-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MGSEsAc/rQh6H3i8fnyjE5nCCBHqf8etM5ANTjYuAYa8MKjoAe/dvZUJnpFmJQ/B nVSFPvWf8akwzV0pi2BrVw== 0000950135-97-005043.txt : 19971217 0000950135-97-005043.hdr.sgml : 19971217 ACCESSION NUMBER: 0000950135-97-005043 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971216 SROS: NONE GROUP MEMBERS: CAHILL EDWARD L GROUP MEMBERS: CAHILL, WARNOCK & COMPANY, LLC GROUP MEMBERS: CAHILL, WARNOCK STRATEGIC PARTNERS FUND, L.P. GROUP MEMBERS: CAHILL, WARNOCK STRATEGIC PARTNERS, L.P. GROUP MEMBERS: DAVID L. WARNOCK GROUP MEMBERS: EDWARD L. CAHILL GROUP MEMBERS: STRATEGIC ASSOCIATES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JACOBS JAY INC CENTRAL INDEX KEY: 0000812127 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 910698077 STATE OF INCORPORATION: WA FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-39426 FILM NUMBER: 97738748 BUSINESS ADDRESS: STREET 1: 1530 5TH AVE CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2066225400 MAIL ADDRESS: STREET 1: 1530 FIFTH AVE CITY: SEATTLE STATE: WA ZIP: 98101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAHILL EDWARD L CENTRAL INDEX KEY: 0001025665 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: A STREET 2: 10 NORTH CALVERT ST STE 735 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4102441300 MAIL ADDRESS: STREET 1: 10 NORTH CALVERT ST STREET 2: SUITE 735 CITY: BALTIMORE STATE: MD ZIP: 21202 SC 13D 1 JAY JACOBS, INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(a) (AMENDMENT NO. )(1) Jay Jacobs, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 469 816 102 - -------------------------------------------------------------------------------- (CUSIP Number) Victor I. Chang, Law Clerk (617) 248-7000 c/o Testa, Hurwitz & Thibeault, LLP, High Street Tower, 125 High Street, Boston, Ma 02110 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 5, 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 Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. 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. - ---------- (1) 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 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). 2 SCHEDULE 13D - --------------------------- CUSIP No. 469 816 102 - --------------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Edward L. Cahill - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER -0- NUMBER OF ------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY OWNED BY 35,897,145 EACH ------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH: -0- ------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 35,897,145 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,897,145 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 85.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 SCHEDULE 13D - --------------------------- CUSIP No. 469 816 102 - --------------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) David L. Warnock - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER -0- NUMBER OF ------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY OWNED BY 35,897,145 EACH ------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH: -0- ------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 35,897,145 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,897,145 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 85.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 SCHEDULE 13D - --------------------------- CUSIP No. 469 816 102 - --------------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Cahill, Warnock Strategic Partners, L.P. IRSN: 52-1970604 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 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 Limited Partnership - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER -0- NUMBER OF ------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY OWNED BY 35,897,145 EACH ------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH: -0- ------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 35,897,145 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,897,145 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 85.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* PN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 SCHEDULE 13D - --------------------------- CUSIP No. 469 816 102 - --------------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Cahill, Warnock Strategic Partners Fund, L.P. IRSN: 52-1970619 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 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 Limited Partnership - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER -0- NUMBER OF ------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY OWNED BY 35,897,145 EACH ------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH: -0- ------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 35,897,145 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,897,145 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 85.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* PN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 SCHEDULE 13D - --------------------------- CUSIP No. 469 816 102 - --------------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Cahill, Warnock & Company, LLC IRSN: 52-1931617 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland Limited Liability Company - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER -0- NUMBER OF ------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY OWNED BY 35,897,145 EACH ------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH: -0- ------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 35,897,145 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,897,145 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 85.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* OO ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 SCHEDULE 13D - --------------------------- CUSIP No. 469 816 102 - --------------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Strategic Associates, L.P. IRSN: 52-1991689 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 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 Limited Partnership - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER -0- NUMBER OF ------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY OWNED BY 35,897,145 EACH ------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH: -0- ------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 35,897,145 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,897,145 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 85.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* PN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! 8 ITEM 1. SECURITY AND ISSUER: This statement relates to the Common Stock, $.01 par value per share, of Jay Jacobs, Inc., a Washington corporation (the "Issuer"). The address of the Issuer's principal executive offices is 1530 Fifth Avenue, Seattle, WA 98101. ITEM 2. IDENTITY AND BACKGROUND: This statement is being filed by (i) Cahill, Warnock Strategic Partners Fund, L.P. ("Strategic Partners Fund"), (ii) Cahill Warnock Strategic Partners, L.P. ("Strategic Partners"), the sole general partner of Strategic Partners Fund, (iii) Strategic Associates, L.P. ("Strategic Associates"), (iv) Cahill, Warnock & Company, LLC ("Cahill, Warnock & Co."), the sole general partner of Strategic Associates, (v) Edward L. Cahill ("Cahill"), a general partner of Strategic Partners and a member of Cahill, Warnock & Co., and (vi) David L. Warnock ("Warnock"), a general partner of Strategic Partners and a member of Cahill, Warnock & Co. Strategic Partners Fund, Strategic Partners, Strategic Associates, Cahill, Warnock & Co., Cahill, and Warnock are sometimes referred to collectively herein as the "Reporting Persons." The address of the principal business and principal office of Strategic Partners Fund, Strategic Partners, Strategic Associates and Cahill, Warnock & Co. is 1 South Street, Suite 2150, Baltimore, MD 21202. The business address of Cahill and Warnock is 1 South Street, Suite 2150, Baltimore, MD 21202. The state of organization for Strategic Partners Fund, Strategic Partners and Strategic Associates is Delaware. The state of organization for Cahill, Warnock & Co. is Maryland. Both Cahill and Warnock are citizens of the United States of America. The principal business of Strategic Partners Fund and Strategic Associates is to make private equity investments in micro-cap public companies seeking capital for expansion or undergoing a restructuring of ownership. The principal business of Strategic Partners is to act as the sole general partner of Strategic Partners Fund. The principal business of Cahill, Warnock & Co. is to act as the sole general partner of Strategic Associates and Camden Partners, L.P. ("Camden Partners") and to manage the activities of Strategic Partners Fund, Strategic Associates, and Camden Partners. The principal occupations of Cahill and Warnock are their activities on behalf of Strategic Partners Fund, Strategic Partners, Strategic Associates, Cahill, Warnock & Co. and Camden Partners. The principal business of Camden Partners is to make passive investments in public companies. The principal office of Camden Partners is 1 South Street, Suite 2150, Baltimore, MD 21202. During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding a violation with respect to such laws. 9 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: On December 5, 1997 Strategic Partners Fund acquired 15,014 shares of Series B Preferred Stock of the Issuer for a total purchase price of $1,501,400. The Series B Preferred Stock acquired by Strategic Partners Fund is currently convertible into 34,014,499 shares of the Issuer's Common Stock. The working capital of Strategic Partners Fund was the source of funds for this purchase. No part of the purchase price was or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Series B Preferred Stock. On December 5, 1997 Strategic Associates acquired 831 shares of Series B Preferred Stock of the Issuer for a total purchase price of $83,100. The Series B Preferred Stock acquired by Strategic Associates is currently convertible into 1,882,646 shares of the Issuer's Common Stock. The working capital of Strategic Associates was the source of funds for this purchase. No part of the purchase price was or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Series B Preferred Stock. ITEM 4. PURPOSE OF TRANSACTION: Strategic Partners Fund and Strategic Associates acquired the Issuer's securities for investment purposes. Depending on market conditions, their continuing evaluation of the business and prospects of the Issuer and other factors, Strategic Partners Fund and Strategic Associates may dispose of or acquire additional securities of the Issuer. Except as otherwise described herein or as expressly stated below, none of the Reporting Persons has any present plans which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; 10 (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. EXCEPTION. Pursuant to the terms of a certain Voting Agreement dated as of December 5, 1997 (the "Voting Agreement," attached hereto as EXHIBIT 4) by and among the Strategic Partners Fund, Strategic Associates, T. Rowe Price Recovery Fund II, L.P. ("T. Rowe Price"), Michael D. Sullivan ("Sullivan"), Rex Loren Steffey ("Steffey"), and William L. Lawrence, Jr. ("Lawrence"), the parties thereto agreed to fix the size of the Board of Directors at seven (7) and vote all of their shares of stock of the Issuer to elect certain persons to the Board of Directors of the Issuer. At present, Strategic Partners Fund, Strategic Associates, T. Rowe Price, and Sullivan collectively have the authority to designate five members of the Board of Directors. ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER: (a) Strategic Partners Fund is the record owner of 15,014 shares of Series B Preferred Stock of the Issuer (the "Fund B Preferred"). The Fund B Preferred is currently convertible into 34,014,499 shares of the Issuer's Common Stock (the "Fund Conversion Shares"). Strategic Associates is the record owner of 831 shares of Series B Preferred Stock of the Issuer (the "Associates B Preferred"). The Associates B Preferred is currently convertible into 1,882,646 shares of the Issuer's Common Stock (the "Associates Conversion Shares"). The Fund Conversion Shares and the Associates Conversion Shares are sometimes referred to herein collectively as the "Jay Jacobs Shares." Because of their relationship as affiliated entities, both Strategic Partners Fund and Strategic Associates may be deemed to own beneficially the Jay Jacobs Shares. As general partners of Strategic Partners Fund and Strategic Associates, respectively, Strategic Partners and Cahill, Warnock & Co. may be deemed to own beneficially the Jay Jacobs Shares. As the individual general partners of Strategic Partners and as the members of Cahill, Warnock & Co., both Cahill and Warnock may be deemed to own beneficially the Jay Jacobs Shares. By virtue of the Voting Agreement (attached hereto as EXHIBIT 4), each of the Reporting Persons may be deemed to share voting power with respect to each share of the Issuer's stock subject to the agreement. Consequently, the Reporting Persons may be deemed to beneficially own, in addition to the Jay Jacobs Shares, an additional 23,221,663 shares of the Issuer (the "Agreement Shares"). Strategic Partners Fund disclaims beneficial ownership of the Associates Conversion Shares and the Agreement Shares. Strategic Associates disclaims beneficial ownership of the Fund Conversion Shares and Agreement Shares. Strategic Partners, Cahill, Warnock & Co., Cahill, and Warnock each disclaim beneficial ownership of the Jay Jacobs Shares and the Agreement Shares, except with respect to their pecuniary interest therein, if any. Each of the Reporting Persons may be deemed to own beneficially 85.2% of the Issuer's Common Stock, which percentage is calculated based upon 6,213,837 shares of the Issuer's Common Stock reported as outstanding by the Issuer in the Stock Purchase Agreement and 35,897,145 shares of the Issuer's Common 11 Stock issuable upon conversion of the Fund B Preferred and Associates B Preferred. The calculation of beneficial ownership percentage does not reflect potential deemed beneficial ownership of the Agreement Shares. In Amendment No. 1 to the Limited Partnership Agreement of Strategic Partners Fund, dated July 26, 1996 (attached hereto as EXHIBIT 2), Strategic Partners and the limited partners of Strategic Partners Fund agreed that any securities of a particular issuer that are acquired by both Strategic Partners Fund and Strategic Associates shall be sold or otherwise disposed of at substantially the same time, on substantially the same terms and in amounts proportionate to the size of each of their investments. As a consequence, Strategic Associates and Strategic Partners Fund may be deemed to be members of a group pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934. Strategic Partners, Cahill, Warnock & Co., Cahill and Warnock each disclaim membership in the aforementioned group. (b) Number of shares of the Issuer's Common Stock as to which each such person has (i) Sole power to vote or direct the vote: 0 shares for each Reporting Person; (ii) Shared power to vote or direct the vote: 35,897,145* shares for each Reporting Person; (iii) Sole power to dispose or to direct the disposition: 0 shares for each Reporting Person; (iv) Shared power to dispose or to direct the disposition: 35,897,145* shares for each Reporting Person. * Does not reflect potential deemed beneficial ownership of the Agreement Shares. (c) Except as set forth above, none of the Reporting Persons has effected any transaction in shares of the Issuer's Common Stock during the last 60 days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares beneficially owned by any of the Reporting Persons. (e) Not applicable. 12 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH OF THE ISSUER: In Amendment No. 1 to the Limited Partnership Agreement of Strategic Partners Fund, dated July 26, 1996, Strategic Partners and the limited partners of Strategic Partners Fund agreed that any securities of a particular issuer that are acquired by both Strategic Partners Fund and Strategic Associates shall be sold or otherwise disposed of at substantially the same time, on substantially the same terms and in amounts proportionate to the size of each of their investments. Pursuant to the terms of a certain Preferred Stock Purchase Agreement dated December 5, 1997 by and among the Issuer, Strategic Partners Fund, Strategic Associates, T. Rowe Price, and Sullivan (the "Stock Purchase Agreement," attached hereto as EXHIBIT 3), Strategic Partners Fund acquired 27,624 shares of Series A Preferred Stock (non-voting, non-convertible) and 15,014 shares of Series B Preferred Stock. Pursuant to the Stock Purchase Agreement, Strategic Associates acquired 1,531 shares of Series A Preferred Stock (non-voting, non-convertible) and 831 shares of Series B Preferred Stock. Under the terms of the Stock Purchase Agreement, the Issuer is obligated to prepare and file with the Securities and Exchange Commission, within 180 days of December 5, 1997, a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (the "Shelf Registration") registering the resale from time to time by Strategic Partners Fund, Strategic Associates, T. Rowe Price, and Sullivan, and their transferees and distributees of all of the securities owned by such persons that are registrable under the Shelf Registration. Pursuant to the terms of the Voting Agreement (attached hereto as EXHIBIT 4), by and among Strategic Partners Fund, Strategic Associates, T. Rowe Price, Sullivan, Steffey, and Lawrence, (the parties to the agreement are referred to herein collectively as the "Stockholders"), the Stockholders agreed to fix the size of the Board of Directors at seven (7) and to vote all of the Stockholders' shares of stock of the Issuer to elect certain persons to the Board of Directors of the Issuer. At present, Strategic Partners Fund, Strategic Associates, T. Rowe Price, and Sullivan collectively have the authority to designate five members of the Board of Directors. Pursuant to a certain Registration Rights Agreement (attached hereto as EXHIBIT 5) dated December 5, 1997 by and among the Issuer, Strategic Partners Fund, Strategic Associates, T. Rowe Price, and Sullivan (attached hereto as EXHIBIT 5), Strategic Partners Fund, Strategic Associates, T. Rowe Price, and Sullivan are granted, subject to certain restrictions and limitations, certain demand and "piggyback" registration rights with respect to the Series B Preferred Stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS: Exhibit 1 - Agreement regarding filing of joint Schedule 13D. Exhibit 2 - Amendment No. 1 to the Limited Partnership Agreement of Strategic Partners Fund. Exhibit 3 - Preferred Stock Purchase Agreement dated December 5, 1997, by and among the Issuer, Strategic Partners Fund, Strategic Associates, T. Rowe Price, and Sullivan (filed as EXHIBIT 2.1 to the Issuer's Current Report on 8-K filed December 15, 1997 and incorporated by reference to this filing). 13 Exhibit 4 - Voting Agreement dated December 5, 1997, by and among Strategic Partners Fund, Strategic Associates, T. Rowe Price, Sullivan, Steffey, and Lawrence (filed as EXHIBIT 4.2 to the Issuer's Current Report on 8-K filed December 15, 1997 and incorporated by reference to this filing). Exhibit 5 - Registration Rights Agreement dated December 5, 1997, by and among the Issuer, Strategic Partners Fund, Strategic Associates, T. Rowe Price, and Sullivan (filed as EXHIBIT 4.4 to the Issuer's Current Report on 8-K filed December 15, 1997 and incorporated by reference to this filing). Exhibit 6 - Amendment to Articles of Incorporation of Jay Jacobs, Inc. as filed with the Secretary of the State of Washington on December 3, 1997 (filed as EXHIBIT 3.1 to the Issuer's Current Report on 8-K filed December 15, 1997 and incorporated by reference to this filing). 14 SCHEDULE 13D SIGNATURE 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. Dated: December 15, 1997. /s/ Edward L. Cahill --------------------------------------------- Edward L. Cahill /s/ David L. Warnock --------------------------------------------- David L. Warnock CAHILL, WARNOCK STRATEGIC PARTNERS FUND, L.P. By: Cahill, Warnock Strategic Partners, L.P., its Sole General Partner By: /s/ Edward L. Cahill ------------------------------------ Edward L. Cahill, General Partner By: /s/ David L. Warnock ------------------------------------ David L. Warnock, General Partner CAHILL, WARNOCK STRATEGIC PARTNERS, L.P. By: /s/ Edward L. Cahill ----------------------------------------- Edward L. Cahill, General Partner By: /s/ David L. Warnock ----------------------------------------- David L. Warnock, General Partner 15 STRATEGIC ASSOCIATES, L.P. By: Cahill, Warnock & Co., LLC, its sole General Partner By: /s/ Edward L. Cahill ------------------------------------ Edward L. Cahill, Member By: /s/ David L. Warnock ------------------------------------ David L. Warnock, Member CAHILL, WARNOCK & CO., LLC By: /s/ Edward L. Cahill ---------------------------------------- Edward L. Cahill, Member By: /s/ David L. Warnock ---------------------------------------- David L. Warnock, Member EX-99.1 2 AGREEMENT REGARDING FILING OF JOINT SCHEDULE 13D 1 EXHIBIT 1 AGREEMENT Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Jay Jacobs, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. Executed this December 15, 1997. /s/ Edward L. Cahill ----------------------------------- Edward L. Cahill /s/ David L. Warnock ----------------------------------- David L. Warnock 2 CAHILL, WARNOCK STRATEGIC PARTNERS FUND, L.P. By: Cahill, Warnock Strategic Partners, L.P., its Sole General Partner By: /s/ Edward L. Cahill ----------------------------------- Edward L. Cahill, General Partner By: /s/ David L. Warnock ----------------------------------- David L. Warnock, General Partner CAHILL, WARNOCK STRATEGIC PARTNERS, L.P. By: /s/ Edward L. Cahill ---------------------------------------- Edward L. Cahill, General Partner By: /s/ David L. Warnock ---------------------------------------- David L. Warnock, General Partner STRATEGIC ASSOCIATES, L.P. By: Cahill, Warnock & Co., LLC, its sole General Partner By: /s/ Edward L. Cahill ----------------------------------- Edward L. Cahill, Member By: /s/ David L. Warnock ----------------------------------- David L. Warnock, Member CAHILL, WARNOCK & CO., LLC By: /s/ Edward L. Cahill ---------------------------------------- Edward L. Cahill, Member By: /s/ David L. Warnock ---------------------------------------- David L. Warnock, Member EX-99.2 3 AMENDMENT NO. 1 TO LIMITED PARTNERSHIP AGREEMENT 1 Exhibit 2 AMENDMENT NO. 1 TO LIMITED PARTNERSHIP AGREEMENT OF CAHILL, WARNOCK STRATEGIC PARTNERS FUND, L.P. AMENDMENT NO. 1 dated as of the 26th day of July, 1996, by and among Cahill, Warnock Strategic Partners, L.P., a Delaware limited partnership, as general partner (the "General Partner") of Cahill, Warnock Strategic Partners Fund, L.P., a Delaware limited partnership (the "Partnership"), and the Limited Partners of the Partnership listed on Schedule A to the Limited Partnership Agreement of the Partnership, dated as of April 11, 1996 (the "Partnership Agreement"), at least 66 2/3% in interest of whom have executed a counterpart signature page to this Amendment No. 1: WHEREAS, immediately prior to the admission on the date hereof of additional Limited Partners to the Partnership pursuant to Section 8(c) of the Partnership Agreement, the parties hereto desire to amend the Partnership Agreement and approve Amendment No. 1 to the Management Agreement, the form of which Management Agreement is attached to the Partnership Agreement as Schedule B. NOW, THEREFORE, the parties hereto, in consideration of the premises and the agreements herein contained and intending to be legally bound hereby, agree as follows: 1. Section 4(k)(2) of the Partnership Agreement is amended by deleting the second sentence thereof in its entirety and substituting the following: "Notwithstanding Section 4(e)(1) to the contrary, the Principals may organize, after the date of this Agreement, other investment funds and client investment vehicles for the benefit of employees, associates and advisors of the General Partner and the Principals and for investors who may be strategically important to the Partnership, specifically for the purpose of co-investing with the Partnership; provided that the aggregate amount of capital committed to such other investment funds and client investment vehicles does not exceed $7 million; and provided, further, that any such investment funds or client investment vehicles which are managed by the General Partner or the Principals shall sell or otherwise dispose of each such co-investment at substantially the same time and on substantially the same terms as the Partnership in amounts proportionate to the relative size of the investments made by such investment funds and client investment vehicles and the Partnership." 2 2. Section 7(a) of the Partnership Agreement is amended by deleting the first sentence thereof in its entirety and substituting the following: "The Partnership shall have a Valuation Committee which shall consist of at least three (3) but not more than five (5) members, none of whom shall be an officer, director, member or employee of the General Partner, the Management Company or any affiliate thereof, and none of whom shall be related to any Principal." 3. Section 8(a) of the Partnership Agreement is amended by adding the following text at the end thereof: "Each notice for an Additional Capital Contribution from the General Partner shall include a general description of the purposes and uses for which the Additional Capital Contribution is being called including, for example, the payment of Partnership expenses (including the Management Fee) and the purchase of Portfolio Company Securities; provided that the General Partner shall not be required to identify the purposes and uses of 100% of any Additional Capital Contribution or be required to identify the name of any particular Portfolio Company or proposed Portfolio Company. After the fourth anniversary of the last admittance of any additional Limited Partners pursuant to Section 8(c) hereof, the General Partner shall not make any further calls for Additional Capital Contributions for the purpose of investing in the Securities of any entity that was not a Portfolio Company (including as a Portfolio Company for such purpose, any predecessor of such entity) on such anniversary date, except with the approval of the Valuation Committee. After the fifth anniversary of the last admittance of any additional Limited Partners pursuant to Section 8(c) hereof, the General Partner shall not make any further calls for Additional Capital Contributions for the purpose of investing in the Securities of any entity that was a Portfolio Company (including as a Portfolio Company for such purpose, any predecessor of such entity) on such anniversary date, except with the approval of the Valuation Committee." 4. Section 11(b) of the Partnership Agreement is amended by adding the following subsection (8) at the end thereof: "(8) An amount equal to 50% of all distributions made to the General Partner, other than (A) Tax Distributions plus (B) distributions the General Partner would have received if it had made its Capital Contributions as a Limited Partner and did not hold an interest as a General Partner (excluding any Tax Distributions on account thereof which are included in (A)), shall be used by the General Partner immediately upon distribution thereof to prepay any promissory notes contributed by the General Partner to the Partnership." 5. Section 16 of the Partnership Agreement is amended by adding the following text at the end thereof: "No Principal will voluntarily assign, pledge, mortgage, hypothecate, sell or otherwise dispose of or encumber (a "Disposition") all or any part of his interest in the allocations 3 made to the General Partner of "20% of such additional Net Realized Gain" pursuant to Section 10(b)(1)(A)(iv) (the "20% carried interest"), except for (a) Dispositions to members of his immediate family or trusts for the benefit of such general partner or members of his immediate family (and, in the case of any Dispositions to such family members or such trusts, the transferee shall thereafter be subject, as to further transfers, to the same restrictions on transfer as were applicable to the transferor), (b) Dispositions to other persons who are associated with or employed by the General Partner, the Principals or the Management Company, and (c) Dispositions to another Principal; provided, that, the Dispositions of all Principals pursuant to clauses (a) and (b) shall not exceed in the aggregate 45% of their aggregate interests in the 20% carried interest." 6. Section 19(c) of the Partnership Agreement is amended by adding the following text at the end thereof: "The General Partner shall transmit to each Partner within sixty (60) days after the close of each fiscal year, a report describing any fees and other remuneration which, pursuant to Section 4(b) of the Management Agreement, reduced the Management Fee payable in such fiscal year. Such description will be organized by the type of such fees and other remuneration (e.g., director's fees and consulting fees) and the dollar amount attributable to each such category." 7. Pursuant to Section 7 of the Management Agreement, the Limited Partners hereby consent to Amendment No. 1 to the Management Agreement dated the date hereof, which amends Section 4(b) of the Management Agreement by adding the following text at the end thereof: "If in any year such reductions exceed the Management Fee otherwise payable, the excess amount of such reductions shall be carried forward on a year-by-year basis." IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as of the day and year first above written. GENERAL PARTNER CAHILL, WARNOCK STRATEGIC PARTNERS, L.P. By: /s/ Edward L. Cahill ------------------------------------ Edward L. Cahill, General Partner By: /s/ David L. Warnock ------------------------------------ David L. Warnock, General Partner 4 AMENDMENT NO. 1 TO LIMITED PARTNERSHIP AGREEMENT OF CAHILL, WARNOCK STRATEGIC PARTNERS FUND, L.P. LIMITED PARTNER SIGNATURE PAGE The undersigned Limited Partner hereby executes Amendment No. 1 to Limited Partnership Agreement of Cahill, Warnock Strategic Partners Fund, L.P. and hereby authorizes this signature page to be attached to a counterpart of such document executed by the General Partner of Cahill, Warnock Strategic Partners Fund, L.P. Please type or print exact name of Limited Partner * ____________________________________ Please sign here By__________________________________ Please type or print exact name of signer ____________________________________ Please type or print title of signer Title_______________________________ * Signature pages of the limited partners will be provided upon request. -----END PRIVACY-ENHANCED MESSAGE-----