Alpine Associates A Ltd Partnership/NJ – ‘SC 13D/A’ on 9/4/02 re: Loehmanns Holdings Inc

On:  Wednesday, 9/4/02, at 4:23pm ET   ·   Accession #:  1004275-2-14   ·   File #:  5-48173

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           5±    21K 
                          Ownership                                              
 2: EX-1        Underwriting Agreement                                 1      5K 

SC 13D/A   —   Amendment to General Statement of Beneficial Ownership

      SECURITIES AND EXCHANGE COMMISSION
      WASHINGTON, D.C. 20549
      ----------------

      SCHEDULE 13D
     Under the Securities Exchange Act of 1934
        (Amendment No. 4)*
      ----------

 Loehmann's Holdings, Inc.
--------------------------------------------------------------------------      
(Name of Issuer)                                                                
Common Stock, $.01 par value                      540411501                     
------------------------------              -------------------------------     
(Title of class of securities)                  (CUSIP number)                  

Todd J. Mason                                                                   
Alpine Associates, A Limited Partnership                                        
100 Union Avenue, Cresskill, NJ  07626, (201) 871-0866                          
----------------------------------------------------------------------------    
(Name, address and telephone number of person authorized to                     
     receive notices and communications)

August 26, 2002         
----------------------------------------------------------------------------    
(Date of event which requires filing of this statement)                         

If the 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 [ ].      

Note: When filing this statement in paper format, six copies of this            
statement, including 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          
persons 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 and        
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that    
section of that Act but shall be subject to all other provisions of the Act     
(however, see the Notes).                                                       

1    NAME OF REPORTING PERSON: Alpine Associates, A Limited             
Partnership                                                   

S.S. OR I.R.S. IDENTIFICATION NO.                             
OF ABOVE PERSON: #06-0944931                                  

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X]          
                                             (B) [_]
3    SEC USE ONLY                                                       

4    SOURCE OF FUNDS: WC, BK, OO                                        

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS    [_]             
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):                       

6    CITIZENSHIP OR PLACE OF                                            
ORGANIZATION:  New Jersey                                     

NUMBER OF SHARES   7    SOLE VOTING POWER:         881,269                      

BENEFICALLY        8    SHARED VOTING POWER:             0                      
OWNED BY                                                                        

EACH REPORTING     9    SOLE DISPOSITIVE POWER:    881,269                      

PERSON WITH       10    SHARED DISPOSITIVE POWER:        0                      

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY                             
REPORTING PERSON:  881,269                                    

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)       [_]            
EXCLUDES CERTAIN SHARES:                                      

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 26.4%          

14   TYPE OF REPORTING PERSON: PN, BD                                   

1    NAME OF REPORTING PERSON: Alpine Partners, L.P.                    

S.S. OR I.R.S. IDENTIFICATION NO.                             
OF ABOVE PERSON:  #22-3528110                                 

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X]          
                                             (B) [_]
3    SEC USE ONLY                                                       

4    SOURCE OF FUNDS: WC, BK, OO                                        

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS    [_]             
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):                       

6    CITIZENSHIP OR PLACE OF                                            
ORGANIZATION:  New Jersey                                     

NUMBER OF SHARES   7    SOLE VOTING POWER:         117,190                      

BENEFICALLY        8    SHARED VOTING POWER:             0                      
OWNED BY                                                                        

EACH REPORTING     9    SOLE DISPOSITIVE POWER:    117,190                      

PERSON WITH       10    SHARED DISPOSITIVE POWER:        0                      

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY                             
REPORTING PERSON:  117,190                                    

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)       [_]            
EXCLUDES CERTAIN SHARES:                                      

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.52%          

14   TYPE OF REPORTING PERSON: PN, BD                                   

1.  SECURITY AND ISSUER                                                         
This statement relates to the Common Stock, $.01 par value (the         
"Stock"),of Loehmann's Holdings, Inc. (the "Company"), the principal            
executive offices of which are located at 2500 Halsey Street, Bronx, New York   
10461.                                                                          

2.  IDENTITY AND BACKGROUND                                                     
The persons filing this statement are Alpine Associates, A Limited      
Partnership ("Associates"),a limited partnership organized under the laws of    
the State of New Jersey, principally engaged in the business of acting as a     
registered broker dealer and a member of the National Association of            
Securities Dealers; and Alpine Partners, L.P. ("Partners"), a limited           
partnership organized under the laws of the State of New Jersey, principally    
engaged in the business of acting as a registered broker dealer and a member    
of the National Association of Securities Dealers.  (Associates and Partners    
together are referred to as "Registrants".)  The principal office of each       
Registrant is located at 100 Union Avenue, Cresskill, New Jersey 07626.         
Eckert Corp. is the sole general partner of Associates and Partners. Victoria   
Eckert is the President of Eckert Corp. and its sole director.  Eckert Corp.    
is a Delaware corporation. Its business address is 100 Union Avenue,            
Cresskill, New Jersey 07626.  Its principal business is acting as general       
partner of Associates and Partners.  Ms. Eckert is a citizen of the United      
States. Her business address is 100 Union Avenue, Cresskill, New Jersey         
07626.  Her principal occupation is acting as president of Eckert Corp.         
Registrants may be deemed to be a "group" within the meaning of Rule 13d-5      
promulgated under the Securities Exchange Act of 1934, as amended.  Each        
disclaims beneficial interest in the others holdings.  During the last five     
years, none of the above named persons has been convicted in any criminal       
proceeding (excluding traffic violations and similar misdemeanors) or has       
been a party to any civil proceeding of a judicial or administrative body of    
competent jurisdiction as a result of which such person 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.                        

3.  SOURCE AND AMOUNT OF FUNDS                                                  
Associates and Partners received 179,564 shares of Stock and 26,036     
shares of Stock, respectively, pursuant to the bankruptcy reorganization of     
Loehmann's Inc., in exchange for certain senior notes of Loehmann's Inc. held   
by Associates and Partners.  Subsequently, a total of $5,631,266 and $712,230   
has been used by Associates and Partners, respectively, to purchase shares of   
Stock, and Associates and Partners received a further distribution of 6,815     
shares of Stock and 989 shares of Stock, respectively, in February, 2002        
pursuant to such reorganization.  The funds for such purchases have been        
obtained from working capital, which may at any given time include funds        
borrowed in the ordinary course of business from margin accounts.  It is        
expected that additional purchases of Stock (if any) will be financed in the    
same manner.                                                                    

4.  PURPOSE OF TRANSACTION                                                      
Registrants hold the Stock for investment, in the ordinary course of    
their businesses.  In the future Registrants may, in the ordinary course of     
their businesses, make additional purchases and/or sales of the Stock. Except   
as set forth above, Registrants have no plans or proposals which relate to or   
would result in any of the transactions described in subparagraphs (a)          
through (j) of Item 4 of Schedule 13D.                                          

5.  INTEREST IN SECURITIES OF THE ISSUER                                        
(a) Associates owns 881,269 shares of the Stock.  Partners owns 117,190 
shares of the Stock.  Registrants believe, based on the Company's Proxy         
Statement dated August 2, 2002, that a total of 3,332,178 shares of the Stock   
are outstanding, so that the shares owned by Associates and Partners            
represent approximately 26.4% and 3.52%, respectively, of the total             
outstanding shares.  Certain employees of an affiliate of the Registrants own   
47,392 shares of Stock.  Registrants disclaim beneficial interest in such       
shares.                                                                         
 (b)  Each Registrant has sole power to vote and dispose of the Stock held
by it.                                                                          
(c)  Since July 6, 2002, Associates has purchased a total of 40,860     
shares of the Stock, at an aggregate cost of $920,389, and Partners has         
purchased a total of 3,800 shares of the Stock, at an aggregate cost of         
$82,850.  See Item 5(c) attached hereto.                                        
(d)  Not applicable.                                                    
(e)  Not applicable.                                                    

6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO    
SECURITIES OF THE ISSUER                                                        
Except as set forth above, neither Associates, Partners nor any of the  
other persons referred to in Item 2 above has entered into any contract,        
arrangement, understanding or relationship (legal or otherwise) with any        
person with respect to any securities of the Company.                           

7.  EXHIBITS                                                                    
Exhibit 1 - Joint Filing Agreement                                      

     SCHEDULE 13-D
     -------------

After reasonable inquiry and to the best of our knowledge and belief, we        
certify that the information set forth in this statement is true, complete      
and correct.                                                                    

          ALPINE ASSOCIATES,
           A LIMITED PARTNERSHIP
                 By: Eckert Corp., General Partner

  By:  /S/TODD MASON
              --------------------------
Todd Mason

DATED:  September 4, 2002                                                       

     SCHEDULE 13-D
     -------------

After reasonable inquiry and to the best of our knowledge and belief, we        
certify that the information set forth in this statement is true, complete      
and correct.                                                                    

             ALPINE PARTNERS, L.P.
                 By: Eckert Corp., General Partner

  By:  /S/TODD MASON
              --------------------------
Todd Mason

DATED:  September 4, 2002                                                       

     SCHEDULE 13-D
      ITEM 5 (C)

TRADE DATE              NO. OF SHARES           NO. OF SHARES         PRICE PER 
           PURCHASED (1)              SOLD (1)               SHARE

TRANSACTIONS BY ASSOCIATES  
     ---------------------------------

08/26/02             12300                      0                  21.7263      
08/27/02               700                      0                  21.53        
08/28/02             11160                      0                  21.962       
08/29/02              4500                      0                  22.5831      
08/30/02              4700                      0                  23.733       
09/03/02              7500                      0                  23.976       

TRANSACTIONS BY PARTNERS                                                        
---------------------------------                                               

08/28/02              2300                      0                  22.00        
08/28/02              1500                      0                  21.50        

(1) Transactions were effected in the open market and otherwise in              
transactions with Broker-Dealers.                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
Filed on:		9/4/02
		8/26/02
		8/2/02		DEF 14A
		7/6/02
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