SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
FOOTSTAR, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
344912-10-0
(CUSIP Number)
George J. Schultze
Schultze Asset Management, LLC
3000 Westchester Avenue
Purchase, NY 10577
with a copy to:
Steven London
Brown Rudnick Berlack Israels LLP
One Financial Center
Boston, MA 02111
(617) 856-8200
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 20, 2005
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(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(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 purposes 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. 344912-10-0
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Schultze Asset Management, LLC
22-3563247
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,117,713
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,117,713
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,117,713
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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14 TYPE OF REPORTING PERSON
IA
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2
CUSIP No. 344912-10-0
[ ]
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George J. Schultze
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)[x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
--------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,117,713
--------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
--------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,117,713
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,117,713
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
Company: FOOTSTAR, INC. CUSIP Number: 344912-10-0
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 (the "Amendment No. 1") to Statement on Schedule 13D
amends and supplements the Statement on Schedule 13D filed with the Securities
and Exchange Commission on November 24, 2004 (the "Original Statement") and
relates to the shares of common stock, par value $.01 per share, (the "Common
Stock") of FOOTSTAR, INC., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 933 MacArthur Boulevard, Mahwah,
New Jersey 07430.
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment No. 1 is filed by Schultze Asset Management, LLC and George
J. Schultz (the "Reporting Persons").
Schultz Asset Management, LLC is (i) a privately held asset management
firm, (ii) a limited liability company organized under the laws of Delaware, and
(iii) registered as an investment adviser under the Investment Advisers Act of
1940 (File No. 801-62112). Schultze Asset Management, LLC's principal business
and office address is 3000 Westchester Avenue, Purchase, NY 10577. Schultze
Asset Management, LLC acts as investment manager for individual and
institutional investors through limited partnerships, offshore funds, and
managed accounts (collectively, the "Managed Accounts"). In its capacity as
investment manager, and pursuant to investment management agreements between
Schultze Asset Management, LLC and each Managed Account, Schultze Asset
Management, LLC has the power to vote and dispose of the Common Stock owned by
the Managed Accounts.
George J. Schultze, a citizen of the United States of America, is the
Managing Member of Schultze Asset Management, LLC. George J. Schultze exercises
sole voting and investment control over Schultze Asset Management, LLC. George
J. Schultze's business address is 3000 Westchester Avenue,. Purchase, NY 10577.
This amendment No. 1 reports Schultze Asset Management, LLC's and George
J. Schultze's indirect beneficial ownership of shares of Common Stock of the
Company held by the following Managed Accounts in the indicated amounts:
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Managed Account Shares of Common Stock of
the Company
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Schultze Master Fund, Ltd. 1,009,623
AIP Alpha Strategies I Fund 69,961
Arrow Distressed Securities Fund 35,729
Peter Schultze 2,400
TOTAL 1,117,713
During the past five years, neither of the Reporting Persons have been (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result thereof 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 laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 6, 2004, various Managed Accounts acquired 106,000 shares of
Common Stock at a price of $3.25 per share. On December 13, 2004, various
Managed Accounts acquired 3,425 shares of Common Stock at a price of $3.50 per
share. One Managed Account acquired 5,000 shares of Common Stock at a price of
$3.65 per share on December 14, 2004, 3,000 shares of Common Stock at a price of
$3.75 per share on December 15, 2004, 2,000 shares of Common Stock at a price of
$3.95 per share on December 16, 2004, 12,500 shares of Common Stock at a price
of $4.488 per share on December 17, 2004, 875 shares of Common Stock at a price
of $4.4571 per share on December 22, 2004, and 25,000 shares of Common Stock at
a price of $4.25 per share on December 27, 2004. The above series of
acquisitions shall hereinafter be referred to as the "December Acquisitions". On
February 17, 2005 one Managed Account acquired 20,000 shares of Common Stock at
a price of $5.95 per share and a second managed account acquired 2,400 shares of
Common Stock at a price of $5.75 per share.
All funds used to purchase or acquire Common Stock of the Company came
directly from investment advisory clients.
ITEM 4. PURPOSE OF TRANSACTION.
Commencing March 2, 2004, the Company and most of its subsidiaries filed
voluntary petitions for relief under Chapter 11 of Title 11 of the United States
Code ("Chapter 11") in the United States Bankruptcy Court for the Southern
District of New York in White Plains ("Court"). The Chapter 11 cases are being
jointly administered under the caption "In re:
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Footstar, Inc., et al. Case No. 04-22350 (ASH)" (the "Bankruptcy Case"). The
Reporting Persons have been closely monitoring the Bankruptcy Case. To the
extent permitted by applicable law, rule and regulation, the Reporting Persons
may seek to influence the outcome of the Bankruptcy Case, including, among other
things, through (i) direct and/or indirect communications with participants in
the Bankruptcy Case and (ii) direct and/or indirect communications with other
persons, including other shareholders of the Company, in each case for the
purpose of attempting to maximize shareholder value.
The Reporting Persons may hold discussions with management, the board and
other shareholders concerning ways of maximizing shareholder value. It is the
Reporting Persons' belief that the Company's stock is substantially undervalued.
As such, the Reporting Persons may also make proposals to the board, seek to
change the composition of, or seek representation on, the board, or solicit
proxies or written consents from other shareholders, all with the underlying
purpose of increasing shareholder value. In addition, the Reporting Persons may
acquire additional shares (i) for investment purposes, (ii) to change or
influence the control of the Company, and/or (iii) with a view toward a possible
acquisition of the Company.
In the ordinary course of their business, on behalf of the various Managed
Accounts, the Reporting Persons acquired 157,800 shares of Common Stock in the
December Acquisitions, purchased 22,400 shares of Common Stock on February 17,
2005, disposed of 7,300 shares of Common Stock on April 11, 2005, disposed of
92,700 shares of Common stock on April 12, 2005, and disposed of 105,900 shares
of Common stock on June 20, 2005.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Schultze Asset Management, LLC and George J. Schultze (through Schultze
Asset Management, LLC) beneficially own 1,117,713 shares of Common Stock of the
Company, which represents approximately 5.5% of the issued and outstanding
shares of Common Stock of the Company (based upon the 20,349,976 shares of
Common Stock issued and outstanding as reported in the May 2005 Monthly
Operating Report, filed as Exhibit 99.1 to the Company's Current Report on Form
8-K filed with the Securities Exchange Commission on June 15, 2005).
(b) In its capacity as investment manager, and pursuant to revocable investment
management agreements between Schultze Asset Management, LLC and each Managed
Account, Schultze Asset Management, LLC and George J. Schultze (through Schultze
Asset Management, LLC) have the power to vote and dispose of the 1,117,713
shares of Common Stock owned by the various Managed Accounts.
(c) Except as described in this Schedule 13D, no transactions in the shares of
Common Stock were effected by the Reporting Persons during the past sixty (60)
days.
(d) The Managed Accounts may have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares of
Common Stock set forth opposite such Managed Account in Item 2, above. However,
Schultze Asset Management, LLC, as the
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investment manager of each of the Managed Accounts, ultimately has the right to
direct such activities.
(e) Most of the 1,117,713 shares beneficially owned by the Reporting Persons are
not owned economically by the Reporting Persons. Separate Managed Accounts have
economic ownership of the 1,117,713 shares beneficially owned by the Reporting
Persons. Each such Managed Account is the economic owner of less than 5% of the
Company's Common Stock outstanding. No two or more Managed Accounts have any
formal or informal understanding among themselves to make any coordinated
acquisition of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except as described in this Schedule 13D, no contracts, arrangements,
understandings or similar relationships exist with respect to the securities of
the Company between the Reporting Persons and any person or entity.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit I. Joint Filing Agreement by and among Schultze Asset Management,
LLC and George J. Schultze, dated as of June 27, 2005.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 27, 2005
SCHULTZE ASSET MANAGEMENT, LLC
By: /s/ George J. Schultze
---------------------------------
Name: George J. Schultze
Title: Managing Member
/s/ George J. Schultze
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George J. Schultze
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JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of
1934, as amended, and subject to the limitations set forth therein, the
undersigned persons hereby agree to the joint filing on behalf of each of them
an Amendment No. 1 to Schedule 13D (including any additional amendments thereto)
with respect to the common stock, par value $.01 per share, of FOOTSTAR, INC., a
Delaware corporation. Furthermore, each party to this Agreement expressly
authorizes each other party to this Agreement to file the Amendment on his
behalf. This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
Date: June 27, 2005
SCHULTZE ASSET MANAGEMENT, LLC
By: /s/ George J. Schultze
---------------------------------
Name: George J. Schultze
Title: Managing Member
/s/ George J. Schultze
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George J. Schultze
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