UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

-with a copy to-

Clifford E. Neimeth, Esq.

Greenberg Traurig, LLP

The MetLife Building

200 Park Avenue

New York, NY  10166

(212) 801-9200

 

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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 ("Act") 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

---

 

 

3

---

 

 

4

---

 

 

5

---

 

 

6

---

 

 

7

---

 

 

8

 

Item 1.                                 Security and Issuer.

The class of equity security to which this statement relates is the class A common stock, par value $0.01 per share (the “Common Stock”), of The Finish Line, Inc., an Indiana corporation (the “Issuer”).  The principal executive office of the Issuer is located at:

3308 North Mitthoeffer Road

Indianapolis, Indiana 46235

Item 2.                                 Identity and Background.

This statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (“Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): SCSF Equities, LLC, a Delaware limited liability company (“SCSF Equities”), Sun Capital Securities Offshore Fund, Ltd., a Cayman Islands corporation (“Sun Offshore Fund”), Sun Capital Securities Fund, LP, a Delaware limited partnership (“Sun Securities Fund”), Sun Capital Securities Advisors, LP, a Delaware limited partnership (“Sun Advisors”), Sun Capital Securities, LLC, a Delaware limited liability company (“Sun Capital Securities”), Marc J. Leder (“Leder”) and Rodger R. Krouse (“Krouse”).  Leder and Krouse may each be deemed to control SCSF Equities, Sun Securities Fund and Sun Advisors, as Leder and Krouse each own 50% of the membership interests in Sun Capital Securities, which in turn is the general partner of Sun Advisors, which in turn is the general partner of Sun Securities Fund, which in turn is the managing member of SCSF Equities.  Leder and Krouse may each be deemed to control Sun Offshore Fund by virtue of being the only two directors of Sun Offshore Fund.  Sun Offshore Fund, in turn, owns a majority of the membership interests of SCSF Equities.  SCSF Equities, Sun Offshore Fund, Sun Securities Fund, Sun Advisors, Sun Capital Securities, Leder and Krouse are collectively referred to as the “Reporting Persons.”

The principal business address of each of the Reporting Persons is 5200 Town Center Circle, Suite 470, Boca Raton, Florida 33486.

SCSF Equities, Sun Offshore Fund, Sun Securities Fund, Sun Advisors and Sun Capital Securities are each principally engaged in making investments.  Leder and Krouse are principally engaged in merchant banking and the acquisition and operation of middle market companies.

During the past five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the executive officers or directors of the Reporting Persons, if applicable, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

9

---

Certain information with respect to the executive officers and directors of the Reporting Persons, if applicable, is set forth on SCHEDULE A attached hereto.

Item 3.                                 Source and Amount of Funds or Other Consideration.

The Reporting Persons are all affiliated with Sun Securities Fund and Sun Offshore Fund, which are private equity funds formed for the purpose of making investments in public and private securities.  The source of funds is capital committed by the limited partners of these funds, who are not themselves necessarily affiliates of the funds.

The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference.

Item 4.                                 Purpose of Transaction.

The shares of Common Stock were acquired as part of the proprietary trading strategy of the Reporting Persons.  The Reporting Persons intend to optimize the value of their investments and, therefore, will review from time to time the Issuer’s business affairs, financial position, and contractual rights and obligations.  Based on such evaluation and review, as well as general economic, industry, and market conditions existing at the time, the Reporting Persons may consider from time to time various alternative courses of action.  Such actions may include the acquisition or disposition of Common Stock or other securities through open market transactions, privately negotiated transactions, a tender offer, a merger, an exchange offer, or otherwise.  As part of monitoring their investments, the Reporting Persons may also, from time to time, seek to meet with and have discussions with the Issuer’s management and directors and, further, may communicate with other holders of Common Stock to understand their views of the Issuer’s operating strategy and financial performance.  Except as set forth herein, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

The information set forth in Item 3 of this Schedule 13D is hereby incorporated herein by reference.

Item 5.                                 Interest in Securities of the Issuer.

(a)—(b)      On March 5, 2007, the Reporting Persons purchased shares of Common Stock increasing the total number of shares owned by the Reporting Persons to 2,398,400 shares of Common Stock, or approximately 5.1% of the Issuer’s outstanding Common Stock.  Since March 5, 2007, the Reporting Persons have not purchased additional shares of Common Stock.  As of the date hereof, the Reporting Persons beneficially own and have shared power to vote and shared power of disposition over 2,398,400 shares of Common Stock of the Issuer, or approximately 5.1% of the Issuer’s outstanding Common Stock.

10

---

(c)                                  The dates of the transactions, the amounts of such securities involved in such transactions, and the average price per share of Common Stock for such transactions on such dates for all purchases and sales of Common Stock made by the Reporting Persons in the past 60 days are set forth in SCHEDULE B attached hereto.  Unless otherwise indicated on SCHEDULE B, all transactions were effected by SCSF Equities and were open market purchases on the Nasdaq Global Market.

(d)                                 Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock of the Issuer reported by this statement.

(e)                                  Inapplicable.

Item 6.                                 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

To the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the persons enumerated in Item 2 of this Schedule 13D, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.                                 Materials to be Filed as Exhibits.

Schedule A                                                          Additional Information Required by Item 2 of this Schedule 13D.

Schedule B                                                            Transactions of Common Stock of the Issuer by the Reporting Persons in the past 60 days.

Exhibit A                                                                       Joint Filing Agreement, dated March 6, 2007, by and among each of the Reporting Persons.

11

---

SIGNATURE

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

 

Dated:		March 6, 2007		SCSF Equities, LLC
				By:		/s/ MARC J. LEDER
				Name:		Marc J. Leder
				Its:		Co-CEO
				Sun Capital Securities Offshore Fund, Ltd.
				By:		/s/ MARC J. LEDER
				Name:		Marc J. Leder
				Its:		Director
				Sun Capital Securities Fund, LP
				By:		Sun Capital Securities Advisors, LP
				Its:		General Partner
				By:		Sun Capital Securities, LLC
				Its:		General Partner
				By:		/s/ MARC J. LEDER
				Name:		Marc J. Leder
				Its:		Co-CEO
				Sun Capital Securities Advisors, LP
				By:		Sun Capital Securities, LLC
				Its:		General Partner
				By:		/s/ MARC J. LEDER
				Name:		Marc J. Leder
				Its:		Co-CEO
				Sun Capital Securities, LLC
				By:		/s/ MARC J. LEDER
				Name:		Marc J. Leder
				Its:		Co-CEO
				/s/ MARC J. LEDER
				Marc J. Leder
				/s/ RODGER R. KROUSE
				Rodger R. Krouse

 

 

12

SCHEDULE A

SCSF EQUITIES, LLC

Set forth below is the name and business address of each manager of SCSF Equities.  Each such person is a citizen of the United States of America.

Name				Title				Address
Marc J. Leder				Co-CEO				5200 Town Center Circle, Suite 470 Boca Raton, Florida 33486
Rodger R. Krouse				Co-CEO				5200 Town Center Circle, Suite 470 Boca Raton, Florida 33486

 

SUN CAPITAL SECURITIES OFFSHORE FUND, LTD.

Set forth below is the name and business address of each manager of Sun Offshore Fund.  Each such person is a citizen of the United States of America.

Name				Title				Address
Marc J. Leder				Director				5200 Town Center Circle, Suite 470 Boca Raton, Florida 33486
Rodger R. Krouse				Director				5200 Town Center Circle, Suite 470 Boca Raton, Florida 33486

 

SUN CAPITAL SECURITIES, LLC

Set forth below is the name and business address of each manager of Sun Capital Securities.  Each such person is a citizen of the United States of America.

Name				Title				Address
Marc J. Leder				Co-CEO				5200 Town Center Circle, Suite 470 Boca Raton, Florida 33486
Rodger R. Krouse				Co-CEO				5200 Town Center Circle, Suite 470 Boca Raton, Florida 33486

 

---

SCHEDULE B

Transactions in the Common Stock of Issuer by Reporting Persons in the past 60 days

 

 

---

 

EXHIBIT A

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and all amendments thereto, and have duly executed this joint filing agreement as of the date set forth below.

Dated:		March 6, 2007		SCSF Equities, LLC
				By:		/s/ MARC J. LEDER
				Name:		Marc J. Leder
				Its:		Co-CEO
				Sun Capital Securities Offshore Fund, Ltd.
				By:		/s/ MARC J. LEDER
				Name:		Marc J. Leder
				Its:		Director
				Sun Capital Securities Fund, LP
				By:		Sun Capital Securities Advisors, LP
				Its:		General Partner
				By:		Sun Capital Securities, LLC
				Its:		General Partner
				By:		/s/ MARC J. LEDER
				Name:		Marc J. Leder
				Its:		Co-CEO
				Sun Capital Securities Advisors, LP
				By:		Sun Capital Securities, LLC
				Its:		General Partner
				By:		/s/ MARC J. LEDER
				Name:		Marc J. Leder
				Its:		Co-CEO
				Sun Capital Securities, LLC
				By:		/s/ MARC J. LEDER
				Name:		Marc J. Leder
				Its:		Co-CEO
				/s/ MARC J. LEDER
				Marc J. Leder
				/s/ RODGER R. KROUSE
				Rodger R. Krouse