SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 5)*
Syms Corp
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(Name of Issuer)
Common Stock, par value $0.05 per share
--------------------------------------
(Title of Class of Securities)
871551107
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(CUSIP Number)
Marcy Syms
c/o Syms Corp
Syms Way
Secaucus, New Jersey 07094
(201) 902-9600
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 28, 2003
-----------------
(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 is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ]
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on 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 (the "Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act (however, see the Notes).
SCHEDULE 13D
CUSIP NO. 871551107 Page 2 of 6
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Sy Syms
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 SOURCE OF FUNDS
OO
_____________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
_____________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,046,383
______________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
______________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,046,383
______________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
_____________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,046,383
_____________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
_____________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.2%
_____________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
SCHEDULE 13D
CUSIP NO. 871551107 Page 3 of 6
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
The Sy Syms Revocable Living Trust
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 SOURCE OF FUNDS
OO
_____________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
_____________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,046,383
______________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
______________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,046,383
______________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
_____________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,046,383
_____________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
_____________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.2%
_____________________________________________________________________________
14 TYPE OF REPORTING PERSON
OO
_____________________________________________________________________________
SCHEDULE 13D
CUSIP NO. 871551107 Page 4 of 6
Item 1 Security and Issuer.
-------------------
Item 1 of the Statement is hereby amended and supplemented by adding
the following:
This Amendment No. 5 to the Schedule 13D amends the Schedule 13D filed
on August 30, 1995, as amended by Amendment No. 1 to the Schedule 13D,
dated October 30, 1995, as amended by Amendment No. 2 to the Schedule
13D, dated January 5, 1996, as amended by Amendment No. 3 to the
Schedule 13D, dated December 31, 1996, as amended by Amendment No. 4
to the Schedule 13D, dated April 11, 2000 (the "Statement"), in
connection with the ownership of the Common Stock, $0.05 par value per
share (the "Common Stock"), of Syms Corp, a New Jersey corporation
(the "Company"), with its principal executive offices at Syms Way,
Secaucus, New Jersey 07094. Other than as set forth below, to the best
knowledge of Sy Syms and The Sy Syms Revocable Living Trust, there has
been no material change in the information set forth in response to
Items 2 and 6 of the Statement, as amended. Accordingly, those
Items are omitted from this Amendment No. 5.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Item 3 of the Statement is hereby amended and supplemented by adding
the following:
In exchange for the transfer by Stanley Blacker, Inc. ("Stanley
Blacker") to the Company of all of the assets of Stanley Blacker, the
Company, among other things, issued to Stanley Blacker 44,138 shares
of the Company's Common Stock, which shares were distributed on
May 1, 2002 by Stanley Blacker to its sole shareholder, The Sy
Syms Revocable Living Trust. The transaction is described in greater
detail in Item 4 hereof.
Item 4. Purpose of Transaction.
----------------------
Item 4 of the Statement is hereby amended and supplemented by adding
the following:
Pursuant to the terms of an Agreement and Plan of Reorganization,
dated as of May 1, 2002 (the "Agreement"), between Stanley Blacker and
the Company, the Company acquired all of the assets of Stanley
Blacker. In exchange for the transfer by Stanley Blacker to the
Company of all of the assets of Stanley Blacker, the Company (i)
issued 44,138 shares of the Company's Common Stock in the name of
Stanley Blacker, (ii) paid to Stanley Blacker $250,000 and (iii)
assumed a note payable by Stanley Blacker to Fleet National Bank in
the principal amount of $1,655,000 together with interest thereon of
approximately $11,355.14, which note was paid in full by the Company.
On May 1, 2002, Stanley Blacker distributed to its sole shareholder,
The Sy Syms Revocable Living Trust, the 44,138 shares of the Company's
Common Stock. A copy of the Agreement was filed as Exhibit 10.46 to
the Company's annual report on Form 10-K, filed on May 23, 2002, and
such Agreement is incorporated by reference herein.
On February 28, 2003, Mr. Syms transferred to Laura Merns 229,262
shares of the Company's Common Stock held in trust by Mr. Syms for the
benefit of Laura Merns.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 of the Statement is hereby amended and supplemented by adding
the following:
5(a) Based on 15,440,478 shares of the Company's Common Stock
outstanding as of May 5, 2003 (as set forth in the Company's Annual
Report on Form 10-K for the fiscal year ended March 1, 2003), the
reporting persons beneficially own 6,046,383 shares of the
SCHEDULE 13D
CUSIP NO. 871551107 Page 5 of 6
Company's Common Stock representing 39.2% of the issued and
outstanding shares of the Company's Common Stock.
5(b) Of such 6,046,383 shares of Common Stock, (i) 6,046,283 shares
are held by the Sy Syms Revocable Living Trust, of which Mr. Syms has
the sole voting and dispositive power over such Common Stock, and (ii)
100 shares are held by Sy Syms as custodian for Jillian E. Merns.
5(c) Not applicable.
5(d) Not applicable.
5(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Agreement and Plan of Reorganization, dated as of May 1, 2002, between
Stanley Blacker, Inc. and Syms Corp (previously filed as an exhibit to
Syms Corp's Form 10-K for the fiscal year ended March 2, 2002).
SCHEDULE 13D
CUSIP NO. 871551107 Page 6 of 6
Signatures
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Sy Syms
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Sy Syms
/s/ Sy Syms
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Sy Syms, trustee under The Sy Syms
Revocable Living Trust, dated
March 27, 1989, as amended
Dated: June 26, 2003