|||
|
|||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|||
|
|
(a) |
o |
||
|
|
(b) |
o |
||
|
|||||
|
3. |
SEC Use Only |
|||
|
|||||
|
4. |
Citizenship
or Place of Organization |
|||
|
|
|
|||
Number of |
5. |
Sole
Voting Power |
|||
|
|||||
6. |
Shared
Voting Power |
||||
|
|||||
7. |
Sole
Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
|||
|
|||||
|
11. |
Percent
of Class Represented by Amount in Row (9) |
|||
|
|||||
|
12. |
Type
of Reporting Person (See Instructions) |
|||
(1) The Reporting Person is a party to a Stockholders Agreement dated August 25, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote shares of New York & Company, Inc. to cause the authorized number of directors on the Board of Directors to be twelve directors.
4
CUSIP No. 649295102 |
|||||
|
|||||
|
1. |
Names
of Reporting Persons. |
|||
|
|||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|||
|
|
(a) |
o |
||
|
|
(b) |
o |
||
|
|||||
|
3. |
SEC Use Only |
|||
|
|||||
|
4. |
Citizenship
or Place of Organization |
|||
|
|
|
|||
Number of |
5. |
Sole
Voting Power |
|||
|
|||||
6. |
Shared
Voting Power |
||||
|
|||||
7. |
Sole
Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
|||
|
|||||
|
11. |
Percent
of Class Represented by Amount in Row (9) |
|||
|
|||||
|
12. |
Type
of Reporting Person (See Instructions) |
|||
(1) The Reporting Person is a party to a Stockholders Agreement dated August 25, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote shares of New York & Company, Inc. to cause the authorized number of directors on the Board of Directors to be twelve directors.
(2) There were no holdings for this Reporting Person as of December 31, 2008.
5
CUSIP No. 649295102 |
|||||
|
|||||
|
1. |
Names
of Reporting Persons. |
|||
|
|||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|||
|
|
(a) |
o |
||
|
|
(b) |
o |
||
|
|||||
|
3. |
SEC Use Only |
|||
|
|||||
|
4. |
Citizenship
or Place of Organization |
|||
|
|
|
|||
Number of |
5. |
Sole
Voting Power |
|||
|
|||||
6. |
Shared
Voting Power |
||||
|
|||||
7. |
Sole
Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
|||
|
|||||
|
11. |
Percent
of Class Represented by Amount in Row (9) |
|||
|
|||||
|
12. |
Type
of Reporting Person (See Instructions) |
|||
(1) The Reporting Person is a party to a Stockholders Agreement dated August 25, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote shares of New York & Company, Inc. to cause the authorized number of directors on the Board of Directors to be twelve directors.
6
This statement on Schedule 13G/A amends the joint Schedule 13G originally filed on February 11, 2005, as amended on February 13, 2006, February 13, 2007 and February 14, 2008. BSMB/NYCG LLC, John D. Howard, Robert J. Luzzi, Charlotte L. Neuville, Lara Crystal 2004 Trust, Jessica Crystal 2004 Trust, Ian Crystal 2004 Trust, and Meredith Cohen 2008 Trust (collectively, the Other SA Parties) continue to be parties to a Stockholders Agreement, dated August 25, 2004, as amended from time to time, pursuant to which they have agreed to vote shares of the Issuer to cause the authorized number of directors to be twelve. On November 1, 2008, Bear Stearns Merchant Banking, commonly known as BSMB, which was affiliated with Bear Stearns & Co., Inc., spun out into an independent firm and changed its name to Irving Place Capital. As a result, BSMB/NYCG LLC underwent a name change to IPC/NYCG LLC. With the exception of Robert J. Luzzi, who no longer owns shares of the Issuers Stock, the Other SA Parties are not amending the information relating to their holdings on this Schedule 13G/A because they have not changed their holdings since they were last reported on Amendment No. 2 to this Schedule 13G.
Item 1. |
||
|
(a) |
Name
of Issuer |
|
(b) |
Address
of Issuers Principal Executive Offices New York, New York 10001 |
|
||
Item 2. |
||
|
(a) |
Name
of Person Filing |
|
(b) |
Address
of Principal Business Office or, if none, Residence 450 West 33rd Street, 5th Floor New York, New York 10001 |
|
(c) |
Citizenship Ristau 2004 Family Trust and Heady Creek Trust are trusts organized in the state of New York. |
|
(d) |
Title
of Class of Securities |
|
(e) |
CUSIP
Number |
|
||
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
|
|
Not Applicable |
7
Item 4. |
Ownership |
||
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
|||
|
(a) |
Amount beneficially owned: The Reporting Persons along with the Other SA Parties beneficially own 35,013,204 shares of Stock of the Issuer in the aggregate, including restricted stock and options to purchase Stock of the Issuer. |
|
|
(b) |
Percent of class: The Reporting Persons along with the Other SA Parties beneficially own approximately 56.7% of the outstanding shares of Stock of the Issuer in the aggregate, based upon 61,779,126 shares of Stock, including restricted stock and options to purchase Stock of the Issuer owned by the Reporting Persons and the Other SA Parties. |
|
|
(c) |
Number of shares as to which the person has:
|
|
|
|
(i) |
Sole power to vote or to direct the vote See the responses to Item 5 on the attached cover pages. |
|
|
(ii) |
Shared power to vote or to direct the vote See the responses to Item 6 on the attached cover pages. |
|
|
(iii) |
Sole power to dispose or to direct the disposition of See the responses to Item 7 on the attached cover pages. |
|
|
(iv) |
Shared power to dispose or to direct the disposition of See the responses to Item 8 on the attached cover pages. |
|
|||
Item 5. |
Ownership of Five Percent or Less of a Class |
||
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. |
|||
|
|||
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
||
|
Not Applicable |
||
|
|||
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
||
|
Not Applicable |
||
|
|||
Item 8. |
Identification and Classification of Members of the Group |
||
|
Not Applicable |
||
|
|||
Item 9. |
Notice of Dissolution of Group |
||
|
Not Applicable |
8
Item 10. |
Certification |
|
Not Applicable to filings pursuant to Rule 13d-1(d). |
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2009 |
|
|
|
|
|
|
/s/ Richard P. Crystal |
|
|
Richard P. Crystal |
|
|
|
|
|
/s/ Ronald W. Ristau |
|
|
Ronald W. Ristau |
|
|
|
|
|
/s/ Steven M. Newman |
|
|
Steven M. Newman |
|
|
|
|
|
|
|
|
RISTAU 2004 FAMILY TRUST |
|
|
By: |
/s/ Nancy Nardi |
|
Name: Nancy Nardi |
|
|
Its: Trustee |
|
|
|
|
|
HEADY CREEK TRUST |
|
|
By: |
/s/ Nancy Nardi |
|
Name: Nancy Nardi |
|
|
Its: Trustee |
9
Index Exhibit
SCHEDULE 13G
Exhibit |
|
Exhibit Description |
99.1 |
|
Joint Filing Agreement |
10