0001104659-14-009113.txt : 20140212 0001104659-14-009113.hdr.sgml : 20140212 20140212165510 ACCESSION NUMBER: 0001104659-14-009113 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140212 DATE AS OF CHANGE: 20140212 GROUP MEMBERS: CHARLOTTE L. NEUVILLE GROUP MEMBERS: IAN CRYSTAL 2004 TRUST GROUP MEMBERS: JESSICA CRYSTAL 2004 TRUST GROUP MEMBERS: LARA CRYSTAL 2004 TRUST GROUP MEMBERS: MEREDITH COHEN 2008 TRUST GROUP MEMBERS: STEVEN M. NEWMAN 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: 14601105 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: 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 SC 13G/A 1 a14-5641_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

(Rule 13d-102)

 

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

 

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, 2013

(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)

 


 

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
101,027

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
101,027

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
101,027

 

 

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)
0.16%

 

 

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, (the “SA Agreement”) pursuant to which the Reporting Person has agreed to vote shares of the Issuer to cause the authorized number of directors on the Board of Directors to be fixed from time to time by resolution adopted by the affirmative vote of a majority of the total number of directors then in office, and so that the individuals designated by the IPC Majority Holders, as defined in the SA Agreement, shall be elected to the Board and caused to remain in office.

 

2


 

CUSIP No. 649295102

 

 

1.

Names of Reporting Persons.
Ian Crystal 2004 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

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

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

 

(1)  The Reporting Person is a party to the SA Agreement pursuant to which the Reporting Person has agreed to vote shares of the Issuer to cause the authorized number of directors on the Board of Directors to be fixed from time to time by resolution adopted by the affirmative vote of a majority of the total number of directors then in office, and so that the individuals designated by the IPC Majority Holders, as defined in the SA Agreement, shall be elected to the Board and caused to remain in office.

 

(2)  There were no holdings for this Reporting Person as of December 31, 2013.

 

3


 

CUSIP No. 649295102

 

 

1.

Names of Reporting Persons.
Jessica Crystal 2004 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

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

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

 

(1)  The Reporting Person is a party to the SA Agreement pursuant to which the Reporting Person has agreed to vote shares of the Issuer to cause the authorized number of directors on the Board of Directors to be fixed from time to time by resolution adopted by the affirmative vote of a majority of the total number of directors then in office, and so that the individuals designated by the IPC Majority Holders, as defined in the SA Agreement, shall be elected to the Board and caused to remain in office.

 

(2)  There were no holdings for this Reporting Person as of December 31, 2013.

 

4


 

CUSIP No. 649295102

 

 

1.

Names of Reporting Persons.
Lara Crystal 2004 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

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

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

 

(1)  The Reporting Person is a party to the SA Agreement pursuant to which the Reporting Person has agreed to vote shares of the Issuer to cause the authorized number of directors on the Board of Directors to be fixed from time to time by resolution adopted by the affirmative vote of a majority of the total number of directors then in office, and so that the individuals designated by the IPC Majority Holders, as defined in the SA Agreement, shall be elected to the Board and caused to remain in office.

 

(2)  There were no holdings for this Reporting Person as of December 31, 2013.

 

5


 

CUSIP No. 649295102

 

 

1.

Names of Reporting Persons.
Meredith Cohen 2008 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

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

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

 

(1)  The Reporting Person is a party to the SA Agreement pursuant to which the Reporting Person has agreed to vote shares of the Issuer to cause the authorized number of directors on the Board of Directors to be fixed from time to time by resolution adopted by the affirmative vote of a majority of the total number of directors then in office, and so that the individuals designated by the IPC Majority Holders, as defined in the SA Agreement, shall be elected to the Board and caused to remain in office.

 

(2)  There were no holdings for this Reporting Person as of December 31, 2013.

 

6


 

CUSIP No. 649295102

 

 

1.

Names of Reporting Persons.
Charlotte L. Neuville (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

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

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

 

(1)  The Reporting Person is a party to the SA Agreement pursuant to which the Reporting Person has agreed to vote shares of the Issuer to cause the authorized number of directors on the Board of Directors to be fixed from time to time by resolution adopted by the affirmative vote of a majority of the total number of directors then in office, and so that the individuals designated by the IPC Majority Holders, as defined in the SA Agreement, shall be elected to the Board and caused to remain in office.

 

(2)  There were no holdings for this Reporting Person as of December 31, 2013.

 

7


 

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
0

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

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

 

(1)  The Reporting Person is a party to the SA Agreement pursuant to which the Reporting Person has agreed to vote shares of the Issuer to cause the authorized number of directors on the Board of Directors to be fixed from time to time by resolution adopted by the affirmative vote of a majority of the total number of directors then in office, and so that the individuals designated by the IPC Majority Holders, as defined in the SA Agreement, shall be elected to the Board and caused to remain in office.

 

(2)  There were no holdings for this Reporting Person as of December 31, 2013.

 

8


 

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, February 13, 2009, February 12, 2010, February 2, 2011, February 13, 2012, and February 13, 2013. IPC/NYCG LLC (formerly BSMB/NYCG LLC) and John D. Howard (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 on the Board of Directors to be fixed from time to time by resolution adopted by the affirmative vote of a majority of the total number of directors then in office, and so that the individuals designated by the IPC Majority Holders shall be elected to the Board and caused to remain in office. 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 33rd Street, 5th Floor
New York, New York 10001

 

Item 2.

 

(a)

Names of Persons Filing
This statement on Schedule 13G is being filed jointly by (1) Richard P. Crystal, (2) Ian Crystal 2004 Trust, (3) Jessica Crystal 2004 Trust, (4) Lara Crystal 2004 Trust, (5) Meredith Cohen 2008 Trust, (6) Charlotte L. Neuville and (7) Steven M. Newman.  The persons described in items (1) through (7) are referred to herein as the “Reporting Persons.”

 

(b)

Address of Principal Business Office or, if none, Residence
450 West 33rd Street, 5th Floor

New York, New York 10001

 

(c)

Citizenship
Richard P. Crystal, Charlotte L. Neuville and Steven M. Newman are citizens of the United States.

 

The Ian Crystal 2004 Trust, Jessica Crystal 2004 Trust, Lara Crystal 2004 Trust and Meredith Cohen 2008 Trust are trusts 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

 

9


 

Item 4.

Ownership

 

(a)

Amount beneficially owned:   

The Reporting Persons along with the Other SA Parties beneficially own 31,719,999 shares of Stock of the Issuer in the aggregate.

 

(b)

Percent of class:   

The Reporting Persons along with the Other SA Parties beneficially own approximately 49.81% of the outstanding shares of Stock of the Issuer in the aggregate, based upon 63,683,348 shares of Stock.

 

(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

 

10


 

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, 2014

 

 

 

 

 

 

/s/ Richard P. Crystal

 

Richard P. Crystal

 

 

 

/s/ Charlotte L. Neuville

 

Charlotte L. Neuville

 

 

 

/s/ Steven M. Newman

 

Steven M. Newman

 

 

 

Ian Crystal 2004 Trust

 

By:

/s/ Eugene Friedman

 

Name: Eugene Friedman

 

Its: Trustee

 

 

 

Jessica Crystal 2004 Trust

 

By:

/s/ Carole J. Crystal

 

Name: Carole J. Crystal

 

Its: Trustee

 

 

 

Lara Crystal 2004 Trust

 

By:

/s/ Carole J. Crystal

 

Name: Carole J. Crystal

 

Its: Trustee

 

 

 

Meredith Cohen 2008 Trust

 

By:

/s/ Eugene Friedman

 

Name: Eugene Friedman

 

Its: Trustee

 

11


 

Index Exhibit

 

SCHEDULE 13G

 

Exhibit

 

 

Number

 

Exhibit Description

99.1

 

Joint Filing Agreement

 

12

 EX-99.1 2 a14-5641_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/A 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 and 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/A.

 

Dated: February 12, 2014

 

 

 

 

 

 

/s/ Richard P. Crystal

 

Richard P. Crystal

 

 

 

/s/ Charlotte L. Neuville

 

Charlotte L. Neuville

 

 

 

/s/ Steven M. Newman

 

Steven M. Newman

 

 

 

Ian Crystal 2004 Trust

 

By:

/s/ Eugene Friedman

 

Name: Eugene Friedman

 

Its: Trustee

 

 

 

Jessica Crystal 2004 Trust

 

By:

/s/ Carole J. Crystal

 

Name: Carole J. Crystal

 

Its: Trustee

 

 

 

Lara Crystal 2004 Trust

 

By:

/s/ Carole J. Crystal

 

Name: Carole J. Crystal

 

Its: Trustee

 

 

 

Meredith Cohen 2008 Trust

 

By:

/s/ Eugene Friedman

 

Name: Eugene Friedman

 

Its: Trustee