SC 13G/A 1 mm03-1412fhc_sc13ga1.htm AMENDMENT NO.1 mm03-1412fhc_sc13ga1.htm
 
 


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
____________________
 
(Amendment No. 1)*
 
FRANCESCA’S HOLDINGS CORPORATION
(Name of Issuer)
 
Common Stock, par value $0.01 per share
 
351793 104
(Title of class of securities)
 
(CUSIP number)
 
February 29, 2012
(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).
 
Continued on Following Pages
Page 1

 


 

 
 
 

 
 
 
CUSIP No.
351793 104
13G
Page 2
 

1
NAME OF REPORTING PERSON               CCMP Capital Investors II, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
 
(a) [  ]
 (b) [X]
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
13,864,920*
7
SOLE DISPOSITIVE POWER
0*
8
SHARED DISPOSITIVE POWER
13,864,920*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,864,920*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
     [  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)               31.8%*
 
12
TYPE OF REPORTING PERSON (See Instructions)               PN
 


* See Item 4 on Page 11.
 
 

 
 
 

 
 
 
CUSIP No.
351793 104
13G
Page 3
 
 
1
NAME OF REPORTING PERSON               CCMP Capital Investors (Cayman), L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
 
(a) [  ]
 (b) [X]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION         Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
 REPORTING
PERSON WITH
 
5
SOLE VOTING POWER
0*
6
SHARED VOTING POWER
1,848,050*
7
SOLE DISPOSITIVE POWER
0*
8
SHARED DISPOSITIVE POWER
1,848,050*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,848,050*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
     [  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)              4.2%*
 
12
TYPE OF REPORTING PERSON (See Instructions)               FI
 


* See Item 4 on Page 11.
 

 
 
 

 
 
 
CUSIP No.
351793 104
13G
Page 4
 

1
NAME OF REPORTING PERSON               CCMP Capital Associates, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
 
(a) [  ]
 (b) [X]
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
15,712,970*
7
SOLE DISPOSITIVE POWER
0*
8
SHARED DISPOSITIVE POWER
15,712,970*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,712,970*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
     [  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)               36.1%*
 
12
TYPE OF REPORTING PERSON (See Instructions)               PN
 


* See Item 4 on Page 11.
 
 
 

 
 
 
CUSIP No.
351793 104
13G
Page 5
 

1
NAME OF REPORTING PERSON               CCMP Capital Associates GP, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
 
(a) [  ]
 (b) [X]
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
15,712,970*
7
SOLE DISPOSITIVE POWER
0*
8
SHARED DISPOSITIVE POWER
15,712,970*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,712,970*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
     [  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)               36.1%*
 
12
TYPE OF REPORTING PERSON (See Instructions)               OO
 


* See Item 4 on Page 11.
 
 
 
 

 
 
CUSIP No.
351793 104
13G
Page 6
 

1
NAME OF REPORTING PERSON               CCMP Capital, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
 
(a) [  ]
 (b) [X]
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
15,712,970*
7
SOLE DISPOSITIVE POWER
0*
8
SHARED DISPOSITIVE POWER
15,712,970*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,712,970*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
     [  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)               36.1%*
 
12
TYPE OF REPORTING PERSON (See Instructions)               OO
 


* See Item 4 on Page 11.
 
 

 
 
 

 
 
 
CUSIP No.
351793 104
13G
Page 7
 
 
1
NAME OF REPORTING PERSON               Stephen Murray
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
 
(a) [  ]
 (b) [X]
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
15,712,970*
7
SOLE DISPOSITIVE POWER
0*
8
SHARED DISPOSITIVE POWER
15,712,970*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,712,970*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
     [  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)              36.1%*
 
12
TYPE OF REPORTING PERSON (See Instructions)               IN
 


* See Item 4 on Page 11.

 
 

 
 
 

 

CUSIP No.
351793 104
13G
Page 8
 
 
1
NAME OF REPORTING PERSON               Greg D. Brenneman
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
 
(a) [  ]
 (b) [X]
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
15,712,970*
7
SOLE DISPOSITIVE POWER
0*
8
SHARED DISPOSITIVE POWER
15,712,970*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,712,970*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
     [  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)               36.1%*
 
12
TYPE OF REPORTING PERSON (See Instructions)               IN
 


* See Item 4 on Page 11.

 

 
 
 

 
CUSIP No.
351793 104
13G
Page 9
 

1
NAME OF REPORTING PERSON               Richard Zannino
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
 
(a) [  ]
 (b) [X]
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
15,712,970*
7
SOLE DISPOSITIVE POWER
0*
8
SHARED DISPOSITIVE POWER
15,712,970*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,712,970*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
     [  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)               36.1%*
 
12
TYPE OF REPORTING PERSON (See Instructions)               IN
 


* See Item 4 on Page 11.



 
 

 
 

 
ITEM 1.
NAME OF ISSUER; ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
 
(a) – (b)   This Amendment No. 1 to the statement on Schedule 13G (this “Schedule 13G”) is being filed with respect to shares of common stock, par value $0.01 per share (“Common Stock”), of Francesca’s Holdings Corporation, a Delaware corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 3480 W. 12th Street, Houston, Texas 77008.
 
ITEM 2.
NAME OF PERSON FILING; ADDRESS OR PRINCIPAL BUSINESS OFFICE; CITIZENSHIP; TITLE OF CLASS OF SECURITIES; CUSIP NO.
 
(a)           This Schedule 13G is being filed by:

           (i) CCMP Capital Investors II, L.P. (“CCMP Capital Investors”);

(ii) CCMP Capital Investors (Cayman) II, L.P. (“CCMP Cayman” and together with CCMP Capital Investors, the “CCMP Capital Funds”);

(iii) CCMP Capital Associates, L.P. (“CCMP Capital Associates”);

(iv) CCMP Capital Associates GP, LLC (“CCMP Capital Associates GP”);

(v) CCMP Capital, LLC (“CCMP Capital”); and

(vi) Stephen Murray, Greg D. Brenneman and Richard Zannino (Messrs. Murray, Brenneman and Zannino, together with the CCMP Capital Funds, CCMP Capital Associates, CCMP Capital Associates GP and CCMP Capital, the “Reporting Persons”), each in his capacity as a member of a CCMP Capital investment committee that makes voting and disposition decisions with respect to the Issuer’s Common Stock beneficially owned by CCMP Capital.
 
The Reporting Persons have entered into a Joint Filing Agreement, dated March 14, 2012, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which each have agreed to file this statement jointly in accordance with the provisions of 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

(b)        The principal business office of each of the Reporting Persons other than CCMP Cayman is:
 
c/o CCMP Capital, LLC
245 Park Avenue
New York, NY 10167

The principal business office for CCMP Cayman is:

c/o Walkers Corporate Services Limited
Walker House
87 Mary Street
George Town KY 1-9005
Grand Cayman, Cayman Islands

(c)        Citizenship of the Reporting Persons:
 
(i) CCMP Capital Investors, CCMP Capital Associates, CCMP Capital Associates GP and CCMP Capital: Delaware;
 
(ii) CCMP Cayman: Cayman Islands; and
 
(iii) Messrs. Murray, Brenneman and Zannino: United States.
 
 
 

 
 
Page 10 of 17

 

 
(d)  
Title of Class of Securities:
 
Common Stock, par value $0.01 per share
 
(e)  
CUSIP Number:
 
351793 104
 
ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) OR (c), CHECK THE APPROPRIATE BOX.

Not applicable.

ITEM 4.
OWNERSHIP

(a) Amount beneficially owned:

As of February 29, 2012, the Reporting Persons as a group beneficially own 15,712,970 shares of the Issuer’s Common Stock, which constitutes 36.1% of the Issuer's total Common Stock outstanding.  The percentage ownership of the Reporting Persons is based on 43,538,592 shares of Common Stock outstanding as of January 12, 2012, as reported by the Issuer in its Final Prospectus filed with the Securities and Exchange Commission on January 27, 2012.
The general partner of each of the CCMP Capital Funds is CCMP Capital Associates.  The general partner of CCMP Capital Associates is CCMP Capital Associates GP.  CCMP Capital Associates GP is wholly owned by CCMP Capital.  CCMP Capital ultimately exercises voting and dispositive power of the securities held by the CCMP Capital Funds.  Voting and disposition decisions at CCMP Capital with respect to such securities are made by an investment committee, the members of which are Messrs. Murray, Brenneman and Zannino.

Each of CCMP Capital Associates, CCMP Capital Associates GP and CCMP Capital is deemed to beneficially own 13,864,920 shares of the Issuer’s Common Stock held by CCMP Capital Investors as of February 29, 2012 and 1,848,050 shares of the Issuer's Common Stock held by CCMP Cayman as of February 29, 2012.  As a consequence of being members of the CCMP Capital investment committee that makes voting and disposition decisions with respect to the reported securities, Messrs. Murray, Brenneman and Zannino may be deemed, pursuant to Ruled 13d-3 under the Exchange Act, to beneficially own all 15,712,970 shares of the Issuer's Common Stock held by the CCMP Capital Funds as of February 29, 2012. Each of Messrs. Murray, Brenneman and Zannino disclaims any beneficial ownership of any securities held by the CCMP Capital Funds.

(b) Percent of Class:

     The responses of the Reporting Persons to Row 11 of each of the cover pages to this Schedule 13G are hereby incorporated by reference.

(c) Number of Shares as to which such Person has:

(i)           Sole power to vote or to direct the vote:  The responses of the Reporting Persons to Row 5 of each of the cover pages to this Schedule 13G are hereby incorporated by reference.

(ii)           Shared power to vote or to direct the vote: The responses of the Reporting Persons to Row 6 of each of the cover pages to this Schedule 13G are hereby incorporated by reference.  See also Item 4(a) above.

(iii)           Sole power to dispose or to direct the disposition of:  The responses of the Reporting Persons to Row 7 of each of the cover pages to this Schedule 13G are hereby incorporated by reference.
 
 
 
Page 11 of 17

 

(iv)           Shared power to dispose or to direct the disposition of:  The responses of the Reporting Persons to Row 8 of each of the cover pages to this Schedule 13G are hereby incorporated by reference.  See also Item 4(a) above.

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:  [  ].

ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON


CCMP Capital ultimately exercises voting and dispositive power of the securities held by the CCMP Capital Funds.  Voting and disposition decisions at CCMP Capital with respect to such securities are made by an investment committee, the members of which are Messrs. Murray, Brenneman and Zannino.


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.


 
 
 
Page 12 of 17

 

 
SIGNATURE
 
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
 
Date:           March 14, 2012

 
CCMP Capital, LLC
 
     
 
/s/ Marc Unger
 
 
Marc Unger
 
 
Chief Operating Officer & Chief Financial Officer
 
     
     
 
CCMP Capital Investors II, L.P.
 
     
 
By: CCMP Capital Associates, L.P., its general partner
 
     
 
By: CCMP Capital Associates GP, LLC
 
     
 
/s/ Marc Unger
 
 
Marc Unger
 
 
Chief Operating Officer & Chief Financial Officer
 
     
     
 
CCMP Capital Investors (Cayman) II, L.P.
 
     
 
By: CCMP Capital Associates, L.P., its general partner
 
     
 
By: CCMP Capital Associates GP, LLC, its general partner
 
     
 
/s/ Marc Unger
 
 
Marc Unger
 
 
Chief Operating Officer & Chief Financial Officer
 
     
     
 
CCMP Capital Associates, L.P.,
 
     
 
By: CCMP Capital Associates GP, LLC, its general partner
 
     
 
/s/ Marc Unger
 
 
Marc Unger
 
 
Chief Operating Officer & Chief Financial Officer
 
     
     
 
CCMP Capital Associates GP, LLC
 
     
 
/s/ Marc Unger
 
 
Marc Unger
 
 
Chief Operating Officer & Chief Financial Officer
 
     
 
 
 
 
 
Page 13 of 17

 
 
 
 
/s/ Stephen Murray
 
 
Stephen Murray
 
     
     
     
 
/s/ Richard Zannino
 
 
Richard Zannino
 
     
     
     
 
/s/ Greg D. Brenneman
 
 
Greg D. Brenneman
 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 14 of 17

 
 
 
 
EXHIBIT INDEX
 
Exhibit A
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 15 of 17