4/A//SEC Filing
HANCOCK PARK CAPITAL II LP 4/A
Accession 0001179110-03-009174
CIK 0000878720other
Filed
Oct 22, 8:00 PM ET
Accepted
Oct 23, 7:29 PM ET
Size
11.6 KB
Accession
0001179110-03-009174
Insider Transaction Report
Form 4/AAmended
FAO INCFAOO
HANCOCK PARK CAPITAL II LP
10% Owner
Transactions
- Other
Obligation to buy Warrants
2003-04-23+219,892→ 219,892 total(indirect: See footnote)From: 2003-11-30Exp: 2003-11-30→ Warrants to buy (219,892 underlying) - Other
Obligation to buy Warrants
2003-04-23+164,919→ 164,919 total(indirect: See footnote)From: 2003-06-01Exp: 2003-11-30→ Warrants to buy (164,919 underlying) - Exercise of In-Money
Obligation to buy Warrants
2003-07-09−164,919→ 0 total(indirect: See footnote)From: 2003-06-01Exp: 2003-11-30→ Warrants to buy (164,919 underlying) - Exercise of In-Money
Warrants to Buy
2003-07-09+164,919→ 164,919 total(indirect: See footnote)Exercise: $1.50From: 2003-07-09Exp: 2008-07-09→ Common Stock (164,919 underlying)
Footnotes (6)
- [F1]Exercise of obligation to buy Warrants, in which the Issuer exercised the right to require the Reporting Person to secure a letter of credit in favor of the Issuer, and the Issuer issued Warrants to the Reporting Person in payment therefor. The Reporting Person provided $1,000,000 of cash collateral in support of such letter of credit.
- [F2]These shares are owned directly by Hancock Park Capital II, L.P. Its sole general partner, Hancock Park Associates III, LLC, and Michael J. Fourticq, Managing Member of Hancock Park Associates III, LLC, may be deemed indirect beneficial owners of the reported securities. Each of Hancock Park Associates III, LLC, and Michael J. Fourticq disclaim beneficial ownership of the reported securities except to the extent of the pecuniary interest of each therein.
- [F3]The obligation to buy Warrants repersents a contractual right of the Issuer to require (by exercise of the obligation), the Reporting Person to secure a letter of credit in favor of the Issuer, for which the Issuer must then issue to the Reporting Person the specified number of Warrants. The Warrants would be exercisable at $1.50 per share, be immediately exercisable and expire on the fifth anniversary of the date of issuance.
- [F4]The obligation to buy Warrants repersents a contractual right of the Issuer to elect (by exercise of the obligation), not to repay certain senior notes issuable by the Issuer to the Reporting Person if the beneficiary of the letter of credit referenced in Note 3 draws upon the letter of credit. If, at November 30, 2003, such senior notes are outstanding and the Issuer has not repaid them, the Issuer must then issue to the Reporting Person the specified number of Warrants. The Warrants would be exercisable at $1.50 per share, be immediately exercisable and expire on the fifth anniversary of the date of issuance.
- [F5]The acquisitions of securities from the Issuer reported above are exempt from liability under Rule 16b-3 (transaction code A would also apply).
- [F6]Common share equivalents and prices take into account a 1:15 reverse stock split completed on April 22, 2003.
Documents
Issuer
FAO INC
CIK 0000878720
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001230699
Filing Metadata
- Form type
- 4/A
- Filed
- Oct 22, 8:00 PM ET
- Accepted
- Oct 23, 7:29 PM ET
- Size
- 11.6 KB