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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 7)
Steve Madden, Ltd.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
556299108
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(CUSIP Number)
Jordan Belfort
500 North Broadway
Suite 240
Jericho, New York, 11753
(516) 938-5500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 5, 1998
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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(b)(3) or (4), check the following box |_|.
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 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).
CUSIP No. 55629108
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jordan Belfort
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2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |_|
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3 SEC Use Only
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4 Source of Funds
PF
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |X|
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6 Citizenship or Place of Organization
United States
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7 Sole Voting Power
Number of
Shares 345,000
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 90,000
Person --------------------------------------------------------
With 9 Sole Dispositive Power
345,000
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10 Shared Dispositive Power
90,000
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
435,000
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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)
5.2%
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14 Type of Reporting Person
IN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 55629108
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
J2 Holdings, Incorporated
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2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
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4 Source of Funds
PF
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |X|
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6 Citizenship or Place of Organization
New York
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7 Sole Voting Power
Number of
Shares NONE
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 90,000
Person --------------------------------------------------------
With 9 Sole Dispositive Power
NONE
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10 Shared Dispositive Power
90,000
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
90,000
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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)
1.1%
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14 Type of Reporting Person
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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,~ 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 on Schedule 13D
(the "Original Statement") filed by the Jordan Belfort on September 17, 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 November 21, 1997, J2
Holdings purchased an additional 125,000 shares of Madden Common at prices
ranging from $7.37 to $8.16 per share and 10,000 warrants at $3.25 per warrant
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(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.
which are convertible into 10,000 shares of Madden Common at a conversion price
of $5.50 per warrant (the "Warrants"). These purchases were reflected in the
Schedule 13D Amendment filed on September 18, 1997, Schedule 13D Amendment filed
on September 30, 1997, Schedule 13D Amendment filed on October 16, 1997,
Schedule 13D Amendment filed on October 28, 1997 and Schedule 13D Amendment
filed on November 21, 1997. During the period, December 22, 1996 through
December 29, 1997, J2 Holding sold 45,000 shares of Madden Common at prices
ranging from $6.81 per share to $7.00 per share. These sales were reflected in
the Schedule 13D Amendment filed on January 7, 1998 ("Amendment No. 6").
Subsequent to the filing of Amendment No.6, on February 5, 1998,
899,371 shares of Issuer's Common Stock were retransferred to Bocap Corp. in
settlement of litigation between Mr. Belfort and the Issuer, Mr. Steven Madden
and Bocap Corp. As of February 5, 1998, Mr. Belfort, directly, and through
acquisition of shares by J2 Holdings, beneficially owned 435,000 shares of the
Issuer's Common Stock, including the 315,000 shares issuable upon exercise of
the Units, and J2 Holdings beneficially owned 90,000 shares of the Issuer's
Common Stock including 10,000 shares issuable upon conversion of the 10,000
Warrants.
Item 4. Purpose of Transaction.
On February 5, 1998, 899,371 shares of Issuer's Common Stock were
retransferred to Bocap Corp. in settlement of litigation between Mr. Belfort and
the Issuer, Mr. Steven Madden and Bocap Corp. Mr. Belfort intends to hold his
remaining interest in the Issuer's Common Stock, which are not of the Settlement
Shares for investment. Mr. Belfort may make future purchases of Common Stock
from time to time and may dispose of any or all of the shares of Common Stock
held by him at any time.
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 February 5, 1998, Mr. Belfort, directly, and through acquisition
of shares by J2 Holdings, beneficially owned 435,000 shares or 5.2% of the
Issuer's Common Stock, including the 315,000 shares issuable upon exercise of
the Units, and J2 Holdings beneficially owned 90,000 shares of the Issuer's
Common Stock including 10,000 shares issuable upon conversion of the 10,000
Warrants. Each warrant entitles its holder to purchase one share of common stock
at a price of $5.50 per share. The warrants are exercisable through December 10,
1998, and may be redeemed by the Company, under certain conditions.
(b) Mr. Belfort holds the power to vote or to direct the vote, to dispose
or to direct the disposition of all 435,000 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 and in the case of the 10,000 shares underlying the Warrants
to the conversion of the Warrants at a price of $5.50 per Warrant. J2 Holdings
holds the power to vote (shared with Mr. Belfort) and to dispose (shared with
Mr. Belfort) 90,000 shares of the Issuer's Common Stock subject to the
conversion of the Warrants at a price of $5.50 per Warrant.
(c) Since the filing of Amendment No. 6, 899,371 shares of Issuer's Common
Stock were retransferred to Bocap Corp. in settlement of litigation between Mr.
Belfort and the Issuer, Mr. Steven Madden and Bocap Corp.
(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: February 5, 1998
Jericho, New York By: /s/ Jordan Belfort
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Jordan Belfort
President
Dated: February 5, 1998
Jericho, New York By: /s/ Jordan Belfort
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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: February 5, 1998
Jericho, New York By: /s/ Jordan Belfort
----------------------------
Jordan Belfort
President
Dated: February 5, 1998
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.