3 1 file001.txt FORM 3 -------------------------------------- FORM 3 OMB APPROVAL -------------------------------------- OMB Number: 3235-0104 Expires: October 31, 2001 Estimated average burden hours per response ........... 0.5 -------------------------------------- U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 ------------------------------------------------------------------------------- 1. Name and Address of Reporting Person Specialty Acquisition Corp. ----------------------------------------------------------- (Last) (First) (Middle) c/o Kane Kessler, P.C. 1350 Avenue of the Americas, 26th Floor ----------------------------------------------------------- (Street) New York NY 10019 ----------------------------------------------------------- (City) (State) (Zip) ------------------------------------------------------------------------------- 2. Date of Event Requiring Statement (Month/Day/Year) May 4, 2001 ------------------------------------------------------------------------------- 3. IRS or Social Security Number of Reporting Person (Voluntary) -- ------------------------------------------------------------------------------- 4. Issuer Name and Ticker or Trading Symbol Specialty Catalog Corp. (CTLG) ------------------------------------------------------------------------------- 5. Relationship of Reporting Person to Issuer (check all applicable) [ ] Director [X] 10% Owner [ ] Officer (give title below) [ ] Other (specify below) -------------------------------------------------- -------------------------------------------------- ------------------------------------------------------------------------------- 6. If Amendment, Date of Original (Month/Day/Year) ------------------------------------------------------------------------------- 7. Individual or Joint/Group Filing (Check Applicable Line) [X] Form filed by One Reporting Person [ ] Form filed by More than One Reporting Person ------------------------------------------------------------------------------- Page 1 FORM 3 (continued)

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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. *If the Form is filed by more than one reporting person, See Instruction 5(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this Form are not required to respond unless the form displays a currently valid OMB Number. SPECIALTY ACQUISITION CORP. By: /s/ Guy Naggar May 14, 2001 ---------------------------------------- ------------------ ** Signature of the Reporting Person Date Name: Guy Naggar Title: President Page 3 Attachment to Form 3 The following persons filed a Schedule 13D with the Securities and Exchange Commission on May 11, 2001 (the "13D Filers"): 1. First Global Holdings Limited ("First Global"), Geneva Place, 2nd Floor, Wickham's Cay, P.O. Box 3339, Road Town, Tortola, British Virgin Islands. 2. Ionic Holdings LDC ("Ionic"), First Home Tower, British American Center, George Town, Grand Cayman, Cayman Islands. 3. Oracle Investments and Holdings Limited ("Oracle"), Geneva Place, 2nd Floor, Wickham's Cay, P.O. Box 3339, Road Town, Tortola, British Virgin Islands. 4. Three Greens Holdings Limited ("Three Greens"), Geneva Place, 2nd Floor, Wickham's Cay, P.O. Box 3339, Road Town, Tortola, British Virgin Islands. 5. Guy Naggar, c/o Dawnay, Day & Co. Ltd., 15 Grosvenor Gardens, London, England SW1W OBD. 6. Alexander Enterprise Holding Corp. ("Alexander"), 801 Brickell Avenue, Suite 2580, Miami, FL 33131. 7. Specialty Acquisition Corp., c/o Kane Kessler, P.C., 1350 Avenue of the Americas, 26th Floor, New York, NY 10019 8. Marion Naggar Children's Settlement, La Motte Chambers, St Helier, Jersey, Channel Islands JE1 1BJ. 9. GA Naggar 1982 Settlement, La Motte Chambers, St Helier, Jersey, Channel Islands JE1 1BJ. 10. Abacus (C.I.) Limited, La Motte Chambers, St Helier, Jersey, Channel Islands JE1 1BJ. 11. Abacus Trustees (Jersey) Limited, La Motte Chambers, St Helier, Jersey, Channel Islands JE1 1BJ. 12. Nicolas Berggruen, 499 Park Avenue, New York, New York 10022. Each of the 13D Filers listed in items 1 through 6 above shall hereinafter be referred to as the "Stockholders." Page 4 Explanation of Responses: Note 1 On May 4, 2001, a special committee of the board of directors of the Issuer approved, and the Issuer and Specialty Acquisition Corp. ("SAC") entered into, an Agreement and Plan of Recapitalization and Merger (the "Merger Agreement") providing that, upon the terms and subject to the conditions thereof, SAC will merge with and into the Issuer (the "Merger") with the Issuer continuing as the surviving corporation. Immediately prior to the signing of the Merger Agreement, on May 4, 2001, the Stockholders entered into a stockholders agreement pursuant to which simultaneously with the closing of the transactions contemplated by the Merger Agreement and immediately prior to the Merger, each of the Stockholders, together with additional stockholders who execute a transfer agreement, shall purchase additional shares of common stock of SAC by (i) contributing to SAC any or all of their shares of common stock of the Issuer, owned by each stockholder, (ii) making an additional cash contribution to SAC; or (iii) a combination of (i) and (ii) above, in accordance with the terms and conditions of subscription agreements to be entered into by the Issuer and each of the respective stockholders of SAC. As a result of the execution of such stockholders agreement, SAC may be deemed to have beneficial ownership over 1,513,709 shares of common stock and options to purchase 3,600 shares of common stock of the Issuer. SAC disclaims beneficial ownership of any securities covered by this statement and this filing shall not be deemed an admission that SAC is, for the purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any securities covered by this statement. First Global disclaims beneficial ownership of any shares owned by Oracle, Three Greens, or Ionic. Oracle disclaims beneficial ownership of any shares owned by First Global, Three Greens, or Ionic. Ionic disclaims beneficial ownership of any shares owned by Oracle, Three Greens, or First Global. Three Greens disclaims beneficial ownership of any shares owned by Oracle, Ionic, or First Global. Alexander and Mr. Berggruen disclaim beneficial ownership of any shares held by any of the other 13D Filers. Page 5

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