-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BRwST2nWEQ37IEru8C3r0FZaebJPLFuUFCq5awEG0pHNO4zpEoBv1bIi/eCidILp YSdesgDNJNeGQwNthgPCJg== 0001169232-07-002302.txt : 20070511 0001169232-07-002302.hdr.sgml : 20070511 20070511171736 ACCESSION NUMBER: 0001169232-07-002302 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070511 DATE AS OF CHANGE: 20070511 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FACTORY CARD & PARTY OUTLET CORP CENTRAL INDEX KEY: 0001024441 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 363652087 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49243 FILM NUMBER: 07843307 BUSINESS ADDRESS: STREET 1: 2727 DIEHL RD CITY: NAPERVILLE STATE: IL ZIP: 60563 BUSINESS PHONE: 6305792000 MAIL ADDRESS: STREET 1: 745 BIRGINAL DRIVE CITY: BENSENVILLE STATE: IL ZIP: 60106 FORMER COMPANY: FORMER CONFORMED NAME: FACTORY CARD OUTLET CORP DATE OF NAME CHANGE: 19961008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRAMER ROSENTHAL MCGLYNN LLC CENTRAL INDEX KEY: 0000820743 IRS NUMBER: 133156718 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 520 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124150474 MAIL ADDRESS: STREET 1: 520 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: CRAMER ROSENTHAL MCGLYNN INC DATE OF NAME CHANGE: 19980601 SC 13D/A 1 d71951_sc13da.txt AMENDMENT TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 4) Factory Card & Party Outlet Corp (Name of Issuer) COMMON STOCK ($.001 par value) (Title of Class of Securities) 303051106 (CUSIP Number) Steven Yadegari, General Counsel, CRM, LLC 520 Madison Ave. New York, NY 10022 Ph# (212) 326-5334 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 11, 2007 (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 |_|. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (1) 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 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. 303051106 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Cramer Rosenthal McGlynn, LLC 13-3156718 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer This Statement relates to the shares of Common Stock ("Common Stock") of Factory Card & Party Outlet Corp. (the "Company"), a corporation organized under the laws of the State of Delaware. The principal executive offices of the Company are located at 2727 Diehl Road Naperville, IL 60563 Item 2. Identity and Background (a) Pursuant to Rule 13-d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Schedule 13D is being filed by Cramer Rosenthal McGlynn, LLC, a Delaware limited liability company ("CRM LLC"), on behalf of the client accounts it manages. (b)-(c) Cramer Rosenthal McGlynn, LLC CRM LLC is a limited liability company that provides investment management services and is registered as an investment advisor under the Investment Advisors Act of 1940, as amended. The majority member of CRM LLC is Cramer Rosenthal McGlynn, Inc. ("CRM Inc."), a New York corporation. The principal business address of CRM LLC is 520 Madison Ave. New York, NY 10022. Its telephone number is (212) 838-3830. The name, business address and present principal occupation or employment of each of the executive officers, directors and controlling shareholders of CRM LLC and CRM Inc. is set forth on Schedule I annexed hereto which is incorporated herein by reference. Item 3. Source and Amount of Funds or Other Consideration. The source of funds for CRM LLC was the personal funds or working capital of the clients to whom CRM, LLC provides discretionary investment management services (the "Advisory Clients"). The total cost of the reported shares of Common Stock beneficially owned by CRM LLC, including those of its clients is $0 Item 4. The Reporting Person is filing an amended 13D to report that it has divested its entire position in Factory Card Party Outlet. As of the date of this filing, the ownership in Factory Card Party Outlet has decreased from 6% to 0%. The Reporting Person acquired all of the shares of Common Stock in the ordinary course of business for investment purposes. Except as set forth above, the Reporting Person currently does not have any plans or proposals that relate to or that would result in actions or transactions relating to the Company. Item 5. Interest in Securities of the Issuer. (a) The aggregate percentage of the outstanding Common Stock of the Company reported owned is based upon 3,352,952 shares of Common Stock of the Company outstanding, as reported in the Company's quarterly report on Form 10-K for the quarter ended March 31,2007. As investment manager for the Advisory Clients CRM LLC may be deemed to beneficially own the aggregate 0 shares held by the Advisory Clients. Such shares represent approximately 0% of the outstanding Common Stock of the Company. (b) By virtue of CRM LLC's position as investment manager for the Advisory Clients, CRM LLC may be deemed to possess the sole power to vote and dispose of the shares of Common Stock held by the Advisory Clients. Pursuant to Rule 13d-4 promulgated under the Exchange Act, the filing of this Statement on Schedule 13D shall not be construed as an admission by CRM LLC that it is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any of the shares of Common Stock held by the Advisory Clients. (c) CRM, LLC has not purchased on behalf of its Advisory Clients any shares of the Company's Common Stock on the open market since its last filing, dated February 14,2007. However, CRM has sold the following shares on behalf of its Advisory Clients on the open markets: Date Shares Average Price 05/03/2007 29,790 $12.23 05/03/2007 300 $12.28 05/08/2007 34,700 $12.27 05/09/2007 3,000 $12.00 05/11/2007 121,700 $11.96 05/11/2007 11,500 $12.00 (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuers None. Item 7. Material to be Filed as Exhibits None. SIGNATURE After reasonable inquiry, and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 11, 2007 CRAMER ROSENTHAL MCGLYNN, LLC By: /s/ Steven Yadegari --------------------------- Name: Steven Yadegari Title: General Counsel CRAMER ROSENTHAL MCGLYNN, LLC Schedule I Executive Officers and Directors CRAMER ROSENTHAL MCGLYNN, LLC The name and present principal occupation or employment of each of the executive officers and directors of CRM LLC is set forth below. The business address of each such person is 520 Madison Ave. New York, NY 10022 Name Present Principal Occupation and Employment Ronald H. McGlynn Chairman and CEO Jay B. Abramson President and Chief Investment Officer Christopher Barnett Executive Vice President and Director or Marketing Carlos Leal Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----