0001193125-12-052508.txt : 20120210 0001193125-12-052508.hdr.sgml : 20120210 20120210160906 ACCESSION NUMBER: 0001193125-12-052508 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20120210 DATE AS OF CHANGE: 20120210 GROUP MEMBERS: NORTH RUN ADVISORS, LLC GROUP MEMBERS: NORTH RUN GP, LP GROUP MEMBERS: THOMAS B. ELLIS GROUP MEMBERS: TODD B. HAMMER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: New York & Company, Inc. CENTRAL INDEX KEY: 0001211351 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 331031445 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80433 FILM NUMBER: 12592978 BUSINESS ADDRESS: STREET 1: 450 WEST 33RD ST 5TH FL CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-884-2110 MAIL ADDRESS: STREET 1: 450 WEST 33RD ST 5TH FL CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: NY & CO GROUP INC DATE OF NAME CHANGE: 20021220 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH RUN CAPITAL, LP CENTRAL INDEX KEY: 0001212897 IRS NUMBER: 364504416 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: SUITE 2401 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617.310.6130 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: SUITE 2401 CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: NORTH RUN CAPITAL, L P DATE OF NAME CHANGE: 20070110 FORMER COMPANY: FORMER CONFORMED NAME: NORTH RUN CAPITAL L P DATE OF NAME CHANGE: 20030106 SC 13G/A 1 d298781dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G/A

(Rule 13d-102)

(Amendment No. 1)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

New York & Company, Inc.

(Name of Issuer)

 

 

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

649295102

(CUSIP Number)

 

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

 

 

 

1

CUSIP No. 649295102

      13G/A       Page 2 of 11

 

 

  1   

NAME OF REPORTING PERSONS

 

North Run Capital, LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨        (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

4,888,457**

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

4,888,457**

  9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,888,457**

10

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    ¨

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.9%**

12

  

TYPE OF REPORTING PERSON*

 

PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

2

CUSIP No. 649295102

      13G/A       Page 3 of 11

 

  1   

NAME OF REPORTING PERSONS

 

North Run GP, LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

4,888,457**

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

4,888,457**

  9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,888,457**

10

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    ¨

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.9%**

12

  

TYPE OF REPORTING PERSON*

 

PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

3

CUSIP No. 649295102

      13G/A       Page 4 of 11

 

  1   

NAME OF REPORTING PERSONS

 

North Run Advisors, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

4,888,457**

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

4,888,457**

  9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,888,457**

10

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    ¨

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.9%**

12

  

TYPE OF REPORTING PERSON*

 

OO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

4

CUSIP No. 649295102

      13G/A       Page 5 of 11

 

  1   

NAME OF REPORTING PERSONS

 

Todd B. Hammer

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

4,888,457**

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

4,888,457**

  9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,888,457**

10

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    ¨

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.9%**

12

  

TYPE OF REPORTING PERSON*

 

IN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

5

CUSIP No. 649295102

      13G/A       Page 6 of 11

 

  1   

NAME OF REPORTING PERSONS

 

Thomas B. Ellis

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

4,888,457**

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

4,888,457**

  9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,888,457**

10

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    ¨

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.9%**

12

  

TYPE OF REPORTING PERSON*

 

IN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

 

6

SCHEDULE 13G/A

This Amendment No. 1 to Schedule 13G (this “Schedule 13G”) is being filed on behalf of North Run Advisors, LLC, a Delaware limited liability company (“North Run”), North Run GP, LP, a Delaware limited partnership (the “GP”), North Run Capital, LP, a Delaware limited partnership (the “Investment Manager”), Todd B. Hammer and Thomas B. Ellis (collectively, the “Reporting Persons”). Todd B. Hammer and Thomas B. Ellis are the principals and sole members of North Run. North Run is the general partner of both the GP and the Investment Manager. The GP is the general partner of each of North Run Capital Partners, LP, a Delaware limited partnership (the “Fund”), North Run Qualified Partners, LP, a Delaware limited partnership (the “QP Fund”), and North Run Master Fund, LP, a Cayman Islands exempted limited partnership (the “Master Fund”). The Fund, the QP Fund and North Run Offshore Partners, Ltd., a Cayman Islands exempted company (the “Offshore Fund”), are also general partners of the Master Fund. This Schedule 13G relates to shares of Common Stock, par value $0.001 per share (the “Common Stock”), of New York & Company, Inc., a Delaware corporation (the “Issuer”), held by the Master Fund.

 

Item 4      Ownership.

 

  (a) North Run, the GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis may be deemed the beneficial owners of 4,888,457 shares of Common Stock.

 

  (b) North Run, the GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis may be deemed the beneficial owners of 7.9% of the outstanding shares of Common Stock. This percentage was determined by dividing 4,888,457 by 61,930,027, which is the number of shares of Common Stock outstanding as of November 25, 2011, according to the Issuer’s Form 10-Q filed on December 8, 2011 with the Securities and Exchange Commission.

 

  (c) North Run, the GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis have the shared power to vote and dispose of the 4,888,457 shares of Common Stock beneficially owned.

 

Item 10    Certification.

By signing below, each Reporting Person certifies that, to the best of such Reporting Persons’ knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Exhibits  Exhibit 24-1

Power of Attorney of Thomas B. Ellis, dated December 11, 2009.

 

7

Exhibit 24-2

Power of Attorney of Todd B. Hammer, dated December 11, 2009.

Exhibit 99-1

Joint Filing Agreement, dated February 10, 2012, between North Run, GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis.

 

8

SIGNATURE

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.

Date: February 10, 2012

 

NORTH RUN CAPITAL, LP

By:

   North Run Advisors, LLC
  its general partner

 

 

By:

  

*

    Name: Thomas B. Ellis
    Title: Member

 

 

and

  
 

By:

  

*

    Name: Todd B. Hammer
    Title: Member

 

NORTH RUN GP, LP

By:

   North Run Advisors, LLC
  its general partner

 

 

By:

  

*

    Name: Thomas B. Ellis
    Title: Member

 

 

and

  
 

By:

  

*

    Name: Todd B. Hammer
    Title: Member

 

9

 

NORTH RUN ADVISORS, LLC

By:

  

*

  Name: Thomas B. Ellis
  Title: Member

 

and

  

By:

  

*

  Name: Todd B. Hammer
  Title: Member

 

*

Thomas B. Ellis

 

*

Todd B. Hammer

 

* By

  

  /s/ SARAH L. FILION

  Sarah L. Filion, Attorney-in-Fact
 

Pursuant to Powers of Attorney filed as

exhibits hereto

 

10

EX-24.1 2 d298781dex241.htm POWER OF ATTORNEY OF THOMAS B. ELLIS Power of Attorney of Thomas B. Ellis

Exhibit 24-1

POWER OF ATTORNEY

I hereby constitute and appoint Sarah L. Filion, as my true and lawful attorney-in-fact to:

 

  (1) execute for and on my behalf, in my capacity as a member of North Run Advisors, LLC and in my individual capacity, statements of beneficial ownership required to be filed with the Securities and Exchange Commission on Schedule 13D and Schedule 13G, together with any amendments thereto and all joint filing agreements filed therewith, by North Run Capital, LP, North Run GP, LP, North Run Advisors, LLC, and me, individually, pursuant to Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder;

 

  (2) do and perform any and all acts for and on my behalf that may be necessary or desirable to complete and execute and timely file any such Schedule 13D or Schedule 13G, and any amendments thereto and other forms or agreements associated therewith, with the Securities and Exchange Commission and any stock exchange or similar authority; and

 

  (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be to my benefit, in my best interest, or that I am legally required to do, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

I hereby grant to such attorney-in-fact full power and authority to do and perform any and every act requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

This Power of Attorney shall remain in full force and effect until the persons identified in clause (1) above are no longer required to file statements of beneficial ownership on Schedule 13D and Schedule 13G, unless I earlier revoke it in a signed writing delivered to the attorney-in-fact.

IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed as of this 11th day of December, 2009.

 

/s/ THOMAS B. ELLIS

Signature

Thomas B. Ellis

Name (printed)
 EX-24.2 3 d298781dex242.htm POWER OF ATTORNEY OF TODD B. HAMMER Power of Attorney of Todd B. Hammer

Exhibit 24-2

POWER OF ATTORNEY

I hereby constitute and appoint Sarah L. Filion, as my true and lawful attorney-in-fact to:

 

  (1) execute for and on my behalf, in my capacity as a member of North Run Advisors, LLC and in my individual capacity, statements of beneficial ownership required to be filed with the Securities and Exchange Commission on Schedule 13D and Schedule 13G, together with any amendments thereto and all joint filing agreements filed therewith, by North Run Capital, LP, North Run GP, LP, North Run Advisors, LLC, and me, individually, pursuant to Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder;

 

  (2) do and perform any and all acts for and on my behalf that may be necessary or desirable to complete and execute and timely file any such Schedule 13D or Schedule 13G, and any amendments thereto and other forms or agreements associated therewith, with the Securities and Exchange Commission and any stock exchange or similar authority; and

 

  (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be to my benefit, in my best interest, or that I am legally required to do, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

I hereby grant to such attorney-in-fact full power and authority to do and perform any and every act requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

This Power of Attorney shall remain in full force and effect until the persons identified in clause (1) above are no longer required to file statements of beneficial ownership on Schedule 13D and Schedule 13G, unless I earlier revoke it in a signed writing delivered to the attorney-in-fact.

IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed as of this 11th day of December, 2009.

 

/s/ TODD B. HAMMER

Signature

Todd B. Hammer

Name (printed)
 EX-99.1 4 d298781dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 99-1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.001 per share (the “Common Stock”), of New York & Company, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 10, 2012.

 

NORTH RUN CAPITAL, LP

By:

   North Run Advisors, LLC
  its general partner

 

By:

  

*

  Name: Thomas B. Ellis
  Title: Member

 

and  

By:

  

*

  Name: Todd B. Hammer
  Title: Member

 

NORTH RUN GP, LP

By:

   North Run Advisors, LLC
  its general partner

 

By:

  

*

  Name: Thomas B. Ellis
  Title: Member

 

and

  

By:

  

*

  Name: Todd B. Hammer
  Title: Member

 

 

NORTH RUN ADVISORS, LLC

By:

  

*

  Name: Thomas B. Ellis
  Title: Member

 

and  

By:

  

*

  Name: Todd B. Hammer
  Title: Member

 

*

Thomas B. Ellis

 

*

Todd B. Hammer

 

*By

  

  /s/ SARAH L. FILION

 

Sarah L. Filion, Attorney-in-Fact Pursuant to

Powers of Attorney filed as exhibits hereto