UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Blair Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
092828102
(CUSIP Number)
Michael Emanuel, Esq.
c/o Loeb Partners Corporation
61 Broadway, N.Y., N.Y., 10006 (212) 483-7047
(Name, address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 10, 2005
(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 statement [ ]. (A fee is not
required only if the following reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described is 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 remained of this cover page shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP NO. 092828102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Partners Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 17,911 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 14,210 Shares of Common stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 17,911 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
14,210 Shares of Common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,121 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)
0.39%
14 TYPE OF REPORTING PERSON*
CO, BD, IA
SCHEDULE 13D
CUSIP NO. 092828102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Arbitrage Fund
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 405,087 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 405,087 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
405,087 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)
4.94%
14 TYPE OF REPORTING PERSON*
PN, BD
SCHEDULE 13D
CUSIP NO. 092828102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Offshore Fund Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 38,154 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 38,154 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,154 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)
0.47%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP NO. 092828102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Marathon Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 55,757 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 55,757 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,757 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)
0.68%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP NO. 092828102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Marathon Offshore Fund, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 20,208 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 20,208 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,208 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)
0.25%
14 TYPE OF REPORTING PERSON*
CO
Item 1. Security and Issuer.
------ -------------------
This statement refers to the Common Stock of Blair Corp., 220 Hickory St.,
Warren, PA 16366.
Item 2. Identity and Background.
------ -----------------------
Loeb Arbitrage Fund ("LAF"), 61 Broadway, New York, New York, 10006, is a New
York limited partnership. It is a registered broker/dealer. Its general partner
is Loeb Arbitrage Management, Inc., ("LAM"), a Delaware corporation, with the
same address. Its President is Gideon J. King. The other officers of LAM are
Thomas L. Kempner, Chairman of the Board, President, Peter A. Tcherepnine, Vice
President, Edward J. Campbell, Vice President. Loeb Partners Corporation
("LPC"), 61 Broadway, New York, New York, 10006, is a Delaware corporation. It
is a registered broker/dealer and a registered investment adviser. Thomas L.
Kempner is its President and a director and its Chief Executive Officer. Norman
N. Mintz is a Vice President and also a director. Gideon J. King is Executive
Vice President. Loeb Holding Corporation ("LHC"), a Maryland corporation, 61
Broadway, New York, New York, 10006 is the sole stockholder of LAM and LPC.
Thomas L. Kempner is its President and a director as well as its Chief Executive
Officer and majority stockholder. Norman N. Mintz and Peter A. Tcherepnine are
also directors. Loeb Offshore Fund, Ltd., ("LOF") is a Cayman Islands exempted
company. Loeb Offshore Management, LLC ("LOM") is a Delaware limited liability
company, a registered investment adviser and is wholly owned by Loeb Holding
Corporation. It is the investment adviser of LOF. Gideon J. King and Thomas L.
Kempner are Directors of LOF and Managers of LOM. Loeb Marathon Fund ("LMF") is
a Delaware limited partnership whose general partner is LAM. Loeb Marathon
Offshore Fund Ltd. ("LMOF") is a Cayman Islands exempted company. LOM is the
investment adviser of LMOF. All of the individuals named are United States
citizens. None have been, within the last five years, convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding been or are 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 violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Compensation.
------ ------------------------------------------------
Shares of Common Stock were acquired by LAF, LPC, LMF, LOF and
LMOF in margin accounts maintained with Bear Stearns Securities Corp.
Item 4. Purpose of Transaction.
------ ----------------------
LAF, LPC*, LMF, LOF and LMOF ("Loeb") had previously acquired shares of Common
Stock for investment purposes. Loeb had previously issued a press release
stating its opinions about the Issuer's financial and managerial posture. In
addition, Loeb sent the following letter to the Issuer and its Board of
Directors on May 10, 2005. The letter suggests a proposed transaction whereby
Loeb would acquire the Issuer. Loeb reserves the right, consistent with
applicable law, to acquire additional securities of the Issuer (whether through
open market purchases, block trades, private acquisitions, tender or exchange
offers or otherwise). Loeb intends to review its investment in the Issuer on a
continuing basis and engage in further discussions with management and the Board
of Directors of the Issuer concerning the business, operations and future plans
of the Issuer. Depending on various factors, including, without limitation, the
Issuer's financial position and investment strategy, the price levels of the
Common Stock, conditions in the securities markets and general economic and
industry conditions, Loeb may in the future take additional actions with respect
to its investment in the Issuer as it deems appropriate including, without
limitation, seeking Board representation, making additional or amended proposals
to the Issuer concerning the capitalization and operations of the Issuer,
purchasing additional Common Stock, selling some or all of its Common Stock,
engaging in short selling of or any hedging or similar transaction with respect
to the Common Stock or changing its intention partially or entirely with respect
to any and all matters referred to in Item 4.
Letter of May 10, 2005:
Craig N. Johnson
Chairman of the Board
John E. Zawacki
President and Chief Executive Officer
Blair Corporation
220 Hickory Street
Wharton, PA 16366-0001
Attn: Board of Directors and Executive Officers
We are pleased to see that the management and Board of Directors of Blair
Corporation have elected to monetize the company's consumer credit portfolio.
However, we are disappointed by the way in which the stock market continues to
value the company, even in light of the apparent likelihood of approximately
$140,000,000.00 in proceeds from such sale being distributed to shareholders. As
an alternative to the distribution of a portion of the proceeds from the sale of
the consumer credit portfolio, we propose the following transaction. Loeb
Partners Corporation, or an affiliate thereof, subject to due diligence and
other customary conditions, proposes to acquire Blair Corporation for $36.00 per
share, for an aggregate consideration of approximately $297 million based upon
8,247,426 shares outstanding. Should further value surface during due diligence,
Loeb may be willing to increase the per share value of the transaction.
As you are aware, we are a family of investment funds located in New York, New
York and, together with our affiliates, the owner of approximately 6.7% of the
outstanding common stock of Blair. We are confident in our ability to finance
the proposed transaction. It is our intention to utilize cash on hand or a
financing arrangement. We are prepared to commence due diligence immediately and
believe that we can complete the process in a very short period of time.
We believe this proposed transaction would provide liquidity and a premium to
current shareholders. We request that the Board of Directors consider our
proposal and respond on or before May 18, 2005. Please be advised that we have
no desire to pursue this proposed transaction other than on a friendly basis
with the support of the Board of the company. We and our advisors are prepared
to promptly meet with you to explain the details of our proposal and commence
the due diligence and transaction agreement negotiation process.
Loeb Partners Corporation
Gideon J. King
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) The persons reporting hereby owned the following shares of
Common Stock as of May 6, 2005.
Shares of Common Stock
Loeb Arbitrage Fund 405,087
Loeb Partners Corporation* 32,121
Loeb Offshore Fund Ltd. 38,154
Loeb Marathon Fund LP 55,757
Loeb Marathon Offshore Fund Ltd. 20,208
---------
551,327
The total shares of Common Stock constitutes 6.72% the 8,247,426 outstanding
shares of Common Stock as reported by the issuer.
-------------------------
*Including shares of Common Stock purchased and sold for the account of one
customer of Loeb Partners Corporation as to which it has investment discretion.
(b) See paragraph (a) above.
(c) The following purchases of Common Stock have been made in the last sixty
(60) days by the following: Purchases of Common Stock
Holder Date Shares Average Price
Loeb Partners Corp.* 05-02-05 352 $33.22
05-04-05 166 33.58
05-06-05 54 33.95
Holder Shares Average Price
Loeb Arbitrage Fund 05-02-05 5194 $33.22
05-04-05 2017 33.58
05-06-05 668 33.94
Holder Date Shares Average Price
Loeb Offshore Fund Ltd. 05-02-05 473 $33.22
05-04-05 187 33.58
05-06-05 62 33.94
Holder Date Shares Average Price
Loeb Marathon Fund LP 05-02-05 705 $33.21
05-04-05 462 33.58
05-05-05 105 34.85
05-06-05 159 33.94
Holder Date Shares Average Price
Loeb Marathon 05-02-05 205 $33.21
Offshore Fund Ltd. 05-04-05 168 33.58
05-06-05 57 33.94
--------------------
*Including shares of Common Stock purchased and sold for the account of one
customer of Loeb Partners Corporation as to which it has investment discretion.
All reported transactions were effected on AMEX.
(d) Not applicable.
(e). Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to
the Issuer.
None.
Item 7. Materials to be Filed as Exhibits.
None.
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.
May 10, 2005 Loeb Partners Corporation
By: /s/ Gideon J. King
Executive Vice President
May 10, 2005 Loeb Arbitrage Fund
By: Loeb Arbitrage Management, Inc., G.P.
By: /s/ Gideon J. King
President
May 10, 2005 Loeb Offshore Fund Ltd.
By: /s/ Gideon J. King
Director
May 10, 2005 Loeb Marathon Fund LP
By: Loeb Arbitrage Management, Inc., G.P.
By: /s/ Gideon J. King
President
May 10, 2005 Loeb Marathon Offshore Fund Ltd.
By: /s/ Gideon J. King
Director