-----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, LJ9FlyWqtQ0QP94ooiAO0LBq+SiIMdP/lS/a0qKcJbvpjWxW1syqs0wyTvVHrP/h sbB8rNHrB3UvmHCaO8EgPA== 0000902664-07-002114.txt : 20070627 0000902664-07-002114.hdr.sgml : 20070627 20070627082144 ACCESSION NUMBER: 0000902664-07-002114 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070627 DATE AS OF CHANGE: 20070627 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 1 800 FLOWERS COM INC CENTRAL INDEX KEY: 0001084869 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 113117311 STATE OF INCORPORATION: DE FISCAL YEAR END: 0627 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-57695 FILM NUMBER: 07942551 BUSINESS ADDRESS: STREET 1: 1600 STEWART AVE CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: 5162376000 MAIL ADDRESS: STREET 1: ONE OLD COUNTRY ROAD STREET 2: SUITE 500 CITY: CARLE PLACE STATE: NY ZIP: 11514 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RLR Capital Partners, LP CENTRAL INDEX KEY: 0001366148 IRS NUMBER: 861142470 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-903-2710 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 sc13d.txt 1-800-FLOWERS.COM, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- SCHEDULE 13D (Rule 13d-102) 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. ________)* 1-800-FLOWERS.COM, INC. ------------------------------------------------------------------------------ (Name of Issuer) Class A Common Stock, par value $0.01 per share ------------------------------------------------------------------------------ (Title of Class of Securities) 68243Q106 ------------------------------------------------------------------------------ (CUSIP Number) Mr. Robert L. Rosen RLR Capital Partners, LP 152 West 57th Street, 21st Floor New York, NY 10019 (212) 903-2700 With a copy to: Marc Weingarten, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 22, 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 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 9 Pages) - -------------------------- * 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). (Page 2 of 9 Pages) - ----------------------------------------------------------------------------- CUSIP NO. 68243Q106 SCHEDULE 13D PAGE 3 OF 9 PAGES - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RLR Capital Partners, LP - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] Not Applicable - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- - ----------------------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,307,000 OWNED BY ------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,307,000 - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,307,000 - ----------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA - ----------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------------------------------------------------------------- CUSIP NO. 68243Q106 SCHEDULE 13D PAGE 4 OF 9 PAGES - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert L. Rosen - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ----------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- - ----------------------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,307,000 OWNED BY ------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,307,000 - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,307,000 - ----------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------------------------------------------------------------- CUSIP NO. 68243Q106 SCHEDULE 13D PAGE 5 OF 9 PAGES - ----------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of Class A Common Stock, par value $0.01 per share (the "Class A Shares"), of 1-800-Flowers.com, Inc. (the "Issuer"). The principal executive office of the Issuer is located at One Old Country Road, Carle Place, New York 11514. ITEM 2. IDENTITY AND BACKGROUND (a) The person filing this statement is RLR Capital Partners, LP, a New York limited partnership ("RLR"). RLR's principal business is to serve as the investment manager of funds and/or accounts, including RLR Focus Master Fund, LP, a limited partnership formed under the laws of the Cayman Islands (the "Fund") and the holder of the Class A Shares set forth in this Schedule 13D. RLR Capital Partners GP, LLC, a New York limited liability company ("Manager"), is the sole general partner of RLR, and serving in such capacity is its principal business. Mr. Robert L. Rosen (together with Manager, RLR and the Fund, the "Reporting Persons") is the managing member of the Manager, and serving in such capacity is his present principal occupation or employment. The Reporting Persons have their principal business and office addresses at 152 West 57th Street, 21st Floor New York, New York 10019. (d) None of the Reporting Persons has ever been convicted in any criminal proceeding. (e) None of the Reporting Persons has ever been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which it or he was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Mr. Rosen is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION All of the funds used to purchase the Class A Shares described in this Schedule 13D came from the working capital of the Fund. A total of approximately $8.2 million was paid to acquire such Class A Shares. - ----------------------------------------------------------------------------- CUSIP NO. 68243Q106 SCHEDULE 13D PAGE 6 OF 9 PAGES - ----------------------------------------------------------------------------- ITEM 4. PURPOSE OF TRANSACTION The Fund originally acquired Class A Shares for investment in the ordinary course of business because the Reporting Persons believed that the Class A Shares, when purchased, were substantially undervalued and represented an attractive investment opportunity. The Reporting Persons have had, and expect to continue to have, discussions with the Issuer's management regarding the Issuer's business and prospects. On June 27, 2007, the Reporting Persons sent a letter to the Issuer expressing their current support for the Issuer's management and the initiatives management has undertaken. A copy of the letter is attached hereto as Exhibit 1 and is incorporated herein by reference. Except as set forth herein or as would occur upon completion of any of the actions discussed herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend to review the Fund's investment in the Issuer on a continuing basis and may engage in discussions with management, the Board of Directors, other stockholders of the Issuer and other relevant parties concerning the business, operations, governance, management, strategy and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, the outcome of the discussions referenced above, actions taken by the Board of Directors, price levels of the Class A Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to the Fund's investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Class A Shares or selling some or all of the Class A Shares held by the Fund, engaging in short selling of or any hedging or similar transactions with respect to the Class A Shares and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The Reporting Persons beneficially own 1,307,000 Class A Shares, constituting approximately 5.1% of the Class A Shares outstanding. The aggregate percentage of Class A Shares beneficially owned by the Reporting Persons is based upon 25,626,396 Class A Shares outstanding, which is the total number of Class A Shares outstanding as of May 3, 2007 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11, 2007. (b) RLR and Mr. Rosen share power to vote and direct the disposition of all of the Class A Shares held by the Fund. Thus, as of March 15, 2007, the Reporting Persons may be deemed to beneficially own 1,307,000 Class A Shares, or 5.1% of the Class A Shares deemed issued and outstanding as of that date. (c) The following transactions in the Class A Shares were effected by the Reporting Persons during the past 60 days, each of which was effected in open market transactions. - ----------------------------------------------------------------------------- CUSIP NO. 68243Q106 SCHEDULE 13D PAGE 7 OF 9 PAGES - ----------------------------------------------------------------------------- RLR Focus Master Fund, LP Trade Date Shares Purchased (Sold) Price per Share ($) - ------------- ----------------------- ------------------- 04/30/2007 5,000.00 8.04 04/30/2007 30,000.00 8.04 05/01/2007 17,500.00 7.95 05/03/2007 7,600.00 8.02 05/04/2007 19,000.00 8.00 05/10/2007 5,000.00 8.02 05/11/2007 163.00 8.02 05/14/2007 12,500.00 8.03 05/15/2007 1,000.00 7.97 05/15/2007 25,000.00 7.89 05/16/2007 10,000.00 7.76 05/17/2007 3,000.00 7.84 06/05/2007 5,000.00 9.00 06/06/2007 5,000.00 8.93 06/07/2007 12,500.00 8.97 06/08/2007 3,100.00 8.94 06/12/2007 712.00 9.00 06/14/2007 10,000.00 9.19 06/14/2007 2,500.00 9.16 06/15/2007 3,183.00 9.22 06/18/2007 12,100.00 9.23 06/19/2007 5,300.00 9.15 06/20/2007 20,000.00 9.18 06/21/2007 20,000.00 8.98 06/22/2007 36,400.00 8.90 (d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Class A Shares. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Except as otherwise set forth herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Letter from the Reporting Persons to the Issuer, dated June 27, 2007 - ----------------------------------------------------------------------------- CUSIP NO. 68243Q106 SCHEDULE 13D PAGE 8 OF 9 PAGES - ----------------------------------------------------------------------------- SIGNATURES 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. Dated: June 27, 2007 /s/ Robert L. Rosen ------------------------------ Robert L. Rosen, in his capacity as the managing member of RLR Capital Partners GP, LLC, the sole general partner of RLR Capital Partners, LP /s/ Robert L. Rosen ------------------------------ Robert L. Rosen - ----------------------------------------------------------------------------- CUSIP NO. 68243Q106 SCHEDULE 13D PAGE 9 OF 9 PAGES - ----------------------------------------------------------------------------- EXHIBIT INDEX 1. Letter from the Reporting Persons to the Issuer, dated June 27, 2007 EX-99 2 exhibit.txt EXHIBIT June 27, 2007 Mr. James F. McCann, Chairman/CEO 1-800-Flowers.com, Inc. One Old Country Road Carle Place, NY 11514 Dear Jim: Over the past year, my colleagues and I have had the opportunity to meet with you and other members of your management team on numerous occasions. During this time, we have gained an increasing appreciation for the significant value that you are creating by transforming the business and for the increased transparency that you have provided investors. We have grown our position accordingly and, as of June 22, 2007, RLR Capital Partners, LP and RLR Focus Master Fund, LP, beneficially own 1,307,000 Class A shares of 1-800-Flowers.com, Inc. in the aggregate, which represents approximately 5.1% of the outstanding Class A shares. We have been impressed by the successful launch, highly profitable growth and market positioning of BloomNet, your wire service business. We believe that your acquisition of Fannie May Confections last year is truly a transformative deal and are excited by the strength of the brand, the management team and the manufacturing footprint that come with it. Further, we see Fannie May as a strong complement to your other Gourmet Food and Gift Baskets brands and know that you are in the early innings of leveraging the online sales and marketing expertise honed at your consumer floral business across all of the Gourmet Food and Gift Baskets brands. We are encouraged by your extensive enterprise-wide cost-cutting initiatives and the prospects for resultant higher margin growth. Lastly, we are supportive of your efforts to re-examine the Home and Children's Group segment, given its lower margin, lower growth profile. We are appreciative of the time that you and your team have spent talking with us about the business and look forward to continuing our dialogue. As your free cash flow builds over the coming months and years, you will have capital structure and allocation opportunities. We remain confident that you will continue to pursue those opportunities which will most greatly enhance shareholder value. We look forward to meeting with you again soon. Very truly yours, Robert L. Rosen -----END PRIVACY-ENHANCED MESSAGE-----