UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.)*
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)
December 2, 2004
(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 15,165 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 11,372 Shares of Common stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 15,165 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
11,372 Shares of Common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,537 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)
0.32%
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 324,087 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 324,087 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
324,087 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)
3.95%
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 28,432 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 28,432 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,432 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)
0.35%
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 21,097 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 21,097 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,097 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)
0.26%
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 14,864 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 14,864 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,864 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)
0.18%
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
intends to issue a press release at or about the same time of this filing
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), to seek to
influence the management or policies of the Issuer, to dispose of their
securities of the Issuer, or to formulate other purposes, plans or proposals
regarding the Issuer of any of its securities, in each case in light of Loeb's
continued evaluation of the Issuer, market conditions or other factors. Such
actions could result in one or more of the transactions described in
sub-paragraph (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) The persons reporting hereby owned the following shares
of Common Stock as of December 2, 2004.
Shares of Common Stock
Loeb Arbitrage Fund 324,087
Loeb Partners Corporation* 26,537
Loeb Offshore Fund Ltd. 28,432
Loeb Marathon Fund LP 21,097
Loeb Marathon Offshore Fund Ltd. 14,864
---------
415,017
The total shares of Common Stock constitutes 5.06% the 8,199,000 outstanding
shares of Common Stock as reported by the issuer.
-------------------------
*Including 11,372 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.* 10-25-04 1355 $29.94
10-26-04 325 30.00
10-27-04 195 30.01
10-28-04 635 30.06
10-29-04 50 31.31
11-2-04 533 31.47
11-3-04 595 31.93
11-4-04 91 32.01
11-5-04 228 33.21
11-8-04 1286 33.47
11-9-04 637 33.74
11-10-04 1146 33.53
11-12-04 700 33.40
11-12-04 379 33.43
11-15-04 665 33.35
11-16-04 849 33.51
11-17-04 371 33.96
11-18-04 1123 34.37
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
12-1-04 1976 35.51
12-2-04 455 35.39
Holder Shares Average Price
Loeb Arbitrage Fund 10-25-04 11186 $29.903
10-26-04 9524 30.004
10-27-04 2397 30.009
10-28-04 7831 30.062
10-29-04 625 31.312
11-2-04 6529 31.472
11-3-04 6420 31.929
11-4-04 1112 32.008
11-5-04 2788 33.211
11-8-04 9359 33.469
11-9-04 7771 33.738
11-10-04 13839 33.532
11-12-04 8550 33.403
11-12-04 9221 33.430
11-15-04 8125 33.348
11-16-04 10369 33.508
11-17-04 4531 33.963
11-18-04 13735 34.367
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
12-1-04 24141 35.508
12-2-04 5557 35.394
Holder Shares Average Price
Loeb Offshore Fund 10-25-04 1975 29.90
10-27-04 228 30.01
10-28-04 746 30.06
10-29-04 61 31.31
11-2-04 665 31.47
11-3-04 2197 31.93
11-4-04 113 32.01
11-5-04 284 33.21
11-8-04 335 33.47
11-9-04 682 33.74
11-10-04 1215 33.53
11-12-04 750 33.40
11-15-04 714 33.35
11-16-04 910 33.51
11-17-04 398 33.96
11-18-04 1207 34.37
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
12-1-04 2118 35.51
12-2-04 488 35.39
Holder Shares Average Price
Loeb Marathon Fund LP 09-30-04 3758 $28.31
10-25-04 1004 29.90
10-27-04 104 30.01
10-28-04 340 30.06
10-29-04 37 31.31
11-2-04 446 31.47
11-3-04 357 31.93
11-4-04 49 32.01
11-5-04 173 33.21
11-8-04 648 33.47
11-9-04 641 33.74
11-12-04 232 33.40
11-15-04 748 33.35
11-16-04 447 33.51
11-17-04 579 33.96
11-18-04 1640 34.37
11-19-04 3196 34.96
11-22-04 3058 35.82
11-23-04 89 35.56
11-30-04 670 35.07
12-1-04 331 35.51
12-2-04 234 35.39
Holder Date Shares Average Price
Loeb Marathon Offshore 09-30-04 2668 $28.31
Fund, Ltd. 10-11-04 25 28.93
10-25-04 731 29.90
10-27-04 76 30.01
10-28-04 248 30.06
10-29-04 27 31.31
11-2-04 327 31.47
11-3-04 231 31.93
11-4-04 35 32.01
11-5-04 127 33.21
11-8-04 472 33.47
11-9-04 469 33.74
11-12-04 168 33.40
11-15-04 548 33.35
11-16-04 325 33.51
11-17-04 421 33.96
11-18-04 1195 34.37
11-19-04 1084 34.96
11-22-04 1138 35.82
11-23-04 65 35.56
12-1-04 234 35.51
12-2-04 166 35.39
--------------------
*Including 11,372 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.
December 3, 2004 Loeb Partners Corporation
By: /s/ Gideon J. King
Executive Vice President
December 3, 2004 Loeb Arbitrage Fund
By: Loeb Arbitrage Management, Inc., G.P.
By: /s/ Gideon J. King
President
December 3, 2004 Loeb Offshore Fund Ltd.
By: /s/ Gideon J. King
Director
December 3, 2004 Loeb Marathon Fund LP
By: Loeb Arbitrage Management, Inc., G.P.
By: /s/ Gideon J. King
President
December 3, 2004 Loeb Marathon Offshore Fund Ltd.
By: /s/ Gideon J. King
Director