UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
January 19, 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 17,374 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 13,497 Shares of Common stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 17,374 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
13,497 Shares of Common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,871 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)
0.37%
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 383,076 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 383,076 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
383,076 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)
4.67%
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 35,995 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 35,995 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,995 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)
0.44%
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 31,502 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 31,502 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,502 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)
0.38%
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 17,503 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 17,503 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,503 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)
0.21%
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") have 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. 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 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 such actions with respect to its investment in the Issuer as it
deems appropriate including, without limitation, seeking Board representation,
making 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. Specifically, Loeb
seeks to influence management to fully exploit the value of Issuer's consumer
finance operations.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) The persons reporting hereby owned the following shares of Common Stock as
of January 19, 2005.
Shares of Common Stock
Loeb Arbitrage Fund 383,076
Loeb Partners Corporation* 30,871
Loeb Offshore Fund Ltd. 35,995
Loeb Marathon Fund LP 31,502
Loeb Marathon Offshore Fund Ltd. 17,503
----------
498,947
The total shares of Common Stock constitutes 6.09% the 8,199,000 outstanding
shares of Common Stock as reported by the issuer.
-------------------------
*Including 13,497 shares of Common Stock purchased 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.*
11-19-04 1983 34.96
11-22-04 1680 35.82
11-23-04 178 35.56
11-24-04 1400 35.91
11-26-04 25 35.77
11-29-04 378 35.17
11-30-04 350 35.07
12-01-04 1976 35.51
12-02-04 455 35.39
12-07-04 821 35.52
12-08-04 623 35.41
12-13-04 350 35.34
01-03-05 41 35.34
01-04-05 376 35.83
01-05-05 231 35.88
01-07-05 630 36.16
01-10-05 231 36.01
01-12-05 420 35.99
01-14-05 177 36.24
01-14-05 167 36.25
01-18-05 167 36.38
01-18-05 14 36.26
01-19-05 291 36.42
Holder Shares Average Price
Loeb Arbitrage Fund
11-19-04 25774 34.965
11-22-04 20520 35.818
11-23-04 2177 35.556
11-24-04 17100 35.913
11-26-04 250 35.768
11-29-04 4617 35.169
11-30-04 4275 35.067
12-01-04 24141 35.508
12-02-04 5557 35.394
12-07-04 10034 35.523
12-08-04 7609 35.409
12-13-04 4275 35.344
01-03-05 100 35.683
01-04-05 4597 35.827
01-05-05 2822 35.875
01-07-05 7695 36.163
01-10-05 812 36.013
01-10-05 100 37.123
01-11-05 100 36.756
01-12-05 5130 35.988
01-12-05 354 36.118
01-14-05 2728 36.243
01-14-05 1620 36.250
01-14-05 962 36.118
01-18-05 1239 36.383
01-18-05 186 36.263
01-19-05 8626 36.420
Holder Shares Average Price
Loeb Offshore Fund
11-19-04 1663 34.96
11-22-04 1800 35.82
11-23-04 191 35.56
11-24-04 1500 35.91
11-26-04 25 35.77
11-29-04 405 35.17
11-30-04 375 35.07
12-01-04 2118 35.51
12-02-04 488 35.39
12-07-04 880 35.52
12-08-04 668 35.41
12-13-04 375 35.34
01-04-05 403 35.83
01-05-05 247 35.88
01-07-05 675 36.16
01-10-05 71 36.01
01-12-05 450 35.99
01-14-05 256 36.24
01-14-05 152 36.25
01-18-05 2593 36.38
01-19-05 793 36.42
Holder Shares Average Price
Loeb Marathon Fund LP
11-19-04 3196 34.96
11-22-04 3058 35.82
11-23-04 89 35.56
11-30-04 670 35.07
12-01-04 331 35.51
12-02-04 234 35.39
12-07-04 816 35.52
12-08-04 644 35.41
12-13-04 59 35.34
12-29-04 720 35.98
01-05-05 161 35.88
01-07-05 586 36.16
01-10-05 29 36.01
01-11-05 7777 36.11
01-12-05 7423 35.99
01-12-05 352 35.98
01-13-05 133 36.14
01-14-05 6461 36.24
01-18-05 129 36.38
01-19-05 315 36.42
Holder Date Shares Average Price
Loeb Marathon Offshore
Fund, Ltd.
11-19-04 1084 34.96
11-22-04 1138 35.82
11-23-04 65 35.56
12-01-04 234 35.51
12-02-04 166 35.39
12-07-04 649 35.52
12-08-04 456 35.41
12-14-04 41 35.34
01-04-05 224 35.83
01-05-05 339 35.88
01-07-05 414 36.16
01-10-05 21 36.01
01-12-05 248 35.88
01-18-05 72 36.38
01-19-05 175 36.42
Sales of Common Stock
Holder Date Shares Average Price
Loeb Partners Corp.* 12-14-04 41 $35.34
Holder Date Shares Average Price
Loeb Arbitrage Fund 12-08-04 10034 $35.519
Holder Date Shares Average Price
Loeb Offshore Fund 12-08-04 880 $35.51
Holder Date Shares Average Price
Loeb Marathon Fund 12-08-04 816 $35.51
01-12-05 7777 36.11
01-14-05 7423 36.11
Holder Date Shares Average Price
Loeb Marathon Offshore 12-08-04 649 $35.51
Fund
--------------------
*Including 13,497 shares of Common Stock purchased 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.
January 20, 2005 Loeb Partners Corporation
By: /s/ Gideon J. King
Executive Vice President
January 20, 2005 Loeb Arbitrage Fund
By: Loeb Arbitrage Management, Inc., G.P.
By: /s/ Gideon J. King
President
January 20, 2005 Loeb Offshore Fund Ltd.
By: /s/ Gideon J. King
Director
January 20, 2005 Loeb Marathon Fund LP
By: Loeb Arbitrage Management, Inc., G.P.
By: /s/ Gideon J. King
President
January 20, 2005 Loeb Marathon Offshore Fund Ltd.
By: /s/ Gideon J. King
Director