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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Steven Madden, Ltd.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
N/A
------------------------------
(CUSIP Number)
Jordan Belfort
500 North Broadway
Suite 240
Jericho, New York 11753
(516) 938-5500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 20, 1997
(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 Statement because of
Rule 13d-1(b)(3) or (4), check the following: [__]
Check the following box if a fee is being paid with this
Statement: [__]
SCHEDULE 13D
CUSIP NO. N/A
----------------
1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS
Jordan Belfort
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) __
(b) __
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [X]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
Number of 7 SOLE VOTING POWER 1,214,371
Shares Bene-
ficially 8 SHARED VOTING POWER 75,000
Owned by 9 SOLE DISPOSITIVE POWER 1,214,371
Reporting 10 SHARED DISPOSITIVE POWER 75,000
Person With
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,289,371
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES [__]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP NO. N/A
------------
1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS
J2 Holdings, Incorporated
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) __
(b) __
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [X]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
Number of 7 SOLE VOTING POWER NONE
Shares Bene-
ficially 8 SHARED VOTING POWER 75,000
Owned by 9 SOLE DISPOSITIVE POWER NONE
Reporting 10 SHARED DISPOSITIVE POWER 75,000
Person With
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14 TYPE OF REPORTING PERSON*
CO
Item 1. Security and Issuer.
Common Stock, $.0001 par value ("Madden Common")
Steven Madden, Ltd. (the "Issuer")
52-16 Barnett Avenue
Long Island City, New York 11104
Item 2. Identity and Background.
Names of Person Filing:
(a) This statement is filed on behalf of J2 Holdings, Incorporated
("J2 Holdings") and Jordan Belfort (collectively, "Reporting
Parties"). See attached Exhibit A which is a copy of their
agreement in writing to file this statement on behalf of each
of them.
(b) J2 Holdings' and Mr. Belfort's business address is 500 North
Broadway, Suite 240, Jericho, New York 11753.
(c) Mr. Belfort's present principal occupation is the management
of personal and family investments. Mr. Belfort sometimes
engages in such activities through JRB Group, Incorporated,
with offices at is 500 North Broadway, Suite 240, Jericho, New
York 11753. Mr. Belfort is the sole shareholder of J2
Holdings, (1) a Subchapter S corporation incorporated in New
York.
(d) Mr. Belfort and J2 Holdings and its respective officers and
directors have not been convicted in a criminal proceeding.
(e) In 1994, Mr. Belfort consented, without admitting or denying
any allegations of wrongdoing, to the entry of a civil
judgment of injunction enjoining him from further violations
of federal and state securities laws.
(f) Mr. Belfort is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
As previously reported in the original statement (the
"Original Statement"), as of September 8, 1997, Mr. Belfort had used his
personal funds to purchase 929,371 shares of Madden Common (approximately
$210,000 for 30,000 of such shares and approximately $4,496,855 for the balance
of such shares). In addition, in connection with the Issuer's initial public
offering, Mr. Belfort, as an employee of the Issuer's underwriter, was issued
units (the "Units") granting the right to purchase an additional 315,000 shares
of Madden Common at a purchase price of $5.80 per share. During the period
September 20, 1997 through September 26, 1997, J2 Holdings purchased an
additional 45,000 shares of Madden Common at prices ranging from $7.37 to $8.00
per share.
Item 4. Purpose of Transaction.
- --------
1 Please see attached Exhibit B indicating the executive officers and directors
of J2 Holdings and providing information called for by Items 2-6 of this
statement as to said officers and directors. Exhibit B is herein incorporated by
reference.
Mr. Belfort presently intends to attempt to purchase (subject to price
and availability) additional shares of Madden Common. In addition, Mr. Belfort
presently intends to nominate one or more persons to stand for election at the
issuer's next meeting of stockholders.
Except as indicated in this Schedule 13D, the Reporting Parties
currently have no plans or proposals that relate to or would result in any of
the matters described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a) As of September 29, 1997, Mr. Belfort, directly, and through
acquisition of shares by J2 Holdings, beneficially owned
1,289,371 shares or 15.4% of the Issuer's common stock,
including the 315,000 shares issuable upon exercise of the
Units, and J2 Holdings owned 75,000 shares of the Issuer's
Common Stock.
(b) Mr. Belfort holds the power to vote or to direct the vote, to
dispose or to direct the disposition of all 1,289,371 shares,
subject in the case of the 315,000 shares underlying the
Units, to the purchase of such shares at a price of $5.80 per
share. J2 Holdings holds the power to vote (shared with Mr.
Belfort) and to dispose (shared with Mr. Belfort) 75,000
shares of the Issuer's Common Stock.
(c) On September 5, 1997 Mr. Belfort entered into a purchase
agreement to acquire 899,371 shares of Madden Common at a
price of $5.00 per share from an escrow agent holding such
shares as security for certain obligations of the Issuer. The
full purchase consideration for such shares has been paid to
the escrow agent and only the registration of such transfer on
the books of the Issuer's transfer agent remains to be
completed. Throughout the month of September, Mr. Belfort,
through J2 Holdings has purchased an additional 75,000 shares
of Madden Common in open market transactions at an average
purchase price of approximately $7.40 per share.
(d) & (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer
Except as indicated in this 13D and the attached exhibits, there is no
contract, arrangement, understanding or relationship between the Reporting
Parties and any other person, with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits:
EXHIBIT A Copy of an Agreement between Jordan Belfort and J2 Holdings
to file this statement on Schedule 13D on behalf of each of
them.
EXHIBIT B List of executive officers and directors of J2 Holdings and
information called for by Items 2-6 of this Statement relating
to said officers and directors.
SIGNATURES
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.
J2 HOLDINGS, INCORPORATED
Dated: September 29, 1997
Jericho, New York By: /s/ Jordan Belfort
Jordan Belfort
President
Dated: September 29, 1997
Jericho, New York By: /s/ Jordan Belfort
Jordan Belfort
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agrees to jointly prepare and file with
regulatory authorities a Schedule 13D and any future amendments thereto
reporting each of the undersigned's ownership of securities of Steven Madden,
Ltd. and hereby affirms that such Schedule 13D is being filed on behalf of each
of the undersigned.
J2 HOLDINGS, INCORPORATED
Dated: September 29, 1997
Jericho, New York By: /s/ Jordan Belfort
Jordan Belfort
President
Dated: September 29, 1997
Jericho, New York By: /s/ Jordan Belfort
Jordan Belfort
EXHIBIT B
The name and principal occupation or employment, which is each
instance is with J2 Holdings, Incorporated ("J2 Holdings") located at 500 North
Broadway, Suite 240, Jericho, New York 11753, of each executive officer and
director of J2 Holdings is as follows:
NAME PRINCIPLE OCCUPATION
OR EMPLOYMENT
Jordan Belfort President of J2 Holdings;
Mr. Belfort's present
principal occupation is the
management of personal and
family investments. Mr.
Belfort sometimes engages in
such activities with JRB
Group, Incorporated, with
offices at 500 North
Broadway, Suite 240,
Jericho, New York, 11753.
Item 2-6.
Please refer to Items 2-6 herein reporting the beneficial
ownership.