- Amended Statement of Beneficial Ownership (SC 13D/A)
12 Febbraio 2010 - 4:39PM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
& EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13D
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Under
the Securities Exchange Act of 1934
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(Amendment
No. 1)*
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BPW
Acquisition Corp.
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(Name
of Issuer)
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Common
Stock
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(Title
of Class of Securities)
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055637102
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(CUSIP
Number)
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Alexander
H. McMillan, Esq.
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c/o
Loeb Partners Corporation
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61
Broadway, New York, N.Y. 10006 (212) 483-7047
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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February
2, 2010
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(Date
of Event which Requires Filing of this Statement)
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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 §§240,13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
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Note:
Schedules filed in
paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to whom
copies are to be sent.
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*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.
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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).
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CUSIP
No.
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055637102
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1.
Name of Reporting Person
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Loeb
Arbitrage Management LP
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I.R.S.
Identification No. of Above Person
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2.
Check the Appropriate Box if a Member of a Group
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(a)
[X]
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(b)
[ ]
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3.
SEC Use Only
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4.
Source of Funds
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WC,
OO
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5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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[ ]
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6.
Citizenship or Place of Organization
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Delaware
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Number
of Shares Beneficially Owned by Each Reporting Person With
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7.
Sole Voting Power
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-0-
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8.
Shared Voting Power
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180,824
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9.
Sole Dispositive Power
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-0-
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10.
Shared Dispositive Power
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180,824
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11.
Aggregate Amount of Beneficially Owned by Each Reporting
Person
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180,824
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12.
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
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[ ]
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13.
Percent of Class Represented by Amount in Row (11)
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0.44%
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14.
Type of Reporting Person
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IA
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CUSIP
No.
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055637102
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1.
Name of Reporting Person
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Loeb
Arbitrage Fund
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I.R.S.
Identification No. of Above Person
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2.
Check the Appropriate Box if a Member of a Group
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(a)
[X]
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(b)
[ ]
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3.
SEC Use Only
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4.
Source of Funds
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WC,
OO
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5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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[ ]
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6.
Citizenship or Place of Organization
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New
York
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Number
of Shares Beneficially Owned by Each Reporting Person With
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7.
Sole Voting Power
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1,346,393
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8.
Shared Voting Power
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-0-
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9.
Sole Dispositive Power
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1,346,393
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10.
Shared Dispositive Power
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-0-
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11.
Aggregate Amount of Beneficially Owned by Each Reporting
Person
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1,346,393
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12.
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
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[ ]
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13.
Percent of Class Represented by Amount in Row (11)
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3.27%
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14.
Type of Reporting Person
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PN
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CUSIP
No.
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055637102
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1.
Name of Reporting Person
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Loeb
Offshore Fund Ltd.
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I.R.S.
Identification No. of Above Person
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2.
Check the Appropriate Box if a Member of a Group
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(a)
[X]
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(b)
[ ]
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3.
SEC Use Only
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4.
Source of Funds
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WC,
OO
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5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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[ ]
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6.
Citizenship or Place of Organization
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Cayman
Islands
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Number
of Shares Beneficially Owned by Each Reporting Person With
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7.
Sole Voting Power
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170,636
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8.
Shared Voting Power
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-0-
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9.
Sole Dispositive Power
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170,636
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10.
Shared Dispositive Power
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-0-
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11.
Aggregate Amount of Beneficially Owned by Each Reporting
Person
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170,636
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12.
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
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[ ]
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13.
Percent of Class Represented by Amount in Row (11)
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0.41%
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14.
Type of Reporting Person
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CO
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CUSIP
No.
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055637102
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1.
Name of Reporting Person
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Loeb
Marathon Fund LP
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I.R.S.
Identification No. of Above Person
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2.
Check the Appropriate Box if a Member of a Group
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(a)
[X]
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(b)
[ ]
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3.
SEC Use Only
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4.
Source of Funds
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WC,
OO
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5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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[ ]
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6.
Citizenship or Place of Organization
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Delaware
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Number
of Shares Beneficially Owned by Each Reporting Person With
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7.
Sole Voting Power
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146,520
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8.
Shared Voting Power
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-0-
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9.
Sole Dispositive Power
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146,520
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10.
Shared Dispositive Power
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-0-
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11.
Aggregate Amount of Beneficially Owned by Each Reporting
Person
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146,520
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12.
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
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[ ]
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13.
Percent of Class Represented by Amount in Row (11)
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0.36%
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14.
Type of Reporting Person
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PN
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CUSIP
No.
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055637102
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1.
Name of Reporting Person
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Loeb
Marathon Offshore Fund, Ltd.
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I.R.S.
Identification No. of Above Person
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2.
Check the Appropriate Box if a Member of a Group
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(a)
[X]
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(b)
[ ]
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3.
SEC Use Only
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4.
Source of Funds
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WC,
OO
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5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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[ ]
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6.
Citizenship or Place of Organization
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Cayman
Islands
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Number
of Shares Beneficially Owned by Each Reporting Person With
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7.
Sole Voting Power
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59,852
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8.
Shared Voting Power
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-0-
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9.
Sole Dispositive Power
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59,852
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10.
Shared Dispositive Power
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-0-
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11.
Aggregate Amount of Beneficially Owned by Each Reporting
Person
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59,852
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12.
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
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[ ]
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13.
Percent of Class Represented by Amount in Row (11)
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0.15%
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14.
Type of Reporting Person
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CO
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CUSIP
No.
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055637102
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1.
Name of Reporting Person
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Loeb
Asia Fund LP
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I.R.S.
Identification No. of Above Person
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2.
Check the Appropriate Box if a Member of a Group
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(a)
[X]
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(b)
[ ]
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3.
SEC Use Only
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4.
Source of Funds
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WC,
OO
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5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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[ ]
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6.
Citizenship or Place of Organization
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Delaware
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Number
of Shares Beneficially Owned by Each Reporting Person With
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7.
Sole Voting Power
|
-0-
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8.
Shared Voting Power
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-0-
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9.
Sole Dispositive Power
|
-0-
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10.
Shared Dispositive Power
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-0-
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11.
Aggregate Amount of Beneficially Owned by Each Reporting
Person
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-0-
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12.
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
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[ ]
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13.
Percent of Class Represented by Amount in Row (11)
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0%
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14.
Type of Reporting Person
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PN
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Item 1.
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Security and Issuer
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The
title and class of equity security to which this Statement relates is the
Common Stock (the “Common Stock”), of BPW Acquisition Corp. The address of
the Issuer’s principal executive offices is 750 Washington Boulevard,
Stamford, CT 06901.
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Item 2.
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Identity and Background
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All
entities referenced herein are located at 61 Broadway, New York, New York
10006 and are investment partnerships or investment advisors. Loeb
Arbitrage Fund (“LAF”) is a New York limited partnership. Loeb Marathon
Fund LP (“LMF”) and Loeb Asia Fund LP (“LA”) are Delaware limited
partnerships. Loeb Arbitrage Management LP (“LAM”), a Delaware limited
partnership, registered investment adviser, is the investment manager of
LAF, LMF and LA. LAM’s President and Chief Executive Officer is
Gideon J. King. The other officers include Thomas L. Kempner, Chairman of
the Board; Alexander H. McMillan, Vice President and Secretary; and David
S. Hampson, Chief Financial Officer. Loeb Offshore Fund, Ltd.
(“LOF”) and Loeb Marathon Offshore Fund, Ltd. (“LMOF”) are each a Cayman
Islands exempted company. Loeb Offshore Management LP (“LOM”) is a
Delaware limited partnership, a registered investment adviser and is
wholly owned by Loeb Holding Corporation. It is the investment adviser of
LOF and LMOF. Gideon J. King, Thomas L. Kempner and David S. Hampson are
Directors of LOF and LMOF. Gideon J. King and Thomas L. Kempner
are the Managers of LOM. LAM and LOM jointly do business as
Loeb Capital Management. Loeb Holding Corporation (“LHC”), a
Maryland corporation, is the sole stockholder of LAM and LOM. Thomas L.
Kempner is the President, Chief Executive Officer, director and majority
stockholder of LHC. Bruce L. Lev, Norman N. Mintz and Peter A. Tcherepnine
are also directors. All of the individuals named in this Item 2 are United
States citizens. None of the entities or individuals named in this Item 2
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.
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Item 3.
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Source and Amount of Funds or Other
Compensation
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Shares
of Common Stock were acquired by LAF, LAM**, LOF, LMF, LA and LMOF in
margin accounts maintained with J.P. Morgan Securities
Corp.
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Item 4.
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Purpose of Transaction
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LAF,
LAM**, LOF, LMF, LA and LMOF (“Loeb”) have acquired shares of Common Stock
for investment purposes. 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
may engage in discussions with management or the Board of Directors of the
Issuer concerning the business 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 of
the Issuer, conditions in the securities markets and general economic and
industry conditions, Loeb may in the future take such actions with respect
to its investment in the Issuer as it deems appropriate including, without
limitation, seeking Board representations, making proposals to the Issuer
concerning the capitalization of the Issuer, purchasing additional Common
Stock and other securities of the Issuer, 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 of the Issuer or changing its
intention partially or entirely with respect to any and all matters
referred to in Item 4.
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Item 5.
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Interest in Securities of the
Issuer
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(a)
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The
persons reporting hereby own the following shares of Common Stock as of
February 10, 2010.
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Shares of Common Stock
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Voting Power
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Dispositive Power
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Sole
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Shared
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Sole
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Shared
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Loeb
Arbitrage Fund
|
1,346,393
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1,346,393
|
-0-
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1,346,393
|
-0-
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Loeb
Arbitrage Management, LP**
|
180,824
|
-0-
|
180,824
|
-0-
|
180,824
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Loeb
Offshore Fund Ltd.
|
170,636
|
170,636
|
-0-
|
170,636
|
-0-
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Loeb
Marathon Fund, LP
|
146,520
|
146,520
|
-0-
|
146,520
|
-0-
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Loeb
Marathon Offshore Fund, Ltd.
|
59,852
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59,852
|
-0-
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59,852
|
-0-
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Loeb
Asia Fund LP
|
-0-
|
-0-
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-0-
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-0-
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-0-
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Total
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1,904,225
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The total
shares of Common Stock constitute 4.62% of the 41,176,471 outstanding shares of
Common Stock as reported by the Issuer.
**Including
shares of Common Stock purchased for the accounts of customers of Loeb Arbitrage
Management LP as to which it has investment discretion.
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(b)
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See
paragraph (a) above.
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(c)
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The
following purchases and sales (-) of Common Stock have been made since the
last filing:
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Purchases and Sales of Common
Stock
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Date
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Shares
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Average
Price
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Loeb
Arbitrage Management LP
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01/04/10
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43274
|
10.5901
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01/12/10
|
-1427
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10.773
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01/27/10
|
-2000
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10.5703
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01/28/10
|
-1042
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10.515
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01/29/10
|
-18356
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10.3493
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02/01/10
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-1600
|
10.35
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02/02/10
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-11380
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10.403
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02/03/10
|
-2586
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10.2707
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02/03/10
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-2749
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10.27
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02/08/10
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-18577
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10.17
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02/10/10
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-475
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10.05
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Date
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Shares
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Average
Price
|
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Loeb
Arbitrage Fund
|
01/12/10
|
-9885
|
10.773
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01/27/10
|
-13430
|
10.5703
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|
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01/28/10
|
-6995
|
10.515
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|
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01/29/10
|
-123283
|
10.3493
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02/02/10
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-77003
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10.403
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02/03/10
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-17501
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10.2707
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02/03/10
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-15597
|
10.27
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|
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02/08/10
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-5467
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10.17
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02/10/10
|
-3535
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10.05
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Date
|
Shares
|
Average
Price
|
|
|
Loeb
Offshore Fund, Ltd.
|
01/04/10
|
34634
|
10.5901
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|
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01/11/10
|
14500
|
10.87
|
|
|
|
01/12/10
|
-918
|
10.773
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|
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|
01/27/10
|
-1709
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10.5703
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|
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01/28/10
|
-890
|
10.515
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|
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01/29/10
|
-15688
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10.3493
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|
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02/02/10
|
-9799
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10.403
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|
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02/03/10
|
-2227
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10.2707
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|
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02/03/10
|
-2223
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10.27
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|
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02/08/10
|
-1156
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10.17
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|
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02/10/10
|
-448
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10.05
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Date
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Shares
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Average
Price
|
|
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Loeb
Marathon Fund LP
|
12/31/09
|
9000
|
10.5
|
|
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01/04/10
|
14349
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10.5901
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|
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01/12/10
|
-843
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10.773
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|
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01/27/10
|
-1463
|
10.5703
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|
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01/28/10
|
-762
|
10.515
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|
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01/29/10
|
-13433
|
10.3493
|
|
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02/02/10
|
-8391
|
10.403
|
|
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02/03/10
|
-1907
|
10.2707
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|
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02/03/10
|
-1904
|
10.27
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|
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|
02/08/10
|
-576
|
10.17
|
|
|
|
02/10/10
|
-385
|
10.05
|
|
|
|
|
|
|
|
|
|
Date
|
Shares
|
Average
Price
|
|
|
Loeb
Marathon Offshore Fund, Ltd.
|
12/31/09
|
189
|
10.5
|
|
|
|
01/04/10
|
7743
|
10.5901
|
|
|
|
01/07/10
|
7169
|
10.7955
|
|
|
|
01/12/10
|
-627
|
10.773
|
|
|
|
01/27/10
|
-598
|
10.5703
|
|
|
|
01/28/10
|
-311
|
10.515
|
|
|
|
01/29/10
|
-5486
|
10.3493
|
|
|
|
02/02/10
|
-3427
|
10.403
|
|
|
|
02/03/10
|
-779
|
10.2707
|
|
|
|
02/03/10
|
-777
|
10.27
|
|
|
|
02/08/10
|
-224
|
10.17
|
|
|
|
02/10/10
|
-157
|
10.05
|
|
|
|
|
|
|
|
|
|
Date
|
Shares
|
Average
Price
|
|
|
Loeb
Asia Fund LP
|
02/01/10
|
2500
|
10.3024
|
|
|
|
02/02/10
|
1000
|
10.4
|
|
|
|
02/03/10
|
-1750
|
10.27
|
|
|
|
02/04/10
|
-1750
|
10.19
|
|
|
|
02/05/10
|
2500
|
10.2
|
|
|
|
02/08/10
|
-2500
|
10
|
|
All
reported transactions were effected on NYSE.
|
|
(d)
|
Not
Applicable.
|
|
|
|
|
|
|
(e)
|
Not
Applicable.
|
|
Item 6.
|
Contracts, Arrangement, 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.
|
|
|
LOEB
ARBITRAGE MANAGEMENT LP
|
|
|
|
|
|
|
|
|
|
Date: February
12, 2010
|
|
By:_
/s/ Alexander H.
McMillan
|
|
|
|
Alexander
H. McMillan
|
|
|
|
Vice
President
|
|
|
|
|
|
|
|
LOEB
ARBITRAGE FUND
|
|
|
|
By:
LOEB ARBITRAGE MANAGEMENT LP, G.P.
|
|
|
|
|
|
|
|
|
|
Date:
February 12, 2010
|
|
By:_
/s/ Alexander H.
McMillan
|
|
|
|
Alexander
H. McMillan
|
|
|
|
Vice
President
|
|
|
|
|
|
|
|
LOEB
OFFSHORE FUND LTD.
|
|
|
|
|
|
|
|
|
|
Date:
February 12, 2010
|
|
By:_
/s/ Alexander H.
McMillan
|
|
|
|
Alexander
H. McMillan
|
|
|
|
Vice
President
|
|
|
|
|
|
|
|
LOEB
MARATHON FUND LP
|
|
|
|
By:
LOEB ARBITRAGE MANAGEMENT LP, G.P.
|
|
|
|
|
|
|
|
|
|
Date:
February 12, 2010
|
|
By:_
/s/ Alexander H.
McMillan
|
|
|
|
Alexander
H. McMillan
|
|
|
|
Vice
President
|
|
|
|
|
|
|
|
LOEB
MARATHON OFFSHORE FUND, LTD.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
February 12, 2010
|
|
By:_
/s/ Alexander H.
McMillan
|
|
|
|
Alexander
H. McMillan
|
|
|
|
Vice
President
|
|
|
|
|
|
|
|
LOEB
ASIA FUND LP
|
|
|
|
By:
LOEB ARBITRAGE MANAGEMENT LP, G.P.
|
|
|
|
|
|
|
|
|
|
Date:
February 12, 2010
|
|
By:_
/s/ Alexander H.
McMillan
|
|
|
|
Alexander
H. McMillan
|
|
|
|
Vice
President
|
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