SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

LEDER MARC J

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2003

3. Issuer Name and Ticker or Trading Symbol
ONE PRICE CLOTHING STORES INC [ OTC: ONPR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,014,159⁽¹⁾	I	See footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	08/08/1988⁽²⁾	08/08/1988⁽²⁾	Common Stock	11,719,227⁽²⁾	0⁽²⁾	I	See footnote⁽¹⁾
Stock Purchase Warrant	08/08/1988⁽³⁾	06/27/2013	Common Stock	0⁽³⁾	0⁽³⁾	I	See footnote⁽¹⁾

Explanation of Responses:

1. Marc J. Leder ("Leder") and Rodger R. Krouse ("Krouse") each currently serve as a director of the Issuer. In addition, Leder and Krouse each own 50% of the membership interests in Sun Capital Partners III, LLC ("Sun Partners III LLC"), which in turn is the general and managing partner of Sun Capital Advisors III, LP ("Sun Advisors III"), which in turn is the general partner of Sun Capital Partners III, LP ("Sun Partners III LP") and Sun Capital Partners III QP, LP ("Sun Partners III QP LP"). Together, Sun Partners III LP and Sun Partners III QP LP own all of the membership interests in Sun One Price, LLC ("Sun One Price"). As a result, Leder, Krouse, Sun Partners III LLC, Sun Advisors III, Sun Partners III LP and Sun Partners III QP LP may be deemed to have indirect beneficial ownership of the 5,014,159 shares of Common Stock, the shares of Series A Preferred Stock that are convertible into 11,719,227 shares of Common Stock and the Stock Purchase Warrant pursuant to which Sun One Price may purchase up to an aggregate of 6,275,682 shares of Common Stock owned directly by Sun One Price. Leder, Krouse, Sun Partners III LLC, Sun Advisors III, Sun Partners III LP and Sun Partners III QP LP each expressly disclaims beneficial ownership of any shares of Common Stock in which they do not have a pecuniary interest.

2. Each share of Series A Preferred Stock will be automatically converted into fully-paid and nonassessable shares of Common Stock immediately upon the effectiveness of an amendment to the Issuer's Articles of Incorporation which has the effect of increasing the number of shares of Common Stock that the Issuer is authorized to issue to a number sufficient to provide for the issuance of shares of Common Stock upon conversion of all of the then issued and outstanding shares of Series A Preferred Stock.

3. Pursuant to the terms of the Stock Purchase Warrant, Sun One Price may purchase up to an aggregate of 6,275,682 shares of Common Stock over a term of 10 years at prices ranging from $0.01 to $22.20 per share, with a weighted average price of $2.35 per share. The Stock Purchase Warrant is exercisable only after warrants, options or other conversion rights that were issued and outstanding immediately prior to June 27, 2003 and that are exercisable for shares of Common Stock (the "Pre-Closing Options") have been exercised. After such time as any Pre-Closing Options have been exercised, Sun One Price has the right to purchase 5.67 times .9795 times the number of shares of Common Stock exercised by the holder of a Pre-Closing Option at the exercise price associated with such Pre-Closing Option. The Sun One Price Warrant is intended to maintain Sun One Price's approximately 85% ownership of all outstanding Common Stock in the event Pre-Closing Options are exercised.

	/s/ Marc J. Leder	06/27/2003
	** Signature of Reporting Person	Date
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