0000904454-11-000267.txt : 20110602 0000904454-11-000267.hdr.sgml : 20110602 20110602101147 ACCESSION NUMBER: 0000904454-11-000267 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110602 DATE AS OF CHANGE: 20110602 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: rue21, inc. CENTRAL INDEX KEY: 0001471458 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 251311645 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85129 FILM NUMBER: 11887277 BUSINESS ADDRESS: STREET 1: 800 COMMONWEALTH DRIVE, SUITE 100 CITY: WARRENDALE STATE: PA ZIP: 15086 BUSINESS PHONE: 724-776-9780 MAIL ADDRESS: STREET 1: 800 COMMONWEALTH DRIVE, SUITE 100 CITY: WARRENDALE STATE: PA ZIP: 15086 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SKM Investment Fund II, LP CENTRAL INDEX KEY: 0001520949 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 53RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-753-6300 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 53RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 s13ga_123110-rue21.htm SCHEDULE 13G/A FOR RUE21, INC. Unassociated Document
 
 
CUSIP No. 781295100


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
(Amendment No. 1)
 
Under the Securities Exchange Act of 1934
 

rue21, inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
781295100
(CUSIP Number)
 
December 31, 2010
(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)
[  ]       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. 781295100

1)
Name of Reporting Person
I.R.S. Identification
No. of Above Person
(Entities Only)
SKM Equity Fund II, L.P.
2)
Check the Appropriate Box
if a Member of a Group
(a) [X]
(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
6,952,861 *
6)
Shared Voting
Power
 
-0-
7)
Sole Dispositive
Power
6,952,861 *
8)
Shared Dispositive Power
 
-0-
9)
Aggregate Amount Beneficially Owned by Each Reporting Person
6,952,861 *
10)
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
[ ]
11)
Percent of Class Represented by Amount in Row (9)
28.6% **
12)
Type of Reporting Person
PN

*   As of December 31, 2010.
** Based on 24,324,863 shares of Common Stock outstanding as of December 1, 2010, as reported in the Quarterly Report on Form 10-Q filed by the Issuer on December 8, 2010.

 
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CUSIP No. 781295100


1)
Name of Reporting Person
I.R.S. Identification
No. of Above Person
(Entities Only)
SKM Investment Fund II
2)
Check the Appropriate Box
if a Member of a Group
(a) [X]
(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
139,057 *
6)
Shared Voting
Power
 
-0-
7)
Sole Dispositive
Power
139,057 *
8)
Shared Dispositive Power
 
-0-
9)
Aggregate Amount Beneficially Owned by Each Reporting Person
139,057 *
10)
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
[ ]
11)
Percent of Class Represented by Amount in Row (9)
0.6% **
12)
Type of Reporting Person
PN

*   As of December 31, 2010.
** Based on 24,324,863 shares of Common Stock outstanding as of December 1, 2010, as reported in the Quarterly Report on Form 10-Q filed by the Issuer on December 8, 2010.

 
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CUSIP No. 781295100


1)
Name of Reporting Person
I.R.S. Identification
No. of Above Person
(Entities Only)
Saunders Karp & Megrue Partners, L.L.C.
2)
Check the Appropriate Box
if a Member of a Group
(a) [X]
(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
7,091,918 *
6)
Shared Voting
Power
 
-0-
7)
Sole Dispositive
Power
7,091,918 *
8)
Shared Dispositive Power
 
-0-
9)
Aggregate Amount Beneficially Owned by Each Reporting Person
7,091,918 *
10)
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
[ ]
11)
Percent of Class Represented by Amount in Row (9)
29.2% **
12)
Type of Reporting Person
OO

*   Represents 6,952,861shares held by SKM Equity Fund II, L.P. and 139,057 shares held by SKM Investment Fund II  as of December 31, 2010.
** Based on 24,324,863 shares of Common Stock outstanding as of December 1, 2010, as reported in the Quarterly Report on Form 10-Q filed by the Issuer on December 8, 2010.



 
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CUSIP No. 781295100


Amendment No. 1 to Schedule 13G

Reference is hereby made to the Statement on Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on June 2, 2011 (the “Schedule 13G”).  Terms defined in the Schedule 13G are used herein as so defined.

The following Items of the Schedule 13G are hereby amended as follows:

Item 4.      Ownership.

(a) through (c):  The information requested in these paragraphs is set forth in Items 5 through 9 and 11 of the cover pages to this Amendment No. 1 to Schedule 13G, and is incorporated herein by reference thereto.



 
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CUSIP No. 781295100

SIGNATURE

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

 
Dated:  May 27, 2011
 

 
SKM EQUITY FUND II, L.P.
 
 
By:
SKM Partners, L.P., its General Partner
 
 
By:
Saunders Karp & Megrue Partners, L.L.C., its General Partner
 
By:
/s/ John F. Megrue
   
Name:   John F. Megrue
Title:     Managing Member
 
 
 
SKM INVESTMENT FUND II
 
 
By:
Saunders Karp & Megrue Partners, L.L.C., its General Partner
 
 
By:
/s/ John F. Megrue
   
Name:   John F. Megrue
Title:     Managing Member
 
 
 
SAUNDERS KARP & MEGRUE PARTNERS, L.L.C.
 
 
By:
/s/ John F. Megrue
   
Name:   John F. Megrue
Title:     Managing Member


 
 

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