3 1 form3ohsmgp-stage.txt INITIAL STATEMENT OF BENEFICIAL OWNERSHIP ------------------------------ OMB APPROVAL ------------------------------ OMB Number: 3235-0104 Expires: December 31, 2001 Estimated average burden hours per response........0.5 ------------------------------ U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 3 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 (Print or Type Responses) ________________________________________________________________________________ 1. Name and Address of Reporting Person* Oak Hill Securities MGP, Inc. -------------------------------------------------------------------------------- (Last) (First) (Middle) 65 East 55th Street - 32nd Floor -------------------------------------------------------------------------------- (Street) New York NY 10022 -------------------------------------------------------------------------------- (City) (State) (Zip) ________________________________________________________________________________ 2. Date of Event Requiring Statement (Month/Day/Year) 12/28/01 ________________________________________________________________________________ 3. IRS Identification Number of Reporting Person, if an Entity (Voluntary) ________________________________________________________________________________ 4. Issuer Name and Ticker or Trading Symbol Stage Stores, Inc. ("STGS") ________________________________________________________________________________ 5. Relationship of Reporting Person to Issuer (Check all applicable) [_] Director [_] 10% Owner [_] Officer (give title below) [X] 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 ================================================================================ TABLE I -- NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED ================================================================================

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). ** May be deemed a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding Common Stock. 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. (Over) SEC 1473 (3-99) FORM 3 (continued) TABLE II -- DERIVATIVE SECURITIES BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES) ================================================================================

Explanation of Responses: (1) The Reporting Person is the general partner of Oak Hill Securities GenPar, L.P., which is the general partner of Oak Hill Securities Fund, L.P., the direct owner of 1,681,506 shares of Common Stock. The Reporting Person disclaims beneficial ownership of such securities in excess of its direct or indirect interest in the profits or capital accounts of Oak Hill Securities GenPar, L.P. and Oak Hill Securities Fund, L.P., and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities in excess of such amount. The Reporting Person may be deemed a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding Common Stock. However, the Reporting Person disclaims such group membership, and this report shall not be deemed an admission that the Reporting Person is a member of a Section 13(d) group that owns more than 10% of the Issuer's Common Stock for purposes of Section 16 or for any other purpose. Oak Hill Securities MPG, Inc. /s/ Glenn R. August January 9, 2002 --------------------------------------------- ----------------------- **Signature of Reporting Person Date Name: Glenn R. August Title: President ** 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 provided 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. Page 2

OAK HILL SECURITIES MGP INC 3