-----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, Qr8UkogupHKNUhXaOYAViOrhYim8egrU1bDSAWd1XggEJUmxmMuoCxrcR35MrOYc g6FbpaEwM+olo4oQ/YPk8g== 0000891836-02-000185.txt : 20020418 0000891836-02-000185.hdr.sgml : 20020418 ACCESSION NUMBER: 0000891836-02-000185 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020418 GROUP MEMBERS: EQUITY-LINKED INVESTORS - II GROUP MEMBERS: ROHIT M. DESAI GROUP MEMBERS: ROHIT M. DESAI ASSOCIATES - II 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: 0130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48040 FILM NUMBER: 02614725 BUSINESS ADDRESS: STREET 1: 529 FIFTH AVE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123827400 MAIL ADDRESS: STREET 1: 529 5TH AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 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 sc0109-02.txt AMENDMENT 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* Finlay Enterprises, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 317884203 - -------------------------------------------------------------------------------- (CUSIP Number) Rohit M. Desai c/o Desai Capital Management 540 Madison Avenue New York, New York 10022 (212) 838-9191 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 11, 2002 - -------------------------------------------------------------------------------- (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 that 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 [_]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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 ("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 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Equity-Linked Investors - II - -------------------------------------------------------------------------------- 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 New York - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH ------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 0 ------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (c) [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -2- - -------------------------------------------------------------------------------- CUSIP NO. 317884203 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rohit M. Desai - -------------------------------------------------------------------------------- 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 United States - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH ------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 0 ------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (c) [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -3- - -------------------------------------------------------------------------------- CUSIP NO. 317884203 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rohit M. Desai Associates - II - -------------------------------------------------------------------------------- 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 New York - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH ------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 0 ------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (c) [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -4- - -------------------------------------------------------------------------------- CUSIP NO. 317884203 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Desai Capital Management Incorporated - -------------------------------------------------------------------------------- 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 New York - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH ------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 0 ------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (c) [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -5- This Amendment No. 2 to Schedule 13D (this "Amendment"), filed by Equity-Linked Investors-II ("ELI II"), Rohit M. Desai Associates-II ("RMDA II"), Desai Capital Management Incorporated ("DCMI") and Rohit M. Desai ("Desai," and together with ELI II, RMDA II, and DCMI, the "Reporting Persons") relates to the common stock, par value $0.01 per share, of Finlay Enterprises, Inc. ("Finlay"), a Delaware corporation, and amends the following items of the Reporting Persons' statement on Schedule 13D/A filed on October 22, 1997 (the "Schedule 13D"). ITEM 1. SECURITY AND ISSUER. This Amendment relates to the common stock, par value $0.01 per share (the "Common Stock") of Finlay. The address of the Company's principal executive offices is 529 Fifth Avenue, New York, New York 10017. ITEM 2. IDENTITY AND BACKGROUND Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows: The name and state of formation or citizenship, as applicable, of each person or entity reporting pursuant to this Amendment is herein incorporated by reference to questions 1 and 6 on the cover page of each respective Reporting Person. Each of the Reporting Persons is engaged in private equity investing. The principal office or business address, as applicable, of each of the Reporting Persons is c/o Desai Capital Management, 540 Madison Avenue, New York, NY 10022. Desai is the managing general partner of RMDA II, a New York general partnership. The partners of RMDA II are Desai, Katharine B. Desai and the Irrevocable Trust #1 for the descendants of Rohit M. Desai (the "Desai Irrevocable Trust"). RMDA II is the general partner of ELI II, a New York limited partnership. DCMI, a New York corporation, serves as the investment adviser to ELI II. Set forth in Schedule A and incorporated herein by reference are the names, business addresses and employments of each executive officer and director of DCMI (each, a "Desai Capital Disclosed Party"). During the last five years, none of the Desai Irrevocable Trust, any Reporting Person or, to the knowledge of DCMI, any Desai Capital Disclosed Party, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such law. -6- ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended and restated in its entirety as follows: ELI II acquired the Common Stock in the ordinary course of its business solely for investment purposes. The Reporting Persons have no present plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 of the Schedule 13D is hereby amended to include the following: The Reporting Persons beneficially own 0 shares of Common Stock representing 0% of the Common Stock of Finlay. 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 was 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 as an investment adviser to ELI II. Desai is the managing general partner of RMDA II and the sole stockholder, Chairman of the Board, President and Treasurer of DCMI. On April 4, 2002, ELI II and Finlay entered into a letter agreement (the "Letter Agreement"), whereby ELI II agreed to sell to Finlay, and Finlay agreed to purchase from ELI II, 526,562 shares of Common Stock for $11.00 per share. On April 11, 2002, ELI II and Finlay consummated the transaction contemplated in the Letter Agreement and ELI II delivered to Finlay 526,562 shares of Common Stock and Finlay delivered the agreed purchase price for such Common Stock of $5,792,182. The Common Stock sold by ELI II represented all of the Common Stock held by ELI II in Finlay and as of April 11, 2002, the Reporting Persons ceased to beneficially own any Common Stock of Finlay. During the past sixty days, ELI II sold Common Stock of Finlay. On March 28, 2002, ELI II sold 9,000 shares of Common Stock for $11.29 per share. On April 3, 2002, ELI II sold 6,000 shares of Common Stock for $11.50 per share. The response of each Reporting Person to Items 7 through 13 on each of their respective cover pages which relate to the beneficial ownership of the Common Stock of Finlay is incorporated herein by reference. Pursuant to Rule 13d-4 under the Act, as amended, each of RMDA II, DCMI and Desai hereby declare that the filing of this Amendment shall not be construed as an admission that any person other than ELI II was the beneficial owner of any securities covered by this Amendment. -7- Except as reported in this Item 5 above and incorporated by reference herein, there have been no transactions involving the Common Stock during the past sixty days which are required to be reported in this Amendment. The first, second, tenth and last paragraphs of Item 5 of the Schedule 13D are hereby deleted. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. Item 6 of the Schedule 13D is hereby amended to include the following: See "Item 5. Interest in Securities of the Issuer" for a description of the Letter Agreement, which is qualified in its entirety by reference to the agreement, a copy of which is filed as an exhibit to this Amendment and is specifically incorporated herein by reference in answer to this Item 6. ELI II entered into three stock trading plans with Credit Suisse First Boston Corporation ("CSFBC") in order to sell shares of Common Stock. Pursuant to the stock trading plans, dated April 9, 2001, June, 21, 2001, and September 13, 2001, respectively, CSFBC sold shares of Common Stock on behalf on ELI II. Such stock trading plans provided for the amount of shares of Common Stock to be sold by CSFBC on behalf of ELI II, at certain price levels during pre-determined periods. The above description of the stock trading plans are qualified in their entirety by reference to such stock trading plans, a copy of which are filed as exhibits to this Amendment and is specifically incorporated herein by reference in answer to this Item 6. The first paragraph of Item 6 of the Schedule 13D is hereby amended by deleting the references to the Rohit M. Desai Family Trust and Joseph F. McDonald, which such references are to be replaced by the Irrevocable Desai Trust. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 of the Schedule 13D is hereby amended to include the following: Schedule A: Directors and Executive Officers of Desai Capital Management Incorporated. Exhibit 12: Letter Agreement, dated April 4, 2002, by and between DCMI and Finlay. Exhibit 13: Stock Trading Plan, dated April 9, 2001, by and between ELI II and CSFBC. Exhibit 14: Stock Trading Plan, dated June 21, 2001, by and between ELI II and CSFBC. -8- Exhibit 15: Stock Trading Plan, dated September 13, 2001, by and between ELI II and CSFBC. -9- 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. Dated: April 18, 2002 EQUITY-LINKED INVESTORS-II By: Rohit M. Desai Associates-II its general partner By: /s/ Rohit M. Desai ---------------------------------- Name: Rohit M. Desai Title: Managing Partner ROHIT M. DESAI ASSOCIATES-II By: /s/ Rohit M. Desai ---------------------------------- Name: Rohit M. Desai Title: Managing Partner DESAI CAPITAL MANAGEMENT INCORPORATED By: /s/ Rohit M. Desai ---------------------------------- Name: Rohit M. Desai Title: President ROHIT M. DESAI By: /s/ Rohit M. Desai ---------------------------------- Name: Rohit M. Desai SCHEDULE A DIRECTORS AND OFFICERS OF DESAI CAPITAL MANAGEMENT INCORPORATED The name, present principal occupation or employment, of each of the directors and executive officers of Desai Capital Management Incorporated is set forth below. Each of the directors and executive officers is a citizen of the United States. The business address of each director and executive officer is Desai Capital Management Incorporated, 540 Madison Avenue, New York, N.Y., 10022. Name Present Principal Occupation or Employment - ------------------------- ---------------------------------------------------- Rohit M. Desai Chairman of the Board, President and Treasurer Frank J. Pados, Jr. Executive Vice President Timothy R. Kelleher Senior Vice President Andre J. McSherry Vice President- Finance and Administration Jimmy C. Chen Assistant Vice President Katharine B. Desai Director, Secretary EXHIBIT INDEX EDGAR Exhibit Exhibit No. Description No. - ------- ------------------------------------------------------ ------- 12 Letter Agreement, dated April 4, 2002, by and between 99.12 DCMI and Finlay. 13 Stock Trading Plan, dated April 9, 2001, by and between 99.13 ELI II and CSFBC. 14 Stock Trading Plan, dated June 21, 2001, by and between 99.14 ELI II and CSFBC. 15 Stock Trading Plan, dated September 13, 2001, by and 99.15 between ELI II and CSFBC. EX-99.12 3 sc0109-02b.txt EXHIBIT 12: LETTER AGREEMENT Exhibit 12 DESAI CAPITAL MANAGEMENT INCORPORATED 540 Madison Avenue New York, N.Y. 10022 -- (212) 838-9191 Fax (212) 838-9807 April 4, 2002 Mr. Arthur E. Reiner Chairman of the Board Finlay Enterprises, Inc. 529 Fifth Avenue, New York, New York 10017 Re: Sale of Shares of Common Stock of Finlay Enterprises, Inc. ---------------------------------------------------------- Dear Mr. Reiner: This letter confirms the agreement of Equity-Linked Investors-II ("ELI-II") to sell to Finlay Enterprises, Inc. (the "Company") an aggregate of 526,562 shares (the "Shares") of the common stock of the Company, on the terms set forth therein. 1. Simultaneously with the execution and delivery of this Agreement, (i) the Company shall purchase from ELI-II, and ELI-II shall sell to the Company, the Shares at a price of $11.00 per share, or an aggregate price of $5,792,182 (the "Purchase Price"), and (ii) the Company shall deliver to ELI-II the Purchase Price by wire transfer to an account designated by ELI-II, and ELI-II will deliver to the Company one or more stock certificates representing the Shares, with stock powers duly endorsed in blank attached thereto. 2. ELI-II represents and warrants to the Company that (a) the Shares are owned by ELI-II and represent all of the capital stock of the Company owned by ELI-II or any affiliate thereof or of Rohit M. Desai, (b) the Shares are being sold free and clear of all encumbrances, liens of any kind whatsoever ("Encumbrances"), other than the restrictions imposed by Federal and state securities law, (c) ELI-II is authorized to enter into this Agreement and consummate the transactions contemplated hereby and (d) it is fully familiar with the financial condition of the Company and has had an adequate opportunity to ask and have answered questions regarding the financial and business condition of the Company. 3. The Company represents that all necessary corporate actions have been taken and approved, including by the board of directors, to authorize the transaction contemplated herein. 4. This Agreement shall be governed by the laws of the State of New York and may not be modified except by a writing executed by the parties hereto. Please confirm your agreement to the foregoing by executing the enclosed copy of this letter where indicated. Very truly yours, EQUITY-LINKED INVESTORS-II By Rohit M Desai Associates II as General Partner By: /s/ Rohit M. Desai ----------------------------------------- Name: Rohit M. Desai Title: President AGREED AND ACCEPTED: FINLAY ENTERPRISES, INC. By: /s/ Bruce Zurlnick ------------------------------- Name: BRUCE ZURLNICK Title: Sr. V.P., Treasurer & CFO EX-99.13 4 sc0109-02c.txt EXHIBIT 13: STOCK TRADING PLAN Exhibit 13 STOCK TRADING PLAN This Stock Trading Plan, dated April 9, 2001 (the "Plan"), is being adopted by Equity-Linked Investors-II ("Client") issued as an instruction to Credit Suisse First Boston Corporation ("CSFBC") to facilitate the sale of shares of the common stock (the "Shares") of Finlay Enterprises, Inc. ("Issuer") by Client. In order to liquidate the investment portfolio, Client desires to sell the Shares. To dispel any inference the Client is trading in the Shares on the basis of, while using, when in possession of, or when aware of material nonpublic information, or that the trades in the Shares evidence the Client's knowledge of material nonpublic information, or information at a variance with Issuer's statements to Investors; Client has determined to instruct CSFBC to sell a pre-determined amount of Shares pursuant to the formula described in Exhibit A. 1. Client hereby represents, warrants and acknowledges that it: (a) as of the date of this Plan, is not aware of any material nonpublic information regarding Issuer and is not subject to any legal, regulatory or contractual restriction or undertaking that would prevent CSFBC from acting upon the instructions set forth in this Plan; (b) is entering into this Plan in good faith and not as part of any scheme to evade the prohibitions of Rule 10b5-1 adopted under the Securities Exchange Act of 1934, as amended; and (c) has not entered into, and will not enter into, any corresponding or hedging transaction or position with respect to the Shares. 2. It is the intent of the Client that this Plan comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Securities Exchange Act of 1934 (the "Exchange Act") and this Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c). 3. CSFBC agrees to conduct all sales in accordance with the manner of sale requirement of Rule 144 under the Securities Act of 1933, and in no event shall CSFBC effect any sale if such sale would exceed the then applicable volume limitation under Rule 144, assuming CSFBC's sales under this Plan are the only sales subject to that limitation. Client agrees not to take, and agrees to cause any person or entity with which he or she would be required to aggregate sales of Shares pursuant to paragraph (a)(2) or (e) of Rule 144 not to take, any action that would cause the sales not to comply with Rule 144. CSFBC will be responsible for completing and filing on behalf of the Client the required Form 144s. Client understands and agrees that CSFBC shall make one Form 144 filing at the beginning of the period commencing April 16, 2001. 4. Client acknowledges that, subject to its compliance with the manner of sale requirement under paragraph (g) of Rule 144, CSFBC may make a market in the Shares and will continue to engage in market-making activities while executing transactions on behalf of Client pursuant to the Plan. 5. Except as provided in paragraph 6, Client will not discuss with CSFBC the timing of the trading in the Shares on his/her behalf (other than to confirm these instructions and describe them if necessary). 6. Client shall immediately notify CSFBC if Client becomes subject to a legal, regulatory or contractual restriction or undertaking that would prevent CSFBC from making sales of Shares pursuant to this Plan, and, in such a case, Client and CSFBC shall cooperate to amend or otherwise revise this Plan to take account of such legal, regulatory or contractual restriction or undertaking (provided that neither party shall be obligated to take any action that would be inconsistent with the requirements of Rule 10b5-1(c)). 7. During any open trading window, Client may revise this Plan or execute a new one, provided that it submits it to Issuer for its review and authorization and provided that it is approved at least 3 days in advance of any trade executed according to that revised or new plan. Any revision or new plan shall be in writing, be made in good faith and not be part of any scheme to evade the prohibitions of Rule 10b5-1. 8. Client agrees to make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act, and represents and agrees that this Plan and the actions to be taken in furtherance thereof are in compliance with applicable state securities laws. 9. Trades under the Plan shall not occur during the two-business day period following the public release by Issuer of its earnings or comparable store sale figures, subject to telephone confirmation by Client one business day in advance. 10. The Plan shall terminate if the Issuer engages in an underwritten offering of securities and the lead underwriter of such offering requires that officers and directors of the Issuer enter into a lock-up or market stand-off agreement. Such termination shall take effect at the commencement of the lock-up or stand-off period. 11. The Plan shall be terminated if at any time any trade contemplated hereunder shall result in a violation or adverse consequence under applicable securities laws or have a material adverse effect on the Issuer (such as a sale that would cause the Issuer to lose pooling treatment for a merger). Unless earlier terminated, this Plan shall terminate on July 15, 2001. Client will give reasonable prior written notice of any termination to CSFBC. This Plan shall be governed by and construed in accordance with the laws of the State of New York. 2 /s/ Rohit M. Desai --------------------------------------- (Signature) Rohit M. Desai --------------------------------------- (Print Name) Reviewed on April 9, 2001 Finlay Enterprises, Inc. -------------------- --------------------------------------- (Name of Issuer) By: /s/ Arthur E. Reiner -------------------------------- Name: Arthur E. Reiner -------------------------------- Title: Chairman of the Board, -------------------------------- President and Chief Executive Officer Acknowledged and Accepted: CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/Amy M. Grossman --------------------------------- Amy M. Grossman Director 3 Exhibit A SHARE TRADING FORMULA Sell an aggregate of 100,000 shares of FNLY from April 16 to July 15, 2001 (selling period) at prevailing market price, but in no event less than $11.00 per share. The shares shall be sold every day that the Nasdaq Stock Market is open for trading during the selling period, with the number of shares sold each day calculated as follows: shares remaining for sale/number of open trading days remaining in the selling period (excluding trading days prohibited under paragraph 9); provided that the number of shares sold within any three-month period shall not exceed the volume limitations provided in Rule 144(e)(1). This calculation shall be used whenever shares are sold on a daily basis. EX-99.14 5 sc0109-02d.txt EXHIBIT 14: STOCK TRADING PLAN Exhibit 14 STOCK TRADING PLAN This Stock Trading Plan, dated June 21, 2001 (the "Plan"), is being adopted by Equity-Linked Investors-II ("Client") and issued as an instruction to Credit Suisse First Boston Corporation ("CSFBC") to facilitate the sale of shares of the common stock (the "Shares") of Finlay Enterprises, Inc. ("Issuer") by Client. In order to liquidate the investment portfolio, Client desires to sell the Shares. To dispel any inference the Client is trading in the Shares on the basis of, while using, when in possession of, or when aware of material nonpublic information, or that the trades in the Shares evidence the Client's knowledge of material nonpublic information, or information at variance with Issuer's statements to Investors; Client has determined to instruct CSFBC to sell a pre-determined amount of Shares pursuant to the formula described in Exhibit A. 1. Client hereby represents, warrants and acknowledges that it: (a) as of the date of this Plan, is not aware of any material nonpublic information regarding Issuer and is not subject to any legal, regulatory or contractual restriction or undertaking that would prevent CSFBC from acting upon the instructions set forth in this Plan; (b) is entering into this Plan in good faith and not as part of any scheme to evade the prohibitions of Rule 10b5-1 adopted under the Securities Exchange Act of 1934, as amended; and (c) has not entered into, and will not enter into, any corresponding or hedging transaction or position with respect to the Shares. 2. It is the intent of the Client that this Plan comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Securities Exchange Act of 1934 (the "Exchange Act") and this Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c). 3. CSFBC agrees to conduct all sales in accordance with the manner of sale requirement of Rule 144 under the Securities Act of 1933, and in no event shall CSFBC effect any sale if such sale would exceed the then applicable volume limitation under Rule 144, assuming CSFBC's sales under this Plan are the only sales subject to that limitation. Client agrees not to take, and agrees not to cause any person or entity with which he or she would be required to aggregate sales of Shares pursuant to paragraph (a)(2) or (e) of Rule 144 not to take, any action that would cause the sales not to comply with Rule 144. CSFBC will be responsible for completing and filing on behalf of the Client the required Form 144s. Client understands and agrees that CSFBC shall make one Form 144 filing at the beginning of the period commencing July 16, 2001. 4. Client acknowledges that, subject to its compliance with the manner of sale requirement under paragraph (g) of Rule 144, CSFBC may make a market in the Shares and will continue to engage in market-making activities while executing transactions on behalf of Client pursuant to the Plan. 5. Except as provided in paragraph 6, Client will not discuss with CSFBC the timing of the trading in the Shares on his/her behalf (other than to confirm these instructions and describe them if necessary). 6. Client shall immediately notify CSFBC if Client becomes subject to a legal, regulatory or contractual restriction or undertaking that would prevent CSFBC from making sales of Shares pursuant to this Plan, and, in such case, Client and CSFBC shall cooperate to amend or otherwise revise this Plan to take account of such legal, regulatory or contractual restriction or undertaking (provided that neither party shall be obligated to take any action that would be inconsistent with the requirements of Rule 10b5-1(c)). 7. During any open trading window, Client may revise this Plan or execute a new one, provided that it submits it to Issuer for its review and authorization and provided that it is approved at least 3 days in advance of any trade executed according to that revised or new plan. Any revision or new plan shall be in writing, be made in good faith and not be part of any scheme to evade the prohibitions of Rule 10b5-1. 8. Client agrees to make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act, and represents and agrees that this Plan and the actions to be taken in furtherance thereof are in compliance with applicable state securities laws. 9. Trades under the Plan shall not occur during the two-business day period following the public release by Issuer of its earnings or comparable store sale figures, subject to telephonic confirmation by Client one business day in advance. 10. The Plan shall terminate if the Issuer engages in an underwritten offering of securities and the lead underwriter of such offering requires that officers and directors of the Issuer enter into a lock-up or market stand-off agreement. Such termination shall take effect at the commencement of the lock-up or stand-off period. 11. The Plan shall be terminated if at any time any trade contemplated hereunder shall result in a violation or adverse consequence under applicable securities laws or have a material adverse effect on the Issuer (such as a sale that would cause the Issuer to lose pooling treatment for a merger). Unless earlier terminated, this Plan shall terminate on October 14, 2001. Client will give reasonable prior written notice of any termination to CSFBC. This plan shall be governed by and construed in accordance with the laws of the State of New York. -2- /s/ Rohit M. Desai --------------------------------------- (Signature) Rohit M. Desai --------------------------------------- (Print Name) Reviewed on 6/22/01 Finlay Enterprises, Inc. -------------------- --------------------------------------- (Name of Issuer) By: /s/ Bonni G. Davis -------------------------------- Name: Bonni G. Davis -------------------------------- Title: Vice President -------------------------------- Acknowledged and Accepted: CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/Amy M. Grossman ------------------------- Amy M. Grossman Exhibit A SHARE TRADING FORMULA Sell an aggregate of 100,000 shares of FNLY from July 16 to October 14, 2001 (selling period) at prevailing market price, but in no event less than $11.00 per share. The shares shall be sold everyday that the Nasdaq Stock Market is open for trading during the selling period, with the number of shares sold each day calculated as follows: If the market price of FNLY is between $11.00 to $11.50 per share - shares remaining for sale/number of open trading days remaining in the selling period (formula) (excluding trading days prohibited under paragraph 9), If the market price of FNLY is between $11.51 to $12.00 per share - up to 3 times the formula (excluding trading days prohibited under paragraph 9), If the market price of FNLY is $12.01 or above per share - up to 6 times the formula (excluding trading days prohibited under paragraph 9); provided that the number of shares sold within any three-month period shall not exceed the volume limitations provided in Rule 144(e)(1). This calculation shall be used whenever shares are sold on a daily basis. EX-99.15 6 sc0109-02e.txt EXHIBIT 15: STOCK TRADING PLAN Exhibit 15 STOCK TRADING PLAN This Stock Trading Plan, dated September 13, 2001 (the "Plan"), is being adopted by Equity-Linked Investors-II ("Client") and issued as an instruction to Credit Suisse First Boston Corporation ("CSFBC") to facilitate the sale of shares of the common stock (the "Shares") of Finlay Enterprises, Inc. ("Issuer") by Client. In order to liquidate the investment portfolio, Client desires to sell the Shares. To dispel any inference the Client is trading in the Shares on the basis of, while using, when in possession of, or when aware of material nonpublic information, or that the trades in the Shares evidence the Client's knowledge of material nonpublic information, or information at variance with Issuer's statements to Investors; Client has determined to instruct CSFBC to sell a pre-determined amount of Shares pursuant to the formula described in Exhibit A. 1. Client hereby represents, warrants and acknowledges that it: (a) as of the date of this Plan, is not aware of any material nonpublic information regarding Issuer and is not subject to any legal, regulatory or contractual restriction or undertaking that would prevent CSFBC from acting upon the instructions set forth in this Plan; (b) is entering into this Plan in good faith and not as part of any scheme to evade the prohibitions of Rule 10b5-1 adopted under the Securities Exchange Act of 1934, as amended; and (c) has not entered into, and will not enter into, any corresponding or hedging transaction or position with respect to the Shares. 2. It is the intent of the Client that this Plan comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Securities Exchange Act of 1934 (the "Exchange Act") and this Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c). 3. CSFBC agrees to conduct all sales in accordance with the manner of sale requirement of Rule 144 under the Securities Act of 1933, and in no event shall CSFBC effect any sale if such sale would exceed the then applicable volume limitation under Rule 144, assuming CSFBC's sales under this Plan are the only sales subject to that limitation. Client agrees not to take, and agrees to cause any person or entity with which he or she would be required to aggregate sales of Shares pursuant to paragraph (a)(2) or (e) of Rule 144 not to take, any action that would cause the sales not to comply with Rule 144. CSFBC will be responsible for completing and filing on behalf of the Client the required Form 144s. Client understands and agrees that CSFBC shall make one Form 144 filing at the beginning of the period commencing October 15, 2001. 4. Client acknowledges that, subject to its compliance with the manner of sale requirement under paragraph (g) of Rule 144, CSFBC may make a market in the Shares and will continue to engage in market-making activities while executing transactions on behalf of Client pursuant to the Plan. 5. Except as provided in paragraph 6, Client will not discuss with CSFBC the timing of the trading in the Shares on his/her behalf (other than to confirm these instructions and describe them if necessary). 6. Client shall immediately notify CSFBC if Client becomes subject to a legal, regulatory or contractual restriction or undertaking that would prevent CSFBC from making sales of Shares pursuant to this Plan, and, in such a case, Client and CSFBC shall cooperate to amend or otherwise revise this Plan to take account of such legal, regulatory or contractual restriction or undertaking (provided that neither party shall be obligated to take any action that would be inconsistent with the requirements of Rule 10b5-l(c)). 7. During any open trading window, Client may revise this Plan or execute a new one, provided that it submits it to Issuer for its review and authorization and provided that it is approved at least 3 days in advance of any trade executed according to that revised or new plan. Any revision or new plan shall be in writing, be made in good faith and not be part of any scheme to evade the prohibitions of Rule 10b5-1. 8. Client agrees to make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act, and represents and agrees that this Plan and the actions to be taken in furtherance thereof are in compliance with applicable state securities laws. 9. Trades under the Plan shall not occur during the two-business day period following the public release by Issuer of its earnings or comparable store sale figures, subject to telephonic confirmation by Client one business day in advance. 10. The Plan shall terminate if the Issuer engages in an underwritten offering of securities and the lead underwriter of such offering requires that officers and directors of the Issuer enter into a lock-up or market stand-off agreement. Such termination shall take effect at the commencement of the lock-up or stand-off period. 11. The Plan shall be terminated if at any time any trade contemplated hereunder shall result in a violation or adverse consequence under applicable securities laws or have a material adverse effect on the Issuer (such as a sale that would cause the Issuer to lose pooling treatment for a merger). Unless earlier terminated, this Plan shall terminate on January 13, 2002. Client will give reasonable prior written notice of any termination to CSFBC. This Plan shall be governed by and construed in accordance with the laws of the State of New York. -2- /s/ Rohit M. Desai --------------------------------------- (Signature) Rohit M. Desai --------------------------------------- (Print Name) Finlay Enterprises, Inc. Reviewed on --------------------------------------- September 14, 2001 (Name of Issuer) By: /s/ Bonni G. Davis -------------------------------- Name: Bonni G. Davis -------------------------------- Title: Vice President -------------------------------- Acknowledged and Accepted: CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/Amy M. Grossman ------------------------- Amy M. Grossman -3- Exhibit A SHARE TRADING FORMULA Sell an aggregate of 100,000 shares of FNLY from October 15, 2001 to January 13, 2002 (selling period) at prevailing market price, but in no event less than $11.00 per share. The shares shall be sold everyday that the Nasdaq Stock Market is open for trading during the selling period, with the number of shares sold each day calculated as follows: If the market price of FNLY is between $11.00 to $11.50 per share - shares remaining for sale/number of open trading days remaining in the selling period (formula) (excluding trading days prohibited under paragraph 9), If the market price of FNLY is between $11.51 to $12.00 per share -- up to 3 times the formula (excluding trading days prohibited under paragraph 9), If the market price of FNLY is $12.01 or above per share -- up to 6 times the formula (excluding trading days prohibited under paragraph 9); provided that the number of shares sold within any three-month period shall not exceed the volume limitations provided in Rule 144(e)(l). This calculation shall be used whenever shares are sold on a daily basis. -----END PRIVACY-ENHANCED MESSAGE-----