-----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, QtI7/9dUiifjSujvcMfVLOrRTewDH3MEv8X/Y/xYmskwxz8KgjSYSdddtfx+5IKm NRQa0l0o/BlxxedtHaL2NA== 0000950117-97-001952.txt : 19971119 0000950117-97-001952.hdr.sgml : 19971119 ACCESSION NUMBER: 0000950117-97-001952 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971118 SROS: NASD GROUP MEMBERS: DESAI CAPITAL MANAGEMENT INC / GROUP MEMBERS: EQUITY LINKED INVESTORS, L.P. GROUP MEMBERS: EQUITY LINKED INVESTORS-II GROUP MEMBERS: ROHIT M. DESAI ASSOCIATES GROUP MEMBERS: ROHIT M. DESAI ASSOCIATES-II GROUP MEMBERS: ROHIT MOJILAL DESAI 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: 97723693 BUSINESS ADDRESS: STREET 1: 521 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10175 BUSINESS PHONE: 2123827400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DESAI CAPITAL MANAGEMENT INC / CENTRAL INDEX KEY: 0000918180 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 540 MADISION AVE 36TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127059107 MAIL ADDRESS: STREET 1: 540 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 DESAI CAPITAL MANAGEMENT INC. 13D, AM#1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------ SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* FINLAY ENTERPRISES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 317884203 - -------------------------------------------------------------------------------- (CUSIP Number) Christopher Hilbert, Esq. Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 (212) 309-6000 - -------------------------------------------------------------------------------- (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 [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 (the "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. 317884203 13D - ---------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ROHIT MOJILAL DESAI ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 shares of Common Stock SHARES ------------------------------------------------------------ BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING 704,412 shares of Common Stock PERSON WITH ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 shares of Common Stock ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 704,412 shares of Common Stock - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 704,412 shares of Common Stock - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%(1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------------------------- CUSIP No. 317884203 13D - ---------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS DESAI CAPITAL MANAGEMENT INCORPORATED 13-3229933 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 shares of Common Stock SHARES ------------------------------------------------------------ BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING 704,412 shares of Common Stock PERSON WITH ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 shares of Common Stock ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 704,412 shares of Common Stock - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 704,412 shares of Common Stock - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%(1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA, CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------------------------- CUSIP No. 317884203 13D - ---------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ROHIT M. DESAI ASSOCIATES-II 13-3426754 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 shares of Common Stock SHARES ------------------------------------------------------------ BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING 704,412 shares of Common Stock PERSON WITH ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 shares of Common Stock ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 704,412 shares of Common Stock - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 704,412 shares of Common Stock - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%(1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------------------------- CUSIP No. 317884203 13D - ---------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ROHIT M. DESAI ASSOCIATES 13-3240237 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 shares of Common Stock SHARES ------------------------------------------------------------ BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 shares of Common Stock PERSON WITH ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 shares of Common Stock ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 shares of Common Stock - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares of Common Stock - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------------------------- CUSIP No. 317884203 13D - ---------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS EQUITY LINKED INVESTORS-II 13-3427026 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 shares of Common Stock SHARES ------------------------------------------------------------ BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING 704,412 shares of Common Stock PERSON WITH ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 shares of Common Stock ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 704,412 shares of Common Stock - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 704,412 shares of Common Stock - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%(1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IV, PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------------------------- CUSIP No. 317884203 13D - ---------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS EQUITY LINKED INVESTORS, L.P. 13-3240235 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 shares of Common Stock SHARES ------------------------------------------------------------ BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 shares of Common Stock PERSON WITH ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 shares of Common Stock ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 shares of Common Stock - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares of Common Stock - -------------------------------------------------------------------------------- 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* IV, PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------- (1) Assumes 9,616,449 shares of Common Stock outstanding, as reported by Finlay Enterprises, Inc. in its Registration Statement on Form S-1 as filed with the Securities and Exchange Commission on September 23, 1997. CUSIP NO. 317884203 The statement on Schedule 13D, dated April 13, 1995, filed with the Securities and Exchange Commission by Equity-Linked Investors, L.P. ("ELI-I"), Rohit M. Desai Associates ("RMDA-I"), Equity-Linked Investors-II ("ELI-II"), Rohit M. Desai Associates-II ("RMDA-II"), Desai Capital Management Incorporated ("DCMI") and Rohit M. Desai, is hereby amended and restated in its entirety as follows: Item 1. Security and Issuer. This statement relates to the Common Stock, $.01 par value, of Finlay Enterprises, Inc. (the "Company"). The address of the Company's principal executive offices is 521 Fifth Avenue, New York, New York 10175. Item 2. Identity and Background. This Statement is filed by ELI-II, RMDA-II, DCMI and Rohit M. Desai, each of whom may be deemed to be the beneficial owners of securities owned directly by ELI-II, and by ELI-I and RMDA-I. ELI-I and ELI-II are each a New York limited partnership whose principal business is investing in a portfolio of convertible debt securities, convertible preferred stock and other debt securities with equity features. RMDA-I is a New York general partnership and is the general partner of ELI-I. RMDA-II is a New York general partnership and is the general partner of ELI-II. RMDA-I has no business activities other than acting as ELI-I's general partner. RMDA-II has no business activities other than acting as ELI-II's general partner. The partners of RMDA-I and RMDA-II are Rohit M. Desai, Katharine B. Desai and the Rohit M. Desai Family Trust (of which Katharine B. Desai and Joseph F. McDonald are the trustees under a trust Agreement dated July 1, 1987). DCMI is a New York corporation whose principal business is that of an investment adviser. DCMI acts as investment adviser to ELI-I and ELI-II. The sole stockholder of DCMI is Rohit M. Desai. The directors of DCMI are Rohit M. Desai and Katharine B. Desai. Rohit M. Desai, Katharine B. Desai, Damon H. Ball, Thomas P. Larsen, Timothy R. Kelleher, Tom W. Perlmutter, Frank J. Pados, Jr. and Andre McSherry are officers of DCMI (each a "Reporting Person" and collectively the, "Reporting Persons"). The address of the principal business and principal office of DCMI is 540 Madison Avenue, 36th Floor, New York, New York 10022. The present principal occupation and employment of Rohit M. Desai, who is a citizen of the United States, is as the president, treasurer and chairman of the board of directors of DCMI and as the managing general partner of RMDA-I, the general partner of ELI-I, and as the managing general partner of RMDA-II, the general partner of ELI-II. The present principal occupation and employment of Katharine B. Desai, who is a United States citizen, is as the secretary and director of DCMI. The present principal occupation and employment of Joseph F. McDonald, who is a United States citizen, is as a member of the law firm of Morgan, Lewis & Bockius LLP. The present principal occupation and employment of Damon H. Ball, who is a United States citizen, is as senior vice president of DCMI. The present principal occupation and employment of Frank J. Pados, Jr., who is a United States citizen, is as senior vice president of DCMI. The present principal occupation and employment of Thomas P. Larsen, who is a United States citizen, is as senior vice president of DCMI. The present principal occupation and employment of Timothy R. Kelleher, who is a United States citizen, is as vice president of DCMI. The present principal occupation and employment of Tom W. Perlmutter, who is a United States citizen, is as vice president of DCMI. The present principal occupation and employment of Andre McSherry, who is a United States citizen, is as vice president of DCMI. The business address of each of these individuals, except Joseph F. McDonald, is the same as that of DCMI. The business address of Joseph F. McDonald is c/o Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178. During the last five years neither ELI-I, ELI-II, RMDA-I, RMDA-II, DCMI, the Rohit M. Desai Family Trust, Joseph F. McDonald, nor any Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither ELI-I, ELI-II, RMDA-I, RMDA-II, DCMI, the Rohit M. Desai Family Trust, Joseph F. McDonald, nor any Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. On May 26, 1993, ELI-I purchased 477,569 shares of the Company's Common Stock, $.01 par value (the "Common Stock"), and 69,000 shares of the Company's 10% Series C Cumulative Redeemable Preferred Stock, $.01 par value (the "Preferred Stock") and ELI-II purchased 352,986 shares of Common Stock and 51,000 shares of Preferred Stock. These purchases were made pursuant to the Stock Purchase Agreement dated as of May 26, 1993 among the Company, Finlay Fine Jewelry Corporation and the Purchasers listed therein (the "Purchase Agreement"), a copy of which is incorporated herein by reference as Exhibit 6. (The Company effected a two-for-three reverse stock split and ELI-I and ELI-II's holdings were appropriately adjusted to 318,379 and 235,324, respectively.) On April 6, 1995, ELI-I agreed to purchase 40,837 shares of Common Stock at a price of $14.00 per share and ELI-II agreed to purchase 30,184 shares of Common Stock at a price of $14.00 per share. These purchases were made in the Company's registered public offering of Common Stock (the "Offering"). Effective April 13, 1995, ELI-I received 593,813 shares of Common Stock in exchange for 69,000 shares of Preferred Stock, and ELI-II received 438,905 shares of Common Stock in exchange for 51,000 shares of Preferred Stock. This exchange occurred in connection with the Offering and pursuant to a Share Exchange Agreement dated as of March 6, 1995 by and among the Company and Stockholders listed therein (the "Share Exchange Agreement"), a copy of which is incorporated herein by reference as Exhibit 8. In making the purchases described above, ELI-I used working capital from its operating account, which is funded by capital contributions from ELI-I's limited partners and gains and proceeds from ELI-I's investment portfolio. ELI-II used working capital from its operating account, which is funded by capital contributions from ELI-II's limited partners and gains and proceeds from ELI-II's investment portfolio. On October 22, 1997, ELI-I sold all of its shares of Common Stock (953,029 shares) in a registered offering by the Company, receiving $17.955 per share (the "ELI-I Disposition"). Item 4. Purpose of Transaction. Each of ELI-I and ELI-II have acquired securities of the Company in the ordinary course of their respective businesses solely for investment purposes. Neither ELI-I, ELI-II, RMDA-I, RMDA-II, DCMI, the Rohit M. Desai Family Trust, Joseph F. McDonald, nor any Reporting Person has any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the issuer or the disposition of securities of the Company, except that ELI-II may from time to time and in furtherance of its investment programs, acquire (for investment) or dispose of the Common Stock or any other securities of the issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the issuer; (f) any other material change in the issuer's business or corporate structure; (g) any change in the issuer's charter or by-laws; (h) causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to those enumerated above. Item 5. Interest in Securities of the Issuer. ELI-II directly owns 704,412 shares of Common Stock, which would constitute beneficial ownership of approximately 7.3% of the outstanding shares of the Company's Common Stock. As of such date, each of DCMI and Rohit M. Desai could be deemed to be the beneficial owner, for purposes of this Schedule 13D, of 704,412 shares of the Company's Common Stock held by ELI-II. The power to vote, to convert, to dispose of, or to direct the voting, conversion or disposal of, any Common Stock held by ELI-II is vested in RMDA-II as general partner of ELI-II, but such decisions (and similar decisions with respect to the rest of ELI-II's investment portfolio) may also be made by DCMI under an investment and advisory Agreement between ELI-II and DCMI. Rohit M. Desai is the managing general partner of RMDA-I and RMDA-II and the sole stockholder, chairman of the board of directors, president and treasurer of DCMI. Katharine B. Desai is the secretary and a director of DCMI, a general partner of RMDA-I and RMDA-II and a trustee of the Rohit M. Desai Family Trust. The Rohit M. Desai Family Trust is a general partner of RMDA-I and RMDA-II. Joseph F. McDonald is a trustee of the Rohit M. Desai Family Trust. Damon H. Ball, Thomas P. Larsen and Frank J. Pados, Jr. are senior vice presidents of DCMI. Timothy R. Kelleher, Tom W. Perlmutter and Andre McSherry are vice presidents of DCMI. Accordingly for purposes of Schedule 13D, ELI-II, RMDA-II, DCMI and Rohit M. Desai may each be deemed to share the power to vote or to direct the vote and may be deemed to share the power to dispose or to direct the disposition with respect to the securities held by ELI-II. ELI-II is a party to the Amended and Restated Stockholders' Agreement dated as of March 6, 1995 (the "Amended and Restated Stockholders' Agreement"), by and among the Company, ELI-I, ELI-II and certain other stockholders of the Company (the "Other Stockholders"), a copy of which is incorporated herein by reference as Exhibit 7, which sets forth certain rights and obligations of the parties with respect to the Common Stock and corporate governance of the Company. ELI-II is also a party to the Registration Rights Agreement dated as of May 26, 1993 by and among the Company, ELI-I, ELI-II and the certain other stockholders listed on the signature pages thereto (the "Registration Rights Agreement"), a copy of which is incorporated herein by reference as Exhibit 9. Under the Registration Rights Agreement, ELI-II was granted certain registration rights with respect to the shares of Common Stock owned. On October 22, 1997, each of the Amended and Restated Stockholders' Agreement and the Registration Rights Agreement was amended by an Omnibus Amendment to Registration Rights and Stockholders' Agreement (the "Omnibus Amendment") a copy of which is incorporated herein by reference as Exhibit 10. The Omnibus Amendment reflected, among other things, (i) the removal of ELI-I as a party to the Amended and Restated Stockholders' Agreement and (ii) certain changes in the right to nominate directors. Additionally, on October 22, 1997, ELI-II entered into a letter agreement with the Lee Holders (the "Letter Agreement"), a copy of which is attached hereto as Exhibit 11. Pursuant to the Letter Agreement, ELI-II and the Lee Holders agreed, among other things, to restrict their sale of Common Stock for a limited period of time. The Amended and Restated Stockholders' Agreement, as amended by the Omnibus Amendment, provides that the parties thereto must vote their shares to fix the number of members of the Board of Directors of the Company at eight and to vote in favor of six directors who will be nominated as follows: two will be nominated by the Thomas H. Lee Company and certain of its officers, employees, consultants and affiliates (the "Lee Investors"), one will be nominated by ELI-II, two will be nominated by David B. Cornstein and one will be nominated by Arthur E. Reiner, Vice Chairman of the Company and Chairman and Chief Executive Officer of Finlay Fine Jewelry Corporation. Notwithstanding the foregoing, the rights of various parties to designate directors will be reduced or eliminated at such time as such party owns less than certain specified percentages of the shares of Common Stock then outstanding or in certain cases are no longer an employee of the Company. The Amended and Restated Stockholders' Agreement also provides that the executive committee will consist of five directors, including one independent director selected by the Board of Directors, one member designated by Thomas H. Lee (so long as the Lee Investors have the right to designate a nominee for director), one member designated by ELI-II (so long as ELI-II has the right to designate a nominee for director) and two members designated by Mr. Cornstein (which number will be reduced to one if Mr. Cornstein is only entitled to designate one nominee for director and none if Mr. Cornstein ceases to have the right to designate a nominee for director). When a stockholder or group of stockholders loses the right to designate a director, such director is to be designated instead by a majority of the directors of the Company. In addition, the Amended and Restated Stockholders' Agreement provides that the parties thereto have (i) certain "come along" rights allowing them to participate in private sales of Common Stock by parties selling at least a majority of the outstanding shares of Common Stock and (ii) certain "take along" rights allowing parties who are selling at least a majority of the outstanding shares of Common Stock to require the other parties to sell all or a portion of their shares of Common Stock to the same purchaser in the same transaction on the same terms. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, DCMI, RMDA-II, the Rohit M. Desai Family Trust, Joseph F. McDonald and each Reporting Person hereby declare that the filing of this Statement shall not be construed as an admission that any person other than ELI-II (including, without limitation, the Other Stockholders) is the beneficial owner of any securities covered by this Statement. Within the meaning of Rule 13(d)(5) under the Securities Exchange Act of 1934, as amended (the "Act"), the terms of the Amended and Restated Stockholders' Agreement, as amended by the Omnibus Amendment, could be deemed to provide for an agreement amongst the stockholders who are party therein to act together for the purpose of voting equity securities of the Company. Accordingly, each of such stockholders could be deemed to be members of a "group" and could be deemed to be beneficial owners of all of the shares held by such group. Each of such stockholders denies the existence of such a group and each disclaims beneficial ownership of the securities held by another such stockholder. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Statement. During the sixty days preceding the filing of this Schedule, no transactions in the class of securities reported were effected by any persons reporting on this Statement, other than the transactions related to the ELI-I Disposition. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Neither ELI-II, RMDA-II, DCMI, the Rohit M. Desai Family Trust, Joseph F. McDonald, nor any Reporting Person is party to any other contract, arrangement, understanding or relationship specifically relating to any securities of the Company other than (i) the Purchase Agreement, (ii) the Share Exchange Agreement, (iii) the Amended and Restated Stockholders' Agreement, (iv) the Registration Rights Agreement, (v) the Omnibus Amendment and (vi) the Letter Agreement. ELI-II has contracted with DCMI for DCMI to provide investment advisory and other services to ELI-II. Pursuant to its investment and advisory contracts, DCMI may exercise investment power and voting power with respect to the investment portfolio of ELI-II. For its services under this investment and advisory agreement DCMI receives a management fee from ELI-II generally based on the value of its portfolio. Item 7. Material to be Filed as Exhibits. 1. Joint Filing Agreement regarding the filing of this Statement.* 2. Power of Attorney authorizing Gilbert W. Sanborn to sign on behalf Rohit M. Desai.* 3. Power of Attorney.* 4. Investment and Advisory Agreement between ELI-I and DCMI, as amended.* 5. Investment and Advisory Agreement between ELI-II and DCMI, as amended.* 6. Stock Purchase Agreement, dated May 26,1993 among the Company, Finlay Fine Jewelry Corporation and the Purchasers listed therein, as amended, filed with the Securities and Exchange Commission as Exhibit 4.5 to the Company's Current Report on Form 8-K filed by the Company on June 10, 1993, is incorporated herein by reference.** 7. Form of Amended and Restated Stockholders' Agreement, dated March 6, 1995, among the Company and the Stockholders listed therein, as amended, filed with the Securities and Exchange Commission as Exhibit 4.9 to the Company's Registration Statement on Form S-1 filed by the Company on April 6, 1994, is incorporated herein by reference.** 8. Share Exchange Agreement, dated March 6, 1995, among the Company and the Stockholders listed therein, as amended, filed with the Securities and Exchange Commission as Exhibit 10.27 to the Company's Registration Statement on Form S-1 filed by the Company on April 6, 1995, is incorporated herein by reference.** 9. Registration Rights Agreement, dated as of May 26, 1993, by and among the Company and certain stockholders listed therein, filed with the Securities and Exchange Commission as Exhibit 4.7 to the Company's Current Report on Form 8-K filed by the Company on June 10, 1993, is incorporated herein by reference.** 10. Omnibus Amendment to Registration Rights and Stockholders' Agreement, dated as of October 22, 1997, filed with the Securities and Exchange Commission as Exhibit 4.9(b) to the Company's Registration Statement on Form S-1 filed by the Company on September 23, 1997, is incorporated herein by reference.** 11. Letter Agreement, dated October 22, 1997, between ELI-II and the Lee Holders, as defined in the Amended and Restated Stockholders Agreement.*** - ---------------------- * Previously filed. ** Incorporated herein by reference. *** Filed herewith. After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this Statement, is true, complete and correct. Date: November 18, 1997 EQUITY-LINKED INVESTORS, L.P. By Rohit M. Desai Associates, General Partner By /s/ ROHIT M. DESAI ____________________________ Rohit M. Desai as General Partner EQUITY-LINKED INVESTORS-II By Rohit M. Desai Associates-II General Partner By /s/ ROHIT M. DESAI ________________________________ Rohit M. Desai as General Partner ROHIT M. DESAI ASSOCIATES By /s/ ROHIT M. DESAI ________________________________ Rohit M. Desai as Managing General Partner ROHIT M. DESAI ASSOCIATES-II By /s/ ROHIT M. DESAI ________________________________ Rohit M. Desai as Managing General Partner DESAI CAPITAL MANAGEMENT INCORPORATED By /s/ ROHIT M. DESAI ________________________________ Rohit M. Desai President /s/ ROHIT M. DESAI __________________________________ Rohit M. Desai EX-99 2 EXHIBIT 11 Exhibit 11 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. Equity-Linked Investors-II October 22, 1997 Page 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. 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 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: /s/ Warren C. Smith, Jr. Thomas H. Lee Company By: /s/ Warren C. Smith, Jr. AGREED TO AND ACCEPTED BY: By: Equity-Linked Investors-II By: Rohit M. Desai Associates-II General Partner By: /s/ Damon H. Ball Attorney-in-fact for Rohit M. Desai Managing General Partner -----END PRIVACY-ENHANCED MESSAGE-----