0001104659-10-006922.txt : 20100212 0001104659-10-006922.hdr.sgml : 20100212 20100212162936 ACCESSION NUMBER: 0001104659-10-006922 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100212 DATE AS OF CHANGE: 20100212 GROUP MEMBERS: HEADY CREEK TRUST GROUP MEMBERS: RONALD W. RISTAU GROUP MEMBERS: STEVEN M. NEWMAN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Crystal Richard P CENTRAL INDEX KEY: 0001299924 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 450 WEST 33RD STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 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: 10599878 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 SC 13G/A 1 a10-3684_1sc13ga.htm SC 13G/A

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

SCHEDULE 13G

(Rule 13d-102)

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(b)

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

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, 2009

(Date of Event Which Requires Filing of this Statement)

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

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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. 649295102

	1.	Names of Reporting Persons. Richard P. Crystal (1)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	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 1,997,104(2)

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 1,997,104(2)

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,997,104(2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 3.3%

	12.	Type of Reporting Person (See Instructions) IN

(1) The Reporting Person is a party to a Stockholders’ Agreement dated August 25, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote shares of New York & Company, Inc. to cause the authorized number of directors on the Board of Directors to be twelve directors.

(2) Includes 673,389 shares of common stock, as well as 1,308,715 shares of common stock currently issuable upon exercise of options and 15,000 shares of restricted stock. Does not include shares owned by the Lara Crystal 2004 Trust, Jessica Crystal 2004 Trust, Ian Crystal 2004 Trust, or Meredith Cohen 2008 Trust (formerly the Meredith Cohen 2004 Trust).

CUSIP No. 649295102

	1.	Names of Reporting Persons. Ronald W. Ristau (1)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	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(2)

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0(2)

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0(2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) IN

(2) There were no holdings for this Reporting Person as of December 31, 2009.

CUSIP No. 649295102

	1.	Names of Reporting Persons. Steven M. Newman (1)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	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 1,026

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 1,026

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,026

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 649295102

	1.	Names of Reporting Persons. HEADY CREEK TRUST (1)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0 (2)

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0 (2)

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) OO

(2) There were no holdings for this Reporting Person as of December 31, 2009.

This statement on Schedule 13G/A amends the joint Schedule 13G originally filed on February 11, 2005, as amended on February 13, 2006, February 13, 2007, February 14, 2008 and February 13, 2009. BSMB/NYCG LLC, John D. Howard, Robert J. Luzzi, Charlotte L. Neuville, Lara Crystal 2004 Trust, Jessica Crystal 2004 Trust, Ian Crystal 2004 Trust, Meredith Cohen 2008 Trust, and the Ristau 2004 Family Trust (collectively, the “Other SA Parties”) continue to be parties to a Stockholders Agreement, dated August 25, 2004, as amended from time to time, pursuant to which they have agreed to vote shares of the Issuer to cause the authorized number of directors to be twelve. On November 1, 2008, Bear Stearns Merchant Banking, commonly known as “BSMB”, which was affiliated with Bear Stearns & Co., Inc., spun out into an independent firm and changed its name to Irving Place Capital. As a result, BSMB/NYCG LLC underwent a name change to IPC/NYCG LLC. With the exception of Robert J. Luzzi and the Ristau 2004 Family Trust, who both no longer own shares of the Issuer’s Stock, the Other SA Parties are not amending the information relating to their holdings on this Schedule 13G/A because they have not changed their holdings since they were last reported on Amendment No. 2 to this Schedule 13G.

Item 1.
	(a)	Name of Issuer New York & Company, Inc. (the “Issuer”)
	(b)	Address of Issuer’s Principal Executive Offices 450 West 33 rd Street, 5 th Floor New York, New York 10001

Item 2.
	(a)	Name of Person Filing This statement on Schedule 13G/A is being filed jointly by (1) Richard P. Crystal, (2) Ronald W. Ristau, (3) Steven M. Newman, and (4) the Heady Creek Trust. The persons described in items (1) through (4) are referred to herein as the “Reporting Persons.”
	(b)	Address of Principal Business Office or, if none, Residence Each Reporting Person has its or his principal business office at: 450 West 33rd Street, 5th Floor New York, New York 10001
	(c)	Citizenship Richard P. Crystal, Ronald W. Ristau, and Steven M. Newman are citizens of the United States. Heady Creek Trust is a trust organized in the state of New York.
	(d)	Title of Class of Securities This Statement relates to shares of the common stock of the Issuer, par value $0.001 per share (the “Stock”).
	(e)	CUSIP Number 649295102

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not Applicable

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: The Reporting Persons along with the Other SA Parties beneficially own 34,061,169 shares of Stock of the Issuer in the aggregate, including restricted stock and options to purchase Stock of the Issuer.
	(b)	Percent of class: The Reporting Persons along with the Other SA Parties beneficially own approximately 56.1% of the outstanding shares of Stock of the Issuer in the aggregate, based upon 60,719,642 shares of Stock, including restricted stock and options to purchase Stock of the Issuer owned by the Reporting Persons and the Other SA Parties.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote See the responses to Item 5 on the attached cover pages.
		(ii)	Shared power to vote or to direct the vote See the responses to Item 6 on the attached cover pages.
		(iii)	Sole power to dispose or to direct the disposition of See the responses to Item 7 on the attached cover pages.
		(iv)	Shared power to dispose or to direct the disposition of See the responses to Item 8 on the attached cover pages.

Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not Applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not Applicable

Item 8.	Identification and Classification of Members of the Group
Not Applicable

Item 9.	Notice of Dissolution of Group
Not Applicable

Item 10.	Certification
Not Applicable to filings pursuant to Rule 13d-1(d).

Signature

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2010


	/s/ Richard P. Crystal
	Richard P. Crystal

	/s/ Ronald W. Ristau
	Ronald W. Ristau

	/s/ Steven M. Newman
	Steven M. Newman


	HEADY CREEK TRUST
	By:	/s/ Nancy Nardi
	Name: Nancy Nardi
	Its: Trustee

Index Exhibit

SCHEDULE 13G

Exhibit Number		Exhibit Description
99.1		Joint Filing Agreement

EX-99.1 2 a10-3684_1ex99d1.htm EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them to such a statement on Schedule 13G with respect to the common stock of New York & Company, Inc. beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.

Dated: February 12, 2010


	/s/ Richard P. Crystal
	Richard P. Crystal

	/s/ Ronald W. Ristau
	Ronald W. Ristau

	/s/ Steven M. Newman
	Steven M. Newman


	HEADY CREEK TRUST
	By:	/s/ Nancy Nardi
	Name: Nancy Nardi
	Its: Trustee