-----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, Ln9NO/bSUNQszF+6OAd7VSEkc1SCe+IYitFf8EKuHkAGHbEhUlG97qhTh4l40mfR KS/W1q8rcC24qcr65UQ0fg== 0000914427-97-000137.txt : 19971125 0000914427-97-000137.hdr.sgml : 19971125 ACCESSION NUMBER: 0000914427-97-000137 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971124 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FINLAY ENTERPRISES INC /DE CENTRAL INDEX KEY: 0000878731 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 133492802 STATE OF INCORPORATION: DE FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51845 FILM NUMBER: 97726996 BUSINESS ADDRESS: STREET 1: 521 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10175 BUSINESS PHONE: 2123827400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THL EQUITY TRUST CENTRAL INDEX KEY: 0001008667 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 75 STATE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: 75 STATE ST CITY: BOSTON STATE: MA ZIP: 02109 SC 13D/A 1 AMENDMENT TO AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment to Amendment No. 1 Under the Securities Exchange Act of 1934 Finlay Enterprises, Inc. (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 317884 20 3 (CUSIP Number) Wendy L. Masler Thomas H. Lee Company, 75 State Street, Boston, MA 02109 (617) 227-1050 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 22, 1997 (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(b)(3) or (4), check the following box [ ]. * 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 disclosures provided in a prior cover page. The information required on 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). SCHEDULE 13D CUSIP No. 317884 20 3 1. NAME OF REPORTING PERSON - THL Equity Trust S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts 7. SOLE VOTING POWER 0 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 1,801,510 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10. SHARED DISPOSITIVE POWER 1,801,510 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,801,510 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.7% 14. TYPE OF REPORTING PERSON OO SCHEDULE 13D Amendment to Amendment No. 1 Item 1. Security and Issuer The class of equity securities to which this statement relates is the common stock, $0.01 par value per share (the "Shares") of Finlay Enterprises, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 521 Fifth Avenue, New York, New York, 10175. Item 2. Identity and Background. This Amendment to Amendment No. 1 to Schedule 13D is being filed jointly on behalf of the following persons (collectively, the "Reporting Persons"): (1) Thomas H. Lee Equity Partners, L.P., a Delaware limited partnership ("Equity Partners"), (2) THL Equity Advisors Limited Partnership, a Delaware limited partnership ("Equity Advisors"), (3) THL Equity Trust, a Massachusetts business trust ("Equity Trust"), and (4) Thomas H. Lee ("Mr. Lee"). Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Exhibits to this Amendment are incorporated herein by reference. Except for the agreements described below, to the best of knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons enumerated in Item 2, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits division of profits or less, or the giving or withholding of proxies. On October 22, 1997, Equity-Linked Investors II ("ELI-II"), a stockholder of the Issuer, Equity Partners and the other Lee Holders (as such term is defined therein) entered into a letter agreement (the "Letter Agreement") a copy of which is attached hereto as Exhibit 2. Pursuant to the Letter Agreement, ELI-II, Equity Partners and the other Lee Holders agreed, among other things, to restrict their sale of Shares for a limited period of time. Item 7. Material to be Filed as Exhibits. Exhibit 1: Joint filing agreement among the Reporting Persons. Exhibit 2: Letter Agreement, dated as of October 22, 1997, by and among ELI-II, Equity Partners and the other Lee Holders. Schedule A Each of the following individuals is a United States citizen, and with the exception of John W. Childs, Glenn H. Hutchins and Steven G. Segal, is employed by the Thomas H. Lee Company, 75 State Street, Boston, Massachusetts, 02109. Steven G. Segal and John W. Childs are employed by JW Childs Associates, One Federal Street, Boston, Massachusetts, 02110. Glenn H. Hutchins is employed by the Blackstone Group, 345 Park Avenue, New York, New York, 10154. THL Equity Trust Officers: Chairman Thomas H. Lee 1 Old Farm Road, Lincoln, MA 01773 President David V. Harkins 8 Corn Point Road, Marblehead, MA 01945 Vice Presidents C. Hunter Boll 45 Fletcher Street, Winchester, MA 01890 Thomas R. Shepherd 172 Harvard Road, Stow, MA 01775 Anthony J. DiNovi 3 Ravine Road, Wellesley, MA 02181 Thomas M. Hagerty 256 Beacon Street, Apt. #4, Boston, MA 02116 Joseph J. Incandela 139 Abbott Road, Wellesley Hills, MA 02181 Scott A. Schoen 191 Kings Grant Road, Weston, MA 02193 Warren C. Smith, Jr. 38 Coolidge Lane, Dedham, MA 02026 Glenn H. Hutchins c/o The Blackstone Group 345 Park Avenue, New York, NY, 10154 Steven G. Segal 42 Nobscot Road, Newton, MA 02159 Treasurer Wendy L. Masler 11 Waverly Street, #3, Brookline, MA 02115 Assistant Treasurer Andrew D. Flaster 4 Fairfield Drive, Lexington, MA 02173 Clerk Wendy L. Masler 11 Waverly Street, #3, Brookline, MA 02115 Assistant Clerks Charles W. Robins, Esq. 50 Lehigh Road, Wellesley, MA 02181 James Westra, Esq. 5 Stage Hill Road, Wenham, MA 01984 Jeffrey S. Wieand, Esq. 1695 Lowell Road, Concord, MA 01742 Trustees: Thomas H. Lee 1 Old Farm Road, Lincoln, MA 01773 David V. Harkins 8 Corn Point Road, Marblehead, MA 01945 John W. Childs c/o JW Childs Associates, One Federal Street, Boston, MA 02110 Signatures After reasonable inquiry and to the best knowledge and belief of each of the undersigned, such person certifies that the information set forth in this Statement with respect to such person is true, complete and correct. THOMAS H. LEE EQUITY PARTNERS, L.P. By: THL Equity Advisors Limited Partnership, its General Partner By: THL Equity Trust, its General Partner By: /s/ Warren C. Smith Name: Warren C. Smith, Jr. Title: Vice President THOMAS H. LEE EQUITY ADVISORS LIMITED PARTNERSHIP By: THL Equity Trust, its General Partner By: /s/ Warren C. Smith Name: Warren C. Smith, Jr. Title: Vice President THL EQUITY TRUST By: /s/ Warren C. Smith Name: Warren C. Smith, Jr. Title: Vice President /s/ Thomas H. Lee Thomas H. Lee Exhibit 1 to Schedule 13D Amendment to Amendment No. 1 Finlay Enterprises, Inc. AGREEMENT Agreement made this 19th day of November, 1997, by and between each of the undersigned. WHEREAS, each of the undersigned is required to file an amendment to Amendment No. 1 to Schedule 13D with respect to ownership of securities in Finlay Enterprises, Inc.; and WHEREAS, each of the undersigned is individually eligible to use this Amendment to Amendment No. 1 to Schedule 13D; NOW, THEREFORE, the undersigned agree to file only one Amendment to Amendment No. 1 to Schedule 13D reflecting their combined beneficial ownership of securities in Finlay Enterprises, Inc. THOMAS H. LEE EQUITY PARTNERS, L.P. By: THL Equity Advisors Limited Partnership, its General Partner By: THL Equity Trust, its General Partner By: /s/ Warren C. Smith, Jr. Name: Warren C. Smith, Jr. Title: Vice President THOMAS H. LEE EQUITY ADVISORS LIMITED PARTNERSHIP By: THL Equity Trust, its General Partner By: /s/ Warren C. Smith, Jr. Name: Warren C. Smith, Jr. Title: Vice President THL EQUITY TRUST By: /s/ Warren C. Smith, Jr. Name: Warren C. Smith, Jr. Title: Vice President /s/ Thomas H. Lee Thomas H. Lee EX-99 2 EXHIBIT 2 TO FINLAY SC-13D/A Thomas H. Lee Capital, LLC Thomas H. Lee Equity Partners, L.P. 590 Madison Avenue New York, NY 10022 October 22, 1997 Equity-Linked Investors-II c/o Desai Capital Management, Inc. 540 Madison Avenue New York, NY 10022 Re: Finlay Enterprises, Inc. (the "Company") Ladies and Gentlemen: This letter agreement is entered into in connection with the Company's registration statement on form S-1 dated September 23, 1997, registration number 333-34949 (the "Registration Statement"). Terms used herein as defined terms shall have the meanings assigned to them in the Registration Rights Agreement among the Company and certain stockholders thereof dated as of May 26, 1993, as amended to date (the "Registration Rights Agreement"). For good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, the undersigned hereby agree as follows: 1. Until the earlier of October [23], 1999 or the Catch-Up Point (the "Restricted Period"), neither the ELI Holders nor the Lee Holders, respectively, will sell in any one calendar quarter Registrable Securities constituting more than 10% of the shares of common stock of the Company traded on NASDAQ in the immediately preceding quarter, provided that the foregoing limitation shall not apply to Registrable Securities sold in any Block Sale (as defined below). Notwithstanding the foregoing, nothing contained in this letter agreement shall prevent or restrict the ELI Holders or the Lee Holders from exercising any of their respective registration rights under and as provided in the Registration Rights Agreement. 2. During the Restricted Period, the ELI Holders and the Lee Holders, respectively, each hereby agree to give the other no less than two business days advance written notice at the above address of any sale of Registrable Securities in any calendar quarter, which notice shall specify the number of Registrable Securities to be sold. In addition, each of the ELI Holders and the Lee Holders, respectively, will provide a written statement to the other within 10 business days after the end of each calendar quarter listing the number of Registrable Securities sold by such party during the previous calendar quarter. Equity-Linked Investors-II October 22, 1997 Page 2 3. For the purposes of this letter agreement, the term "Block Sale" shall mean either (a) a sale through a broker/dealer to a purchaser who has already been identified or (b) a sale of Registrable Securities directly to a purchaser, or (c) a private transfer of Registrable Securities to affiliates or partners of the ELI Holders and Lee Holders, in each case where such purchaser is not a market maker. 4. The ELI Holders and the Lee Holders hereby agree that, for a period of 180 days after the date of the final prospectus relating to the Registration Statement, (a) neither the ELI Holders nor the Lee Holders shall exercise any registration rights which have been waived pursuant to the letter agreements executed by the ELI Holders and the Lee Holders, respectively, in favor of Goldman, Sachs & Co., Donaldson, Lufkin & Jenrette Securities Corporation and SBC Warburg Dillon Read Inc. (the "Underwriters") unless the Underwriters have agreed in writing to permit the ELI Holders and the Lee Holders to exercise such rights on the same terms, and (b) both the ELI Holders and the Lee Holders shall remain subject to the restrictions on the sale, offer or other disposition of Registrable Securities set forth in the letter agreements executed by the ELI Holders and the Lee Holders, respectively, in favor of the Underwriters unless the Underwriters have agreed in writing to release both the ELI Holders and the Lee Holders from such restrictions, which release shall be on the same terms. [The Rest of This Page Intentionally Left Blank] Equity-Linked Investors-II October 22, 1997 Page 3 Please indicate your agreement with the foregoing by signing and returning to us a copy of this letter. Very truly yours, Thomas H. Lee Equity Partners, L.P. By: THL Equity Advisers Limited Partnership By: THL Equity Trust By:____________________________ Thomas H. Lee Company By: __________________________ AGREED TO AND ACCEPTED BY: By: Equity-Linked Investors-II By: Rohit M. Desai Associates-II General Partner By: ________________________ -----END PRIVACY-ENHANCED MESSAGE-----