sc13gza

0000950134-05-001585.txt : 20120629 0000950134-05-001585.hdr.sgml : 20120629 20050128163356 ACCESSION NUMBER: 0000950134-05-001585 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050128 DATE AS OF CHANGE: 20050128 GROUP MEMBERS: ATLAS CAPITAL ID FUND LP GROUP MEMBERS: ATLAS CAPITAL MANAGEMENT LP GROUP MEMBERS: ATLAS CAPITAL MASTER FUND LP GROUP MEMBERS: RHA INC GROUP MEMBERS: ROBERT H ALPERT FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ATLAS CAPITAL QP LP CENTRAL INDEX KEY: 0001207178 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 100 CRESCENT COURT STREET 2: STE 880 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149996082 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TARRANT APPAREL GROUP CENTRAL INDEX KEY: 0000944948 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 954181026 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54761 FILM NUMBER: 05558647 BUSINESS ADDRESS: STREET 1: 3151 EAST WASHINGTON BLVD CITY: LOS ANGELES STATE: CA ZIP: 90023 BUSINESS PHONE: 2137808250 MAIL ADDRESS: STREET 1: 3151 EAST WASHINGTON BLVD CITY: LOS ANGELES STATE: CA ZIP: 90023 SC 13G/A 1 d22032sc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Tarrant Apparel Group

(Name of Issuer)

Common Stock

(Title of Class of Securities)

876289109

(Cusip Number)

December 31, 2004

(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)

þ Rule 13d-1 (c)

o 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 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).

Person Authorized to Receive Notices and Communications:

Taylor H. Wilson, Esq.
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5000

13G

CUSIP No. 876289109 Page 2 of 11

1. Name of Reporting Person:
Atlas Capital Master Fund, L.P. I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group:

(a) o

(b) þ

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:
687,468

6. Shared Voting Power:
0

7. Sole Dispositive Power:
687,468

8. Shared Dispositive Power:
0

9. Aggregate Amount Beneficially Owned by Each Reporting Person:
687,468

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

11. Percent of Class Represented by Amount in Row (9):
2.4%

12. Type of Reporting Person:
PN

13G

CUSIP No. 876289109 Page 3 of 11

1. Name of Reporting Person:
Atlas Capital (Q.P.), L.P. I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group:

(a) o

(b) þ

3. SEC Use Only:

4. Citizenship or Place of Organization:
Texas

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5. Sole Voting Power:
330,508

6. Shared Voting Power:
0

7. Sole Dispositive Power:
330,508

8. Shared Dispositive Power:
0

9. Aggregate Amount Beneficially Owned by Each Reporting Person:
330,508

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

11. Percent of Class Represented by Amount in Row (9):
1.1%

12. Type of Reporting Person:
PN

13G

CUSIP No. 876289109 Page 4 of 11

1. Name of Reporting Person:
Atlas Capital ID Fund, L.P. I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group:

(a) o

(b) þ

3. SEC Use Only:

4. Citizenship or Place of Organization:
Texas

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5. Sole Voting Power:
9,074

6. Shared Voting Power:
0

7. Sole Dispositive Power:
9,074

8. Shared Dispositive Power:
0

9. Aggregate Amount Beneficially Owned by Each Reporting Person:
9,074

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

11. Percent of Class Represented by Amount in Row (9):
0.0%

12. Type of Reporting Person:
PN

13G

CUSIP No. 876289109 Page 5 of 11

1. Name of Reporting Person:
Atlas Capital Management, L.P. I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group:

(a) o

(b) þ

3. SEC Use Only:

4. Citizenship or Place of Organization:
Texas

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5. Sole Voting Power:
1,027,050

6. Shared Voting Power:
0

7. Sole Dispositive Power:
1,027,050

8. Shared Dispositive Power:
0

9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,027,050

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

11. Percent of Class Represented by Amount in Row (9):
3.6%

12. Type of Reporting Person:
HC/PN

13G

CUSIP No. 876289109 Page 6 of 11

1. Name of Reporting Person:
RHA, Inc. I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group:

(a) o

(b) þ

3. SEC Use Only:

4. Citizenship or Place of Organization:
Texas

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5. Sole Voting Power:
1,027,050

6. Shared Voting Power:
0

7. Sole Dispositive Power:
1,027,050

8. Shared Dispositive Power:
0

9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,027,050

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

11. Percent of Class Represented by Amount in Row (9):
3.6%

12. Type of Reporting Person:
HC/CO

13G

CUSIP No. 876289109 Page 7 of 11

1. Name of Reporting Person:
Robert H. Alpert I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group:

(a) o

(b) þ

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:
1,027,050

6. Shared Voting Power:
0

7. Sole Dispositive Power:
1,027,050

8. Shared Dispositive Power:
0

9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,027,050

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

11. Percent of Class Represented by Amount in Row (9):
3.6%

12. Type of Reporting Person:
HC/IN


CUSIP No. 876289109		Page 8 of 11

Item 1(a) Name of Issuer:



		Tarrant Apparel Group

Item 1(b) Address of Issuer’s Principal Executive Offices:



		3151 East Washington Boulevard Los Angeles, California 90023

Item 2(a) Names of Persons Filing:



		Atlas Capital Master Fund, L.P., a Cayman Islands exempted limited partnership Atlas Capital (Q.P.), L.P., a Texas limited partnership Atlas Capital ID Fund, L.P., a Texas limited partnership Atlas Capital Management, L.P., a Texas limited partnership RHA, Inc., a Texas corporation Robert H. Alpert, a citizen of the United States

Item 2(b) Address of Principal Business Offices:



		100 Crescent Court, Suite 880 Dallas, Texas 75201

Item 2(c) Citizenship:



		See Item 2(a) above.

Item 2(d) Title of Class of Securities:



		Common Stock, without par value

Item 2(e) CUSIP No:



		876289109


CUSIP No. 876289109		Page 9 of 11

Item 3 Status of Persons Filing:

(a)   [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)   [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)   [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)   [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)   [ ] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)   [ ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)   [ ] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)   [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)   [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)   [ ] Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4 Ownership:

(a)   As of December 31, 2004, Atlas Capital Master Fund, L.P. (“Master”) was the record holder of 687,468 shares of Common Stock, Atlas Capital (Q.P.), L.P. (“QP”) was the record holder of 330,508 shares of Common Stock and Atlas Capital ID Fund, L.P. (“ID”) was the record holder of 9,074 shares of Common Stock. Atlas Capital Management, L.P. (“ACM”) is the general partner of Master, QP and ID. RHA, Inc. is the general partner of ACM. Robert H. Alpert is the President of RHA, Inc. In the foregoing capacities, ACM, RHA, Inc. and Mr. Alpert may each be deemed to be the indirect beneficial owner of the shares of Common Stock beneficially owned by Master, QP and ID.

(b)   Percent of Class:

    See Item 11 of each cover page.

(c)   Number of shares as to which each person has:

(i)   sole power to vote or to direct the vote:

    See Item 5 of each cover page.

(ii)   shared power to vote or to direct the vote:

    See Item 6 of each cover page.


CUSIP No. 876289109		Page 10 of 11

    (iii)  sole power to dispose or to direct the disposition of:

           See Item 7 of each cover page.

    (iv)  shared power to dispose or to direct the disposition of:

           See Item 8 of each cover page.

Item 5 Ownership of 5% 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: [X]

Item 6 Ownership of More than 5% on Behalf of Another Person:



		Not applicable.

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:



		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No. 876289109		Page 11 of 11

SIGNATURE

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

Date: January 28, 2005

ATLAS CAPITAL (Q.P.), L.P.

By: Atlas Capital Management, L.P., its general partner
By: RHA, Inc., its general partner

By:   /s/ Robert H. Alpert
Robert H. Alpert
President

ATLAS CAPITAL MASTER FUND, L.P.

By: Atlas Capital Management, L.P., its general partner
By: RHA, Inc., its general partner

By:   /s/ Robert H. Alpert
Robert H. Alpert
President

ATLAS CAPITAL ID FUND, L.P.

By: Atlas Capital Management, L.P., its general partner
By: RHA, Inc., its general partner

By:   /s/ Robert H. Alpert
Robert H. Alpert
President

ATLAS CAPITAL MANAGEMENT, L.P.

By: RHA, Inc., its general partner

By:   /s/ Robert H. Alpert
Robert H. Alpert
President

RHA, INC.

By:   /s/ Robert H. Alpert
Robert H. Alpert
President

/s/ Robert H. Alpert
Robert H. Alpert

EXHIBITS

Exhibit 1 Joint Filing Agreement, dated January 28, 2005, entered into by and among Atlas Capital (Q.P.), L.P., Atlas Capital Master Fund, L.P., Atlas Capital ID Fund, L.P., Atlas Capital Management, L.P., RHA, Inc. and Robert H. Alpert.

EX-99.1 2 d22032exv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of Tarrant Apparel Group and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of January 28, 2005.

ATLAS CAPITAL (Q.P.), L.P.

By: Atlas Capital Management, L.P., its general partner
By: RHA, Inc., its general partner

By:   /s/ Robert H. Alpert
Robert H. Alpert
President

ATLAS CAPITAL MASTER FUND, L.P.

By: Atlas Capital Management, L.P., its general partner
By: RHA, Inc., its general partner

By:   /s/ Robert H. Alpert
Robert H. Alpert
President

ATLAS CAPITAL ID FUND, L.P.

By: Atlas Capital Management, L.P., its general partner
By: RHA, Inc., its general partner

By:   /s/ Robert H. Alpert
Robert H. Alpert
President

ATLAS CAPITAL MANAGEMENT, L.P.

By: RHA, Inc., its general partner

By: /s/ Robert H. Alpert

Robert H. Alpert

President

RHA, INC.

By:   /s/ Robert H. Alpert
Robert H. Alpert
President

/s/ Robert H. Alpert
Robert H. Alpert


13G
CUSIP No. 876289109					Page 2 of 11

	1.	Name of Reporting Person: Atlas Capital Master Fund, L.P.			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	þ

	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: 687,468

			6.	Shared Voting Power: 0

			7.	Sole Dispositive Power: 687,468

			8.	Shared Dispositive Power: 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 687,468

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 2.4%

	12.	Type of Reporting Person: PN


13G
CUSIP No. 876289109					Page 3 of 11

	1.	Name of Reporting Person: Atlas Capital (Q.P.), L.P.			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	þ

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: Texas

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 330,508

			6.	Shared Voting Power: 0

			7.	Sole Dispositive Power: 330,508

			8.	Shared Dispositive Power: 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 330,508

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 1.1%

	12.	Type of Reporting Person: PN


13G
CUSIP No. 876289109					Page 4 of 11

	1.	Name of Reporting Person: Atlas Capital ID Fund, L.P.			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	þ

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: Texas

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 9,074

			6.	Shared Voting Power: 0

			7.	Sole Dispositive Power: 9,074

			8.	Shared Dispositive Power: 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 9,074

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 0.0%

	12.	Type of Reporting Person: PN


13G
CUSIP No. 876289109					Page 5 of 11

	1.	Name of Reporting Person: Atlas Capital Management, L.P.			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	þ

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: Texas

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 1,027,050

			6.	Shared Voting Power: 0

			7.	Sole Dispositive Power: 1,027,050

			8.	Shared Dispositive Power: 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,027,050

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 3.6%

	12.	Type of Reporting Person: HC/PN


13G
CUSIP No. 876289109					Page 6 of 11

	1.	Name of Reporting Person: RHA, Inc.			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	þ

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: Texas

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 1,027,050

			6.	Shared Voting Power: 0

			7.	Sole Dispositive Power: 1,027,050

			8.	Shared Dispositive Power: 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,027,050

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 3.6%

	12.	Type of Reporting Person: HC/CO


13G
CUSIP No. 876289109					Page 7 of 11

	1.	Name of Reporting Person: Robert H. Alpert			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	þ

	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: 1,027,050

			6.	Shared Voting Power: 0

			7.	Sole Dispositive Power: 1,027,050

			8.	Shared Dispositive Power: 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,027,050

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 3.6%

	12.	Type of Reporting Person: HC/IN

(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	[ ]	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	[ ]	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	[ ]	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)	[ ]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	[ ]	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

	(a)	As of December 31, 2004, Atlas Capital Master Fund, L.P. (“Master”) was the record holder of 687,468 shares of Common Stock, Atlas Capital (Q.P.), L.P. (“QP”) was the record holder of 330,508 shares of Common Stock and Atlas Capital ID Fund, L.P. (“ID”) was the record holder of 9,074 shares of Common Stock. Atlas Capital Management, L.P. (“ACM”) is the general partner of Master, QP and ID. RHA, Inc. is the general partner of ACM. Robert H. Alpert is the President of RHA, Inc. In the foregoing capacities, ACM, RHA, Inc. and Mr. Alpert may each be deemed to be the indirect beneficial owner of the shares of Common Stock beneficially owned by Master, QP and ID.

	(b)	Percent of Class:

		See Item 11 of each cover page.

	(c)	Number of shares as to which each person has:

	(i)	sole power to vote or to direct the vote:

		See Item 5 of each cover page.

	(ii)	shared power to vote or to direct the vote:

		See Item 6 of each cover page.

		(iii) sole power to dispose or to direct the disposition of:

		See Item 7 of each cover page.

		(iv) shared power to dispose or to direct the disposition of:

		See Item 8 of each cover page.


	ATLAS CAPITAL (Q.P.), L.P. By: Atlas Capital Management, L.P., its general partner By: RHA, Inc., its general partner

	By:	/s/ Robert H. Alpert
		Robert H. Alpert
		President

	ATLAS CAPITAL MASTER FUND, L.P. By: Atlas Capital Management, L.P., its general partner By: RHA, Inc., its general partner

	By:	/s/ Robert H. Alpert
		Robert H. Alpert
		President

	ATLAS CAPITAL ID FUND, L.P. By: Atlas Capital Management, L.P., its general partner By: RHA, Inc., its general partner

	By:	/s/ Robert H. Alpert
		Robert H. Alpert
		President

	ATLAS CAPITAL MANAGEMENT, L.P. By: RHA, Inc., its general partner

	By:	/s/ Robert H. Alpert
		Robert H. Alpert
		President

	RHA, INC.
	By:	/s/ Robert H. Alpert
		Robert H. Alpert
		President


	/s/ Robert H. Alpert
	Robert H. Alpert


Exhibit 1	Joint Filing Agreement, dated January 28, 2005, entered into by and among Atlas Capital (Q.P.), L.P., Atlas Capital Master Fund, L.P., Atlas Capital ID Fund, L.P., Atlas Capital Management, L.P., RHA, Inc. and Robert H. Alpert.