-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MIH2366UjjV1/bPVnqmreoS6u4wVU0fIqILa/XeNBgBe2mdeW9Em1ZfQk3kO0lnG BJb/cbf4QAdchU8s1/sz1w== 0000950123-03-010767.txt : 20030925 0000950123-03-010767.hdr.sgml : 20030925 20030925151300 ACCESSION NUMBER: 0000950123-03-010767 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030925 GROUP MEMBERS: J WILLIAM UHRIG GROUP MEMBERS: TCR ASSOCIATES L P GROUP MEMBERS: TCR OFFSHORE ASSOCIATES L P GROUP MEMBERS: THOMAS G WELD GROUP MEMBERS: THREE CITIES OFFSHORE II C V GROUP MEMBERS: THREE CITIES RESEARCH INC GROUP MEMBERS: WILLEM F P DE VOGEL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FACTORY 2 U STORES INC CENTRAL INDEX KEY: 0000813775 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 510299573 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39314 FILM NUMBER: 03909983 BUSINESS ADDRESS: STREET 1: 4000 RUFFIN ROAD STREET 2: 6TH FLR CITY: SAN DIEGO STATE: CA ZIP: 92123-1866 MAIL ADDRESS: STREET 1: 4000 RUFFIN ROAD STREET 2: 6TH FLOOR CITY: SAN DIEG STATE: CA ZIP: 92123-1866 FORMER COMPANY: FORMER CONFORMED NAME: FAMILY BARGAIN CORP DATE OF NAME CHANGE: 19940202 FORMER COMPANY: FORMER CONFORMED NAME: DRS INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: LONGWOOD GROUP LTD DATE OF NAME CHANGE: 19920527 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THREE CITIES FUND II LP CENTRAL INDEX KEY: 0000949290 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 135 E 57TH ST STREET 2: THREE CITIES RESEARCH INC CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128389660 MAIL ADDRESS: STREET 1: C/O THREE CITIES RESEARCH INC STREET 2: 135 EAST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 y90108sc13dza.txt AMENDMENT NO.4 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 4 FACTORY 2-U STORES, INC. (Name of Issuer) -------------------------- COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) -------------------------- 306889403 (Cusip Number) -------------------------- DAVID W. BERNSTEIN, ESQ. CLIFFORD CHANCE US LLP 200 PARK AVENUE NEW YORK, NEW YORK 10166 (212) 878-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) -------------------------- SEPTEMBER 18, 2003 SEPTEMBER 22, 2003 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. (Continued on following pages) CUSIP No. 306889403 13D Page 2 of 15 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON THREE CITIES FUND II, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ X ] 3. SEC USE ONLY 4. SOURCES OF FUNDS NOT APPLICABLE 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY 8. EACH SHARED VOTING POWER REPORTING PERSON WITH 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON PN (Partnership) 2 CUSIP No. 306889403 13D Page 3 of 15 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON TCR ASSOCIATES, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ X ] 3. SEC USE ONLY 4. SOURCES OF FUNDS NOT APPLICABLE 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY 8. EACH SHARED VOTING POWER REPORTING PERSON WITH 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON PN (Partnership) 3 CUSIP No. 306889403 13D Page 4 of 15 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON WILLEM F.P. DE VOGEL 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ X ] 3. SEC USE ONLY 4. SOURCES OF FUNDS NOT APPLICABLE 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION KINGDOM OF THE NETHERLANDS 7. SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8. OWNED BY SHARED VOTING POWER EACH REPORTING 0 PERSON WITH 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON IN (Individual) 4 CUSIP No. 306889403 13D Page 5 of 15 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON THOMAS G. WELD 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ X ] 3. SEC USE ONLY 4. SOURCES OF FUNDS NOT APPLICABLE 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA 7. SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8. OWNED BY SHARED VOTING POWER EACH REPORTING 0 PERSON WITH 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON IN (Individual) 5 CUSIP No. 306889403 13D Page 6 of 15 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON THREE CITIES OFFSHORE II C.V. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ X ] 3. SEC USE ONLY 4. SOURCES OF FUNDS NOT APPLICABLE 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION NETHERLANDS ANTILLES NUMBER OF 7. SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 8. SHARED VOTING POWER REPORTING PERSON WITH 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON PN (Partnership) 6 CUSIP No. 306889403 13D Page 7 of 15 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON TCR OFFSHORE ASSOCIATES, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ X ] 3. SEC USE ONLY 4. SOURCES OF FUNDS NOT APPLICABLE 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY 8. EACH SHARED VOTING POWER REPORTING PERSON WITH 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON PN (Partnership) 7 CUSIP No. 306889403 13D Page 8 of 15 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON J. WILLIAM UHRIG 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ X ] 3. SEC USE ONLY 4. SOURCES OF FUNDS NOT APPLICABLE 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY 8. EACH SHARED VOTING POWER REPORTING PERSON WITH 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON IN (Individual) 8 CUSIP No. 306889403 13D Page 9 of 15 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON THREE CITIES RESEARCH, INC. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ X ] 3. SEC USE ONLY 4. SOURCES OF FUNDS NOT APPLICABLE 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY 8. EACH SHARED VOTING POWER REPORTING PERSON WITH 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON CO (Corporation) 9 AMENDMENT NO. 4 TO SCHEDULE 13DS This Amendment No. 4 amends and supplements Item 5 of Schedule 13Ds, filed on January 22, 1997, and previously amended on April 4, 1997, March 17, 1999, and May 27, 2003. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended to add the following: (a)-(e) On September 18, 2003, Fund II sold 240,793 shares and Offshore II sold 407,207 shares of Common Stock in market transactions registered under the Securities Act of 1933, as amended, in Registration Statement File No. 333-108809. The sale price, net of brokerage commissions, was $4.00 per share. On September 22, 2003, Fund II and Offshore II distributed their remaining shares of Common Stock to the limited partners in Fund II and Offshore II. Accordingly, effective September 22, 2003, none of the Reporting Persons any longer owned more than 5% of the outstanding Common Stock. 10 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 4 to Schedule 13D is true, complete and correct. Dated: September 22, 2003 THREE CITIES FUND II, L.P. By: TCR Associates, L.P. Its General Partner By: /S/ Willem F.P. de Vogel ------------------------------- Name: Willem F.P. de Vogel Title: General Partner TCR ASSOCIATES, L.P. By: /S/ Willem F.P. de Vogel ------------------------------- Name: Willem F.P. de Vogel Title: General Partner WILLEM F.P. DE VOGEL /S/ Willem F.P. de Vogel ---------------------------------- THOMAS G. WELD /S/ Thomas G. Weld ---------------------------------- THREE CITIES OFFSHORE II C.V. By: TCR Offshore Associates, L.P. Its General Partner By: /S/ J. William Uhrig ------------------------------- Name: J. William Uhrig Title: General Partner TCR OFFSHORE ASSOCIATES, L.P. By: /S/ J. William Uhrig ------------------------------- Name: J. William Uhrig Title: General Partner J. WILLIAM UHRIG /S/ J. William Uhrig ---------------------------------- THREE CITIES RESEARCH, INC. By: /S/ Willem F.P. de Vogel ------------------------------- Name: Willem F.P. de Vogel Title: President 11 -----END PRIVACY-ENHANCED MESSAGE-----