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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D
(Rule 13d-101) |
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
R. Cabell Morris Jr., Esq.
Winston & Strawn LLP
35 W. Wacker Drive
Chicago, IL 60601
312-558-5609
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(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. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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 ("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).
* 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 (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. 007865108 |
SCHEDULE 13D |
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1 |
Name of Reporting Person Lemur LLC |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3 |
SEC Use Only |
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4 |
Source of Funds AF |
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6 |
Citizenship or Place of Organization Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power 0 |
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8 |
Shared Voting Power 6,250,000 |
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9 |
Sole Dispositive Power 0 |
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10 |
Shared Dispositive Power 6,250,000 |
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 6,250,000 |
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
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13 |
Percent of Class Represented by Amount in Row (11) 7.96% (1) |
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14 |
Type of Reporting Person OO |
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(1) Calculated based on 78,493,719 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of November 29, 2013, as reported in Aéropostale, Inc.s quarterly report on Form 10-Q for the quarterly period ended November 2, 2013.
2
CUSIP No. 007865108 |
SCHEDULE 13D |
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1 |
Name of Reporting Person SP Investment Holdings, L.P. |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3 |
SEC Use Only |
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4 |
Source of Funds AF |
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6 |
Citizenship or Place of Organization Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power 0 |
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8 |
Shared Voting Power 6,250,000 |
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9 |
Sole Dispositive Power 0 |
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10 |
Shared Dispositive Power 6,250,000 |
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 6,250,000 |
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
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13 |
Percent of Class Represented by Amount in Row (11) 7.96% (1) |
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14 |
Type of Reporting Person PN |
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(1) Calculated based on 78,493,719 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of November 29, 2013, as reported in Aéropostale, Inc.s quarterly report on Form 10-Q for the quarterly period ended November 2, 2013.
3
CUSIP No. 007865108 |
SCHEDULE 13D |
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1 |
Name of Reporting Person SP Investment Holdings Company |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3 |
SEC Use Only |
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4 |
Source of Funds AF |
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6 |
Citizenship or Place of Organization Cayman Islands |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power 0 |
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8 |
Shared Voting Power 6,250,000 |
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9 |
Sole Dispositive Power 0 |
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10 |
Shared Dispositive Power 6,250,000 |
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 6,250,000 |
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
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13 |
Percent of Class Represented by Amount in Row (11) 7.96% (1) |
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14 |
Type of Reporting Person OO |
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(1) Calculated based on 78,493,719 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of November 29, 2013, as reported in Aéropostale, Inc.s quarterly report on Form 10-Q for the quarterly period ended November 2, 2013.
4
CUSIP No. 007865108 |
SCHEDULE 13D |
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1 |
Name of Reporting Person Sycamore Partners (AIV), L.P. |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3 |
SEC Use Only |
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Source of Funds OO |
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6 |
Citizenship or Place of Organization Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power 0 |
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8 |
Shared Voting Power 6,250,000 |
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9 |
Sole Dispositive Power 0 |
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10 |
Shared Dispositive Power 6,250,000 |
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 6,250,000 |
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
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13 |
Percent of Class Represented by Amount in Row (11) 7.96% (1) |
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14 |
Type of Reporting Person PN |
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(1) Calculated based on 78,493,719 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of November 29, 2013, as reported in Aéropostale, Inc.s quarterly report on Form 10-Q for the quarterly period ended November 2, 2013.
5
CUSIP No. 007865108 |
SCHEDULE 13D |
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1 |
Name of Reporting Person Sycamore Partners UBIT (AIV), L.P. |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3 |
SEC Use Only |
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Source of Funds OO |
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6 |
Citizenship or Place of Organization Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power 0 |
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8 |
Shared Voting Power 6,250,000 |
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9 |
Sole Dispositive Power 0 |
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10 |
Shared Dispositive Power 6,250,000 |
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 6,250,000 |
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
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13 |
Percent of Class Represented by Amount in Row (11) 7.96% (1) |
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14 |
Type of Reporting Person PN |
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(1) Calculated based on 78,493,719 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of November 29, 2013, as reported in Aéropostale, Inc.s quarterly report on Form 10-Q for the quarterly period ended November 2, 2013.
6
CUSIP No. 007865108 |
SCHEDULE 13D |
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1 |
Name of Reporting Person Sycamore Partners ECI (AIV), L.P. |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3 |
SEC Use Only |
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4 |
Source of Funds OO |
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6 |
Citizenship or Place of Organization Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power 0 |
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8 |
Shared Voting Power 6,250,000 |
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9 |
Sole Dispositive Power 0 |
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10 |
Shared Dispositive Power 6,250,000 |
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 6,250,000 |
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
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13 |
Percent of Class Represented by Amount in Row (11) 7.96% (1) |
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14 |
Type of Reporting Person PN |
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(1) Calculated based on 78,493,719 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of November 29, 2013, as reported in Aéropostale, Inc.s quarterly report on Form 10-Q for the quarterly period ended November 2, 2013.
7
CUSIP No. 007865108 |
SCHEDULE 13D |
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1 |
Name of Reporting Person Sycamore Partners GP, L.L.C. |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3 |
SEC Use Only |
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4 |
Source of Funds NA |
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6 |
Citizenship or Place of Organization Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power 0 |
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8 |
Shared Voting Power 6,250,000 |
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9 |
Sole Dispositive Power 0 |
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10 |
Shared Dispositive Power 6,250,000 |
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 6,250,000 |
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
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13 |
Percent of Class Represented by Amount in Row (11) 7.96% (1) |
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14 |
Type of Reporting Person OO |
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(1) Calculated based on 78,493,719 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of November 29, 2013, as reported in Aéropostale, Inc.s quarterly report on Form 10-Q for the quarterly period ended November 2, 2013.
8
CUSIP No. 007865108 |
SCHEDULE 13D |
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1 |
Name of Reporting Person Sycamore Partners MM, L.L.C. |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3 |
SEC Use Only |
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4 |
Source of Funds NA |
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6 |
Citizenship or Place of Organization Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power 0 |
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8 |
Shared Voting Power 6,250,000 |
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9 |
Sole Dispositive Power 0 |
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10 |
Shared Dispositive Power 6,250,000 |
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 6,250,000 |
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
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13 |
Percent of Class Represented by Amount in Row (11) 7.96% (1) |
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14 |
Type of Reporting Person OO |
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(1) Calculated based on 78,493,719 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of November 29, 2013, as reported in Aéropostale, Inc.s quarterly report on Form 10-Q for the quarterly period ended November 2, 2013.
9
CUSIP No. 007865108 |
SCHEDULE 13D |
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1 |
Name of Reporting Person Stefan L. Kaluzny |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3 |
SEC Use Only |
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4 |
Source of Funds NA |
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6 |
Citizenship or Place of Organization United States |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power 0 |
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8 |
Shared Voting Power 6,250,000 |
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9 |
Sole Dispositive Power 0 |
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10 |
Shared Dispositive Power 6,250,000 |
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 6,250,000 |
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
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13 |
Percent of Class Represented by Amount in Row (11) 7.96% (1) |
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14 |
Type of Reporting Person IN |
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(1) Calculated based on 78,493,719 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of November 29, 2013, as reported in Aéropostale, Inc.s quarterly report on Form 10-Q for the quarterly period ended November 2, 2013.
10
CUSIP No. 007865108 |
SCHEDULE 13D |
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Item 1. Security and Issuer
This statement constitutes Amendment No. 2 to the Schedule 13D relating to the common stock, par value $0.01 per share (the Common Stock), of Aéropostale, Inc., a Delaware corporation (the Issuer) and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on September 17, 2013 (the Initial Schedule 13D) and Amendment No. 1 to the Initial Schedule 13D filed on October 11, 2013. The principal executive offices of the Issuer are located 112 W. 34th Street, New York, New York 10120.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is hereby amended by adding the following:
As part of certain proposed loan and sourcing arrangements between the Issuer and certain affiliates of the Reporting Persons (Sycamore Affiliates) announced by the Issuer on March 13, 2014, the Issuer has agreed to issue to Sycamore Affiliates convertible preferred stock that would give Sycamore Affiliates the right to acquire up to 5.0% of the Issuers Common Stock at a conversion price of $7.25, the closing price of Common Stock as of March 12, 2014. Combined with the Reporting Persons current ownership of the Issuers outstanding Common Stock, upon the issuance of the convertible preferred stock, the Reporting Persons ownership on an as converted basis would increase to approximately 12.3% of the Issuers outstanding Common Stock.
In addition, the Issuer has agreed to provide Sycamore Affiliates the right to appoint two directors to the Issuers Board of Directors following the closing of this transaction. One of the two Board appointees is anticipated to be Stefan Kaluzny, a managing director at Sycamore Partners. In addition, a third independent member would be appointed to the Issuer board upon the mutual agreement of the Issuer and Sycamore Affiliates.
The foregoing arrangements are subject to customary conditions, including the requirement that the parties negotiate and execute definitive documentation. There can be no assurance that the conditions will be satisfied or, if so, when.
The Issuer released a press release regarding the foregoing arrangements on March 13, 2014.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended by amending and restating the first and second paragraphs as follows:
(a), (b) Based upon the Issuers quarterly report on Form 10-Q for the quarterly period ended November 29, 2013, there were 78,493,719 shares of the Common Stock outstanding as of November 2, 2013.
Based on the foregoing, as of March 13, 2014, the Reporting Persons collectively may be deemed to beneficially own 6,250,000 shares of the Common Stock, which represents approximately 7.96% of the shares of the Common Stock issued and outstanding. Such 6,250,000 shares of the Common Stock (the Subject Shares) are directly owned by Lemur.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended and restated as follows:
The information provided in Item 4 is incorporated by reference to this Item 6.
Item 7. Material to be Filed as Exhibits
Item 7 is hereby amended by adding the following:
99.3 Press release issued by Aéropostale, Inc. on March 13, 2014.
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CUSIP No. 007865108 |
SCHEDULE 13D |
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SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: March 13, 2014
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LEMUR LLC |
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By: |
SP Investment Holdings L.P. |
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its Managing Member |
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By: |
Sycamore Partners GP, L.L.C. |
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its General Partner |
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By: |
Sycamore Partners MM, L.L.C. |
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its Managing Member |
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By: |
/s/ Stefan L. Kaluzny |
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Stefan L. Kaluzny |
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Managing Member |
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SP INVESTMENT HOLDINGS L.P. |
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By: |
Sycamore Partners GP, L.L.C. |
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its General Partner |
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By: |
Sycamore Partners MM, L.L.C. |
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its Managing Member |
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By: |
/s/ Stefan L. Kaluzny |
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Stefan L. Kaluzny |
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Managing Member |
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SP INVESTMENT HOLDINGS COMPANY |
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By: |
/s/ Stefan L. Kaluzny |
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Stefan L. Kaluzny |
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its Sole Director |
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SYCAMORE PARTNERS (AIV), L.P. |
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By: |
Sycamore Partners GP, L.L.C. |
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its General Partner |
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By: |
Sycamore Partners MM, L.L.C. |
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its Managing Member |
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By: |
/s/ Stefan L. Kaluzny |
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Stefan L. Kaluzny |
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Managing Member |
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SYCAMORE PARTNERS UBIT (AIV), L.P. |
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By: |
Sycamore Partners GP, L.L.C. |
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its General Partner |
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By: |
Sycamore Partners MM, L.L.C. |
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its Managing Member |
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By: |
/s/ Stefan L. Kaluzny |
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Stefan L. Kaluzny |
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Managing Member |
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SYCAMORE PARTNERS ECI (AIV), L.P. |
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By: |
Sycamore Partners GP, L.L.C. |
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its General Partner |
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By: |
Sycamore Partners MM, L.L.C. |
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its Managing Member |
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By: |
/s/ Stefan L. Kaluzny |
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Stefan L. Kaluzny |
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Managing Member |
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SYCAMORE PARTNERS GP, L.L.C. |
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By: |
Sycamore Partners MM, L.L.C. |
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its Managing Member |
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By: |
/s/ Stefan L. Kaluzny |
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Stefan L. Kaluzny |
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Managing Member |
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SYCAMORE PARTNERS MM, L.L.C. |
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By: |
/s/ Stefan L. Kaluzny |
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Stefan L. Kaluzny |
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Managing Member |
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/s/ Stefan L. Kaluzny |
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STEFAN L. KALUZNY |
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