As filed with the United States Securities and Exchange Commission on ~~November 17, 1997.~~ September 14, 2015

Registration No. ~~333-38711 ================================================================================~~ 333-

(Exact name of ~~Registrant~~registrant as specified in its charter) ~~---------- NEW JERSEY (State~~

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: From time to time on or ~~other jurisdiction~~after the effective date of incorporation or organization) ---------- 22-2465228 (I.R.S. Employer Identification No.) ---------- SYMS WAY SECAUCUS, NEW JERSEY 07094 (201) 902-9600 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ---------- SY SYMS SYMS WAY SECAUCUS, NEW JERSEY 07094 (201) 902-9600 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copy to: MATTHEW J. MALLOW, ESQ. STEPHEN H. COOPER, ESQ. SKADDEN, ARPS, SLATE, WEIL, GOTSHAL & MANGES LLP MEAGHER & FLOM LLP 767 FIFTH AVENUE 919 THIRD AVENUE NEW YORK, NEW YORK 10153 NEW YORK, NEW YORK 10022 (212) 310-8000 (212) 735-3000 ---------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration ~~Statement becomes effective.~~ Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ~~[ ]~~ ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, ~~as amended (the "Securities Act"),~~ other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ~~[ ]~~ x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, ~~please~~ check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~ ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~ ¨

If ~~delivery of~~this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the ~~prospectus is expected to be made~~Commission pursuant to Rule ~~434, please~~462(e) under the Securities Act, check the following box. ~~[ ] ----------~~ ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE ================================================================================ PROPOSED MAXIMUM AMOUNT OF TITLE OF AGGREGATE OFFERING REGISTRATION SECURITIES TO BE REGISTERED PRICE (1)(2) FEE - -------------------------------------------------------------------------------- Common Stock, $.05 par value ............... $51,439,500 $15,588 ================================================================================ (1) Estimated

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the ~~sole purpose~~Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of ~~computing~~the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration ~~fee. (2) Calculated~~statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

We are conducting a rights offering pursuant to ~~Rule 457(c) based~~which we are distributing to holders of our common stock, at no charge, non-transferable subscription rights to purchase shares of our common stock. You will receive 0.248362 subscription rights for each share of common stock held of record as of 5:00 p.m., New York time on , 2015. We are distributing subscription rights exercisable for up to 5,000,000 shares of our common stock.

The total number of subscription rights issued to each stockholder will be rounded down to the nearest whole number. Each whole subscription right will entitle you to purchase one share of our common stock at a subscription price equal to $6.00 per share, which we refer to as the basic subscription privilege. Stockholders as of the record date will also have oversubscription rights, other than the Standby Purchaser (as defined below), which has waived its oversubscription right, pursuant to which they may be able to purchase additional shares at the subscription price to the extent that not all subscription rights are exercised.

The subscription rights may be exercised at any time during the subscription period, which will commence on , 2015. The subscription rights will expire if they are not exercised by 5:00 p.m., New York time, on , 2015, unless we extend the rights offering period. We reserve the right to extend the rights offering period at our sole discretion, subject to the consent rights of the Standby Purchaser and Third Avenue (as defined below). You should carefully consider whether to exercise your subscription rights before the expiration of the rights offering period. All exercises of subscription rights are irrevocable. Our board of directors is making no recommendation regarding your exercise of the subscription rights. The subscription rights may not be sold, transferred or assigned to anyone else and will not be listed for trading on any stock exchange or market or on the ~~average~~OTC Markets.

We reserve the right to cancel the rights offering at any time for any reason. If we cancel this offering, all subscription payments received by the subscription agent will be returned, without interest or penalty, as soon as practicable.

The shares of common stock are being offered directly by us without the services of an underwriter or selling agent.

We have entered into an Investment Agreement with MFP Partners, L.P., which we refer to as the Standby Purchaser. Pursuant to the Investment Agreement, the Standby Purchaser has agreed to purchase from us, subject to the satisfaction or waiver of certain conditions, including the timely completion of the high and low prices of the Common Stock on the New York Stock Exchange on October 21, 1997. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ================================================================================ INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION, DATED NOVEMBER 17, 1997 PROSPECTUS 3,500,000 SHARES SYMS CORP COMMON STOCK All ofrights offering, the shares of ~~Common Stock~~common stock not subscribed for in the rights offering, up to a maximum of ~~Syms Corp (the "Company") offered hereby will be sold~~3,333,333 shares less the number of shares purchased by the ~~Sy Syms Foundation and Sy Syms. See "Principal and Selling Stockholders." The Company will not receive any proceeds from~~Standby Purchaser in the ~~sale of~~rights offering, at a price per share equal to the ~~Common Stock offered hereby. The Common Stock is listed on the New York Stock Exchange under the symbol "SYM." On October 23, 1997 the last sale~~subscription price of the ~~Common Stock as reported on~~ rights offering. Ifthe ~~New York Stock Exchange Composite Tape was $13.06. See "Price Range~~number of ~~Common Stock~~unsubscribed shares of common stock purchased by the Standby Purchaser pursuant to the Investment Agreement is less than 1,666,667 shares, or the Minimum Allocation, we will issue and Dividend Policy." ---------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ================================================================================ UNDERWRITING PROCEEDS TO PRICE TO DISCOUNTS AND SELLING PUBLIC COMMISSIONS(1) STOCKHOLDERS(2) - -------------------------------------------------------------------------------- Per Share ..................... $ $ $ Total(3) ...................... $ $ $ ================================================================================ (1)sell to the Standby Purchaser a number of shares of common stock equal to the excess of the Minimum Allocation over the number of shares purchased by the Standby Purchaser pursuant to the Investment Agreement, or the Additional Shares. The ~~Company~~unsubscribed shares sold to the Standby Purchaser and the ~~Selling Stockholders~~Additional Shares, if any, are being offered and sold to the Standby Purchaser in a private placement, referred to as the Standby Purchaser Private Placement. In addition to the investment pursuant to the Investment Agreement, as a stockholder as of the record date, the Standby Purchaser will have ~~agreed~~the right to ~~indemnify~~subscribe for and purchase shares of our common stock under its basic subscription privilege, but it has waived its right to exercise its oversubscription privilege. The purchase of any shares by the ~~several Underwriters against certain liabilities, including liabilities under~~Standby Purchaser would be effected in a transaction exempt from the registration requirements of the Securities Act of 1933, as ~~amended. See "Underwriting." (2) Before deducting estimated expenses~~amended, and, accordingly, would not be registered pursuant to the registration statement of ~~$__________ payable~~which this prospectus forms a part.The chairman of our board of directors, Alexander Matina, is a representative of the Standby Purchaser. Mr. Matina recused himself from the deliberations by the ~~Selling Stockholders.~~board of directors regarding the approval of the Investment Agreement.

We have also entered into an agreement with Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund, or Third Avenue, pursuant to which Third Avenue has agreed to exercise all of its rights under its basic subscription privilege in the rights offering, representing 836,841 shares. Third Avenue will also have the right to exercise its oversubscription privilege in its sole discretion.

In order to preserve our ability to utilize certain of our tax benefits, our certificate of incorporation contains restrictions on transfers to prohibit any person, entity or group from becoming a holder of 4.75% or more of our common stock, or a 4.75% holder, the increase in ownership of any existing stockholder who is a 4.75% holder, or transfers or sales by a 4.75% holder, in each case without the prior written consent of our board of directors. As a result, there are limitations on the exercise of subscription rights by stockholders as described in this prospectus. The ~~Company's expenses in connection with this offering are estimated at $__________. (3) Certain Selling Stockholders have granted~~extent of any such limitations, and therefore the total number of shares sold pursuant to the ~~Underwriters a 30-day option~~rights offering and the Standby Purchaser Private Placement and the resulting proceeds to ~~purchase up to 525,000 additional shares~~the Company, will not be determinable until the rights offering has expired.

Shares of ~~Common Stock solely to cover over-allotments, if any. If~~our common stock are quoted on the ~~option is exercised in full,~~OTCQB under the total Price to Public, Underwriting Discounts and Commissions and Proceeds to Selling Stockholders will be $__________, $__________ and $__________ , respectively. See "Underwriting." ----------symbol “TPHS.” On September 10, 2015, the last reported sale price for our common stock was $6.10 per share. The shares of ~~Common Stock are offered by~~common stock issued in the ~~several Underwriters, subject to prior sale, when, as and if delivered to and accepted by them, and subject to certain other conditions.~~ rights offering will also be quoted on the OTCQB under the same symbol.

The ~~Underwriters reserve the right to withdraw, cancel or modify the offer and to reject orders in whole or in part. It is expected that delivery~~exercise of your subscription rights for shares of our common stock involves risks. You should carefully consider all of the ~~shares will be made against payment thereof~~information set forth in this prospectus, including the risk factors beginning on or about __________________, 1997, at the offices of Bear, Stearns & Co. Inc., 245 Park Avenue, New York, New York. ---------- BEAR, STEARNS & CO. INC. SALOMON BROTHERS INC ---------- The datepage 18 of this ~~Prospectus is __________________, 1997~~ ~~[GRAPHICS PAGE] AN EDUCATED CONSUMER IS OUR BEST CUSTOMER(R) [SYMS LOGO]~~ CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK, INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS AND THE IMPOSITION OF PENALTY BIDS. SEE "UNDERWRITING." AVAILABLE INFORMATION The Company is subject toprospectus as well as the ~~reporting requirements of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith, files reports~~risk factors and other information ~~with~~in any documents we incorporate by reference into this prospectus before exercising your subscription rights. See “Incorporation by Reference.”

Neither the Securities and Exchange Commission ~~(the "Commission"). Such reports, proxy statements and other information filed by~~nor any state securities commission has approved or disapproved of these securities or passed upon the ~~Company can be inspected and copied at the public reference facilities maintained by the Commission at the offices~~adequacy or accuracy of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade Center, New York, New York 10048. Copies of such materials can also be obtained by written requestthis prospectus. Any representation to the ~~Public Reference Section~~contrary is a criminal offense.

You should rely only on the ~~Commission at Judiciary Plaza, 450 Fifth Street, N.W.~~information contained or incorporated by reference in this prospectus or in any prospectus supplement we may authorize to be delivered to you, including any free writing prospectus that we use in connection with this offering. We have not, and neither our subscription agent, American Stock Transfer & Trust Company LLC, nor our information agent, D.F. King & Co., ~~Washington, D.C. 20549, at prescribed rates, and can be inspected at the offices~~Inc., has authorized anyone to provide you with additional or different information from that contained or incorporated by reference in this prospectus. We are not making an offer of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. The Company has filed a Registration Statement under the Securities Act with the Commission with respect to the Common Stock offered hereby. This Prospectus, which constitutes part of the Registration Statement, omits certain ofsecurities in any state or other jurisdiction where it is not permitted. You should not assume that the information contained in ~~the Registration Statement and the exhibits thereto on file with the Commission pursuant~~this prospectus is accurate as of any date subsequent to the ~~Securities Act and~~date set forth on the ~~rules and regulations~~front cover of ~~the Commission. Statements contained in~~ this ~~Prospectus such as the contents of~~document or that any contract or other document referred to are not necessarily complete and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference. A copy of the Registration Statement, including the exhibits thereto, may be inspected without charge at the Commission's principal office at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and copies of all or any part thereof may be obtained from the Commission upon the payment of certain fees prescribed by the Commission. The Commission also maintains a World Wide Web site that contains reports, proxy and information statements and other information regarding registrants, such as the Company, that file electronically with the Commission. The address of the site is http://www.sec.gov. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents are herebywe have incorporated herein by ~~reference: 1. The Company's Annual Report~~reference is correct on Form 10-K for the fiscal year ended March 1, 1997. 2. The Company's Quarterly Reports on Form 10-Q for the quarterly periods ended May 31, 1997 and August 30, 1997. All reports and other documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Actany date subsequent to the date of ~~this Prospectus and prior to~~ the ~~termination of this offering shall be deemed to be~~prospectus incorporated by reference, ~~herein and~~regardless of the time of delivery of this prospectus or any exercise of rights. Further, you should not consider any information in this prospectus to be ~~a part hereof from~~investment, legal or tax advice. We encourage you to consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding an investment in our securities. For further information, please see the ~~date of filing of such reports and documents. Any statement incorporated herein shall be deemed to be modified or superseded for purposes~~section of this ~~Prospectus to the extent that a statement contained herein~~prospectus entitled “Where You Can Find More Information.”

This prospectus, including information included or ~~in any other subsequently filed document which also is or is deemed to be~~ incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company hereby undertakes to provide without charge to each person, including any beneficial owner, to whom a copy of this Prospectus has been delivered, upon written or oral request of such person, a copy of any or all of the foregoing documents incorporated herein by reference (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents). Requests for such documents should be submitted to the Chief Financial Officer of the Company, at the Company's principal executive offices, which are located at Syms Way, Secaucus, New Jersey 07094 (telephone: (201) 902-9600). 3 PROSPECTUS SUMMARY THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION AND THE FINANCIAL STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE IN THIS PROSPECTUS. UNLESS THE CONTEXT OTHERWISE REQUIRES, THE "COMPANY" AND "SYMS" REFER TO SYMS CORP AND ITS SUBSIDIARIES. REFERENCES HEREIN TO "COMMON STOCK" ARE TO THE COMMON STOCK, $.05 PAR VALUE, OF THE COMPANY. THE COMPANY Syms operates a chain of forty "off-price" retail apparel stores located throughout the Northeastern and middle Atlantic regions and in the Midwest, Southeast and Southwest. The Company's stores feature a wide selection of first quality, in-season merchandise, bearing nationally-recognized designer or brand name labels, all of which is offered at prices substantially below those generally found in department and specialty stores. The Company's merchandise consists principally of men's tailored clothing and haberdashery and women's dresses, suits, separates and accessories. For the fiscal year ended March 1, 1997, the Company had net income of approximately $19.1 million on net sales of approximately $346.8 million, of which over 99% was generated by the sale of designer and brand name merchandise. Syms merchandising is predominantly directed toward middle- and upper-income, fashion-minded and price conscious shoppers and is symbolized by its widely-recognized slogan: "An Educated Consumer is Our Best Customer." The Company's stores have a "no frills" atmosphere in order to emphasize Syms focus on everyday low prices and exceptional value, although the Company's merchandising approach is to be the off-price equivalent of an upscale specialty store. For example, the Company is unique among off-price retailers in offering its customers a relatively high degree of service, including sales associates (called "Educators") to assist with merchandise selection and sizing and the convenience of in-store alterations. The Company is able to consistently offer merchandise at prices substantially below those found at traditional department and specialty stores as a result of its substantial purchasing volume and opportunistic and disciplined buying practices. The Company always seeks the lowest possible price from its vendors, rather than the special allowances, return privileges and delayed delivery terms sought by most traditional retailers. Syms ability to purchase at discounted prices is aided, in many cases, by the Company's longstanding relationships with its vendors, many of whom have come to view the Company as an effective and dependable channel for reducing their excess inventories without compromising brand image. Syms continues to expand the breadth of its merchandise selection and the number of designer labels and brand names (currently more than 200) carried in its stores. Men's and women's apparel accounted for 54% and 31%, respectively, of the Company's net sales in fiscal 1997. The Company makes a special effort to consistently carry a wide range of sizes in menswear and women's apparel, with no pricing differential for special sizes. The Company's stores also carry children's apparel, accessories (such as hosiery, underwear and sleepwear), men's, women's and children's shoes, and luggage and smaller leather goods. The Company believes it offers a wider range and quantity of merchandise in more styles and sizes than any other off-price retailer. In 1959, Syms opened its first store, containing 1,600 square feet, in downtown New York City. Today, the Company's forty stores average 38,400 square feet of selling space and are found in 28 cities in 16 states, representing 22 radio and television advertising markets. The Company has recently embarked on a five-year, 19 store expansion program intended to increase its penetration of various markets in which it currently has a retailing presence and to enter new markets in Los Angeles, San Francisco, Seattle and Toronto that it does not currently serve. It is the Company's goal to have at least two stores in each market that it currently serves with a population greater than two million. Accordingly, the Company plans to open a second store in suburban Atlanta in November 1997 and a second store in suburban Detroit in June 1998. Additional suburban stores are planned for Baltimore, Houston, Miami and New York. The Company also plans to open center-city stores in Boston, Chicago and Washington, D.C., where it currently has only a suburban presence. 4 THE OFFERING Common Stock to be offered ................ 3,500,000 shares, all of which will be sold by the Sy Syms Foundation and Sy Syms. Common Stock to be outstanding after the offering ................................ 17,807,890 shares, of which 8,760,136 shares will be held by the public and 9,044,054 shares will be held by Sy Syms and members of the Syms family. (See "Principal and Selling Stockholders.")(1) New York Stock Exchange symbol ............ SYM - ---------- (1) Assumes that the over-allotment option granted to the Underwriters is not exercised. 5 SUMMARY FINANCIAL DATA In 1995, the Company changed its fiscal year end to the Saturday nearest to the end of February. Prior thereto, the Company's financial statements were prepared on the basis of a 52-week or 53-week fiscal year ending on the Saturday closest to the end of December. The following summary income statement and balance sheet data, other than the data for the interim periods ended August 31, 1996 and August 30, 1997, are derived from the Company's audited financial statements. All of the financial data presented below should be read in conjunction with the consolidated financial statements and related notes, and "Management's Discussion and Analysis of Financial Condition and Results of Operations," appearing elsewhere in this ~~Prospectus.~~

~~- ---------- (1) Fiscal year 1996 was comprised of fifty-three weeks. (2) Excludes current maturities. 6~~ ~~FORWARD-LOOKING STATEMENTS This Prospectus includes "forward-looking statements"~~prospectus or any supplement to this prospectus, may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act and Section 21E of the Securities Exchange ~~Act. All statements herein other than statements~~Act of ~~historical fact, including, without limitation,~~1934, as amended, or the ~~statements under "Prospectus Summary--The~~Exchange Act, and information relating to the Company~~" "Management's Discussion~~ that are based on the beliefs of management of the Company as well as assumptions made by and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources" and "Business--Expansion Program" regarding the Company's expansion plans, liquidity and capital requirements, are forward-looking statements. Although management believes that the expectations reflected in suchinformation currently available to management. These forward-looking statements include, but are ~~reasonable, it~~not limited to, statements about our plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “may,” “will,” “expects,” believes,” “plans,” “estimates,” “potential,” or “continue,” or the negative thereof or other and similar expressions. In addition, in some cases, you can ~~give no assurance that those expectations will prove~~identify forward-looking statements by words or phrases such as “trend,” “potential,” “opportunity,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions. Such statements reflect the current views of the Company with respect to ~~have been correct. Important factors~~future events, the outcome of which is subject to certain risks, including among others:

In evaluating such statements, you should specifically consider the risks identified under the section entitled “Risk Factors” in this prospectus and in any prospectus supplement, any of which could cause actual results to differ materially from ~~management's expectations ("Cautionary Statements") are disclosed in this Prospectus, including, without limitation, under "Investment Considerations" below. All~~the anticipated results. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those contemplated by any forward looking statements. Subsequent written and oral forward-looking statements ~~by or~~ attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements in this paragraph and elsewhere described in this prospectus and other reports filed with the Securities and Exchange Commission, or the SEC. All forward-looking statements speak only as of the date of this prospectus or, in the case of any documents incorporated by reference in this prospectus, the date of such document, in each case based on information available to us as of such date, and we assume no obligation to update any forward-looking statements, except as required by law.

We are distributing at no charge to holders of our common stock non-transferable subscription rights to purchase shares of our common stock. You will receive 0.248362 subscription rights for each share of common stock you owned as of 5:00 p.m., New York time on , 2015, the record date. The subscription rights will be evidenced by subscription rights certificates.

The total number of subscription rights issued to each stockholder will be rounded down to the nearest whole number. Each whole subscription right will entitle you to purchase one share of our common stock at a subscription price equal to $6.00 per share. Because the total number of subscription rights issued to each stockholder will be rounded down to the nearest whole number, we may not issue the full number of shares authorized for issuance in connection with this rights offering. Any excess subscription payments received by the subscription agent will be returned, without interest or penalty, as soon as practicable.

For each whole right that you own, you will have a subscription privilege to buy from us one share of our common stock at the subscription price. You may exercise your subscription privilege for some or all of your subscription rights, or you may choose not to exercise any subscription rights.

For example, if you owned 10,000 shares of our common stock as of 5:00 p.m., New York time, on the record date, you would receive subscription rights representing the right to purchase 2,483.62 shares of common stock (rounded down to 2,483 shares) for $6.00 per share.

If all of our stockholders do not exercise all of the subscription rights issued to them in this rights offering, then each holder who has exercised subscription rights in full will have the opportunity to purchase additional shares of our common stock at the subscription price of $6.00 per share under the oversubscription right, other than the Standby Purchaser, which has waived its oversubscription right. By extending oversubscription rights to our stockholders, we are providing those ~~Cautionary Statements. INVESTMENT CONSIDERATIONS~~ holders who have exercised all of their subscription rights with an opportunity to purchase shares that are not purchased by other stockholders in this rights offering.

If sufficient shares of common stock are available, we will seek to honor your oversubscription request in full, subject to right of the board of directors to reduce the number of shares that would be otherwise issuable under validly exercised rights pursuant to the oversubscription privilege, if the board of directors determines such reduction is advisable to protect the Company’s ability to utilize its NOLs; as discussed in more detail in “The Rights Offering—Limitations on the Purchase of Shares of Common Stock” and “Description of Capital Stock - Restrictions on Transfers Related to Preservation of Certain Tax Benefits Associated with NOLs.”

If, however, there are not enough shares available to fully satisfy all oversubscription right requests, we will allocate the available shares of common stock pro rata among those stockholders exercising their oversubscription privilege in proportion to the product (rounded to the nearest whole number so that the subscription price multiplied by the aggregate number of shares does not exceed the aggregate offering amount) obtained by multiplying the number of shares such stockholder subscribed for under the oversubscription privilege by a fraction the numerator of which is the number of unsubscribed shares and the denominator of which is the total number of shares sought to be subscribed for under the oversubscription privilege by all holders participating in such oversubscription. The subscription agent will return any excess payments by mail without interest or deduction as soon as reasonably practical after the expiration date.

We are conducting the rights offering in order to raise additional capital and to improve and strengthen our financial position. We intend to use the net proceeds from the rights offering for the redevelopment, predevelopment and repositioning and development of existing properties, for investments in new opportunities, to make payments contemplated by the Plan and for general corporate purposes.

In ~~evaluating~~authorizing the ~~proposed~~rights offering, our board of directors considered and evaluated a number of factors, including:

Our board of directors considered a number of factors in determining the price for the rights offering, including:

The chairman of our board of directors, Alexander Matina, is also a representative of the Standby Purchaser. Mr. Matina recused himself from the determination by the board of the subscription price.

In connection with the rights offering, we have entered into an Investment Agreement with MFP Partners, L.P., which we refer to as the Standby Purchaser. Pursuant to the Investment Agreement, the Standby Purchaser has agreed to purchase from us, subject to the satisfaction or waiver of certain conditions, including the timely completion of the rights offering, the shares of common stock not subscribed for in the rights offering, up to a maximum of 3,333,333 shares less the number of shares purchased by the Standby Purchaser in the rights offering, at a price per share equal to the subscription price of the rights offering. Ifthe number of unsubscribed shares of common stock purchased by the Standby Purchaser pursuant to the Investment Agreement is less than 1,666,667 shares, or the Minimum Allocation, we will issue and sell to the Standby Purchaser a number of shares of common stock equal to the excess of the Minimum Allocation over the number of shares purchased by the Standby Purchaser pursuant to the Investment Agreement, or the Additional Shares. The unsubscribed shares sold to the Standby Purchaser and the Additional Shares, if any, are being offered and sold to the Standby Purchaser in a private placement.

In addition to the investment pursuant to the Investment Agreement, as a stockholder as of the record date, the Standby Purchaser will have the right to subscribe for and purchase shares of our common stock under its basic subscription privilege, but it has waived the right to exercise its oversubscription privilege.The chairman of our board of directors, Alexander Matina, is a representative of the Standby Purchaser. Mr. Matina recused himself from the deliberations by the board of directors regarding the approval of the Investment Agreement. See “Investment Agreement” for more information regarding the terms of the Investment Agreement and the role of the Standby Purchaser.

Will the Standby Purchaser receive a fee for providing the Standby Purchaser Commitment?

No. You may exercise any number of your subscription rights, or you may choose not to exercise any subscription rights. However, if you choose not to fully exercise your subscription privilege and other stockholders fully exercise their subscription privilege and/or the Standby Purchaser acquires shares of common stock pursuant to the Investment Agreement, the percentage of our common stock owned by other stockholders will increase, the relative percentage of our common stock that you own will decrease, and your voting and other rights will be diluted.

Has our board of directors made a recommendation to our stockholders regarding the rights offering?

Our board of directors is making no recommendations regarding your exercise of the subscription rights. Stockholders who exercise subscription rights risk investment loss on new money invested. We cannot assure you that the trading price for our common stock will be above the subscription price at the time of exercise or at the expiration of the rights offering period or that anyone purchasing shares at the subscription price will be able to sell those shares in the future at the same price or a higher price. You are urged to make your own decision whether or not to exercise your subscription rights based on your own assessment of our business and the rights offering. See “Risk Factors” in this prospectus and in the documents incorporated by reference into this prospectus.

Will our directors, executive officers or significant stockholders participate in the rights offering?

Our directors and executive officers who own shares of common stock, as well as other significant stockholders, are permitted, but not required, to participate in the rights offering on the same terms and conditions applicable to all stockholders. Certain of our directors, executive officers and significant stockholders have indicated their current intention to participate in the rights offering. However, only the Standby Purchaser and Third Avenue have committed to purchase shares, pursuant to the terms of their respective agreements with the Company, and each director, executive officer and other significant stockholder reserves the right, in his, her or its sole discretion, to participate or not to participate in the rights offering, and if they do participate, they may do so at any level. The chairman of the board of directors of the Company, Alexander Matina, is also a representative of the Standby Purchaser.

The subscription rights may be exercised at any time during the subscription period, which commences on , 2015, through the expiration date for the rights offering, which is 5:00 p.m., New York time, on , 2015. If you elect to exercise any subscription rights, the subscription agent must actually receive all required documents and payments from you at or prior to the expiration date. Although we have the option of extending the expiration date of the subscription period at our sole discretion (subject to the consent rights of the Standby Purchaser and Third Avenue), we currently do not intend to do so.

No, the rights are exercisable only by stockholders of record on the record date, and you may not sell, transfer or assign your subscription rights to anyone else.

Are there any limits on the number of shares of common stock I may own as a result of the exercise of subscription rights under the rights offering?

Yes. Subject to your ability to exercise the oversubscription privilege, you may only purchase the number of whole shares of common stock purchasable upon exercise of the basic subscription privilege included in the subscription rights distributed to you in the rights offering. Accordingly, the number of shares of common stock that you may purchase in the rights offering is limited by the number of our shares of common stock you held on the record date. Although stockholders that fully and properly exercise their basic subscription privilege have the right to exercise the oversubscription privilege, there can be no assurances of the number of shares that a holder will be able to acquire through the exercise of the oversubscription privilege. We reserve the right to reject any or all subscriptions not properly submitted or the acceptance of which would, in the opinion of our counsel, be unlawful.

In addition, in order to help preserve our ability to utilize certain tax benefits primarily associated with the Company’s NOLs, our certificate of incorporation generally prohibits transfers or sales of stock that would result in a person or group of persons becoming a 4.75% holder, or that would result in the increase or decrease by a person or group of persons that is an existing 4.75% holder of its percentage ownership interest in the Company, unless the transferor or the transferee obtains the prior written approval of the board of directors. As a result, there are limitations on the exercise of basic subscription rights and oversubscription rights by stockholders to the extent such exercise would otherwise be prohibited by these provisions in our certificate of incorporation.

The board of directors intends to waive the applicability of the foregoing provisions of the Company’s certificate of incorporation in connection with the exercise by any holder of its basic and, if applicable, oversubscription rights, to the extent that the exercise of such rights is not expected to have a material impact on the Company’s ability to utilize its NOLs. Such determination will be made by the board of directors, in its discretion, as promptly as practicable following the expiration of the rights offering and the Company’s receipt of all requested information related to the exercise by each holder of its basic and, if applicable, oversubscription privilege, and the effect of such exercise on the Company’s ability to utilize its NOLs, and may result in some or all of a holder’s subscription being reduced or rejected. If some or all of a holder’s subscription is reduced or rejected, then the applicable subscription payment will be returned to the holder as promptly as practicable.

In addition, although the Company currently believes this is unlikely to occur, the board of directors reserves the right to reduce the size of the rights offering and/or the number of shares issuable pursuant to the Investment Agreement with the Standby Purchaser, subject to the terms and conditions of the Investment Agreement, if the board of directors determines such reduction is advisable to protect the Company’s ability to utilize its NOLs.

See “The Rights Offering—Limitations on the Purchase of Shares of Common Stock” and “Description of Capital Stock - Restrictions on Transfers Related to Preservation of Certain Tax Benefits Associated with NOLs” for a further discussion regarding the provisions of the Company’s certificate of incorporation relating to certain prohibitions on transfers or sales of stock by certain of our substantial stockholders.

Yes. The completion of the rights offering is subject to the conditions described under “The Rights Offering—Amendment, Withdrawal and Termination.”

Yes. We reserve the right to cancel the rights offering at any time for any reason. If the rights offering is cancelled, all subscription payments received by the subscription agent will be returned, without interest or penalty, as soon as practicable to those persons who subscribed for shares in the rights offering.

How do I exercise my subscription rights if I am a record holder of shares of common stock?

If you wish to participate in the rights offering, you must properly complete the enclosed subscription rights certificate and deliver it, along with the full subscription price, to the subscription agent before 5:00 p.m., New York time, on , 2015. If you use the mail, we recommend that you use insured, registered mail, return receipt requested.

If you send a payment that is insufficient to purchase the number of shares you requested, or if the number of shares you requested is not specified in the forms, the payment received will be applied to exercise your subscription rights to the fullest extent possible based on the amount of the payment received. If the payment exceeds the subscription price for the full exercise of your subscription rights, then the excess will be returned to you as soon as practicable. You will not receive interest on any payments refunded to you under the rights offering.

What should I do if I want to participate in the rights offering, but my shares are held in the name of my broker, dealer, custodian bank or other nominee?

If you hold your shares of common stock in "street name" through a broker, dealer, custodian bank or other nominee, you will not receive an actual subscription rights certificate. Instead, as described in this prospectus, you must instruct your broker, dealer, custodian bank or other nominee whether or not to exercise rights on your behalf. We will ask your broker, dealer, custodian bank or other nominee to notify you of the rights offering.

If you wish to participate in the rights offering, you should complete and return to your nominee the form entitled “Beneficial Owner Election Form.” You should receive this form from your nominee with the other rights offering materials. If your shares are held in the name of a broker, dealer or other nominee, then you should send your subscription payment to that nominee as well pursuant to their instructions. You must act timely to ensure that your broker, dealer, custodian bank or other nominee acts for you and that all required forms and payments are actually received by the subscription agent prior to the expiration of the rights offering period.

If the rights offering is not completed, will my subscription payment be refunded to me?

Yes. The subscription agent will hold all funds it receives in a segregated bank account until completion of the rights offering. If the rights offering is not completed, the subscription agent will return, without interest or penalty, as soon as practicable, all subscription payments. If you own shares in “street name,” it may take longer for you to receive payment because the payments will be returned through your nominee.

Yes. You must timely pay the full subscription price for the full number of shares of common stock you wish to acquire under the subscription privilege by wire, bank draft drawn on a U.S. bank, U.S. postal money order or personal check that clears before the expiration date of the rights offering.

Will the shares of common stock I acquire in the rights offering be subject to any stockholder agreement restricting my ability to sell or transfer my new shares of common stock?

No. You will not be subject to any stockholder agreement that restricts your ability to sell or transfer any new shares of common stock acquired by you in the rights offering. However, under federal securities laws, affiliates of the Company will be subject to restrictions on their ability to transfer shares of the Company by virtue of their status as “affiliates” of the Company. An “affiliate” is generally defined as a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Company,

In addition, as discussed above, in order to protect the Company’s ability to utilize its NOLs, the Company’s certificate of incorporation generally prohibits transfers or sales of stock that would result in a person or group of persons becoming a 4.75% holder, or that would result in the increase or decrease by a person or group of persons that is an existing 4.75% holder of its percentage ownership interest. See “The Rights Offering—Limitations on the Purchase of Shares of Common Stock” for a further discussion regarding the limitations in the Company’s certificate of incorporation.

No. All exercises of subscription rights are irrevocable by the stockholders, even if you later learn information about us that you consider unfavorable. You should not exercise your subscription rights unless you are certain that you wish to purchase the shares of common stock offered pursuant to this rights offering. However, we may cancel, extend or otherwise amend the rights offering at any time prior to the expiration date.

Yes. The exercise of your subscription rights involves risks. Exercising your subscription rights involves the purchase of ~~Common Stock, investors~~additional shares of our common stock and should be considered as carefully as you would consider other equity investments. Among other things, you should carefully consider the risks described under the heading “Risk Factors” in this prospectus and the documents incorporated by reference into this prospectus.

We are not charging any fees or sales commissions to issue subscription rights to you or to issue shares to you if you exercise your subscription rights. If you exercise your subscription rights through a broker or other record holder of your shares, you are responsible for paying any fees that person may charge.

How do I exercise my subscription rights if I am a record holder of shares of common stock and I live outside of the United States or have an army post office or foreign post office address?

The subscription agent will hold subscription rights certificates for stockholders having addresses outside the United States or who have an army post office or foreign post office address. In order to exercise subscription rights, our foreign stockholders and stockholders with an army post office or foreign post office address must notify the subscription agent and timely follow other procedures described in the section of this prospectus entitled “The Rights Offering—Foreign and Other Stockholders.”

All shares that you purchase in the rights offering will be issued in book-entry, or uncertificated, form. When issued, the shares will be registered in the name of the subscription rights holder of record. As soon as practicable after the expiration of the rights offering, the subscription agent will arrange for the issuance of the shares of common stock purchased pursuant to the subscription privilege. Subject to state securities laws and regulations, we have the discretion to delay distribution of any shares you may have elected to purchase by exercise of your subscription rights in order to comply with state securities laws.

What are the material U.S. federal income tax consequences of exercising my subscription rights?

The receipt and exercise of your subscription rights generally should not be taxable under U.S. federal income tax laws. You should, however, seek specific tax advice from your own tax advisor in light of your own tax situation, including as to the applicability and effect of any other tax laws. See “Certain Material U.S. Federal Income Tax Consequences.”

You are not required to exercise your subscription rights or otherwise take any action in response to this rights offering. If you do not exercise your subscription privilege and the rights offering is completed, the number of shares of our common stock you own will not change but, due to the fact that shares will be purchased by other stockholders in the rights offering and by the Standby Purchaser, your percentage ownership of our total outstanding common stock will decrease.

How many shares of common stock will be outstanding after the rights offering and the Standby Purchaser Private Placement?

As of September 10, 2015, there were 20,131,928 shares of our common stock issued and outstanding (excluding 4,596,543 shares held in treasury). We will issue up to a maximum of 6,666,667 shares of common stock in the rights offering and pursuant to the Investment Agreement, depending on the number of subscription rights that are exercised and the number of shares purchased by the Standby Purchaser pursuant to the Investment Agreement. Based on the number of shares issued and outstanding as of September 10, 2015, if we issue all 5,000,000 shares of common stock available in this rights offering and as a result issue 1,666,667 Additional Shares to the Standby Purchaser pursuant to the Investment Agreement, we would have 26,798,595 shares of common stock issued and outstanding following the completion of the rights offering, excluding shares held in treasury. The actual number of shares of common stock that will be outstanding following the rights offering will depend on the extent to which the rights offering is subscribed by existing stockholders and the extent to which the board of directors waives the protective provisions of the Company’s certificate of incorporation described above with respect to certain significant stockholders that exercise their subscription rights.

If we issue all 5,000,000 shares of common stock available in this rights offering and we therefore issue the full Minimum Allocation of 1,666,667 Additional Shares to the Standby Purchaser pursuant to the Investment Agreement, the net proceeds to us, after deducting estimated offering expenses, will be approximately $39,575,000. However, depending on the extent to which the rights offering is actually subscribed, the extent to which the board of directors waives the protective provisions of the Company’s certificate of incorporation with respect to certain significant stockholders and the number of shares actually issued pursuant to the Standby Purchaser Private Placement, net proceeds may be less than this amount. We estimate that the expenses of the rights offering will be approximately $425,000. We intend to use the net proceeds in connection with the redevelopment, predevelopment and repositioning and development of existing properties, investments in new opportunities, to make payments contemplated by the Plan and general corporate purposes. See “Use of Proceeds.”

If you have more questions about the rights offering or need additional copies of the rights offering documents, please contact the information agent, D.F. King & Co., Inc., at (866) 796-7180.

This summary highlights the information contained elsewhere in or incorporated by reference into this prospectus. This summary does not contain all of the information that you should consider before deciding whether to exercise your subscription rights. You should carefully read this entire prospectus, including the information under the heading “Risk Factors,” and the documents incorporated by reference into this prospectus, which are described under the heading “Incorporation by Reference.” In this prospectus, all references to the “Company,” “Trinity,” “we,” “us” and “our” refer to Trinity Place Holdings Inc., a Delaware corporation, and its subsidiaries and predecessors, unless the context otherwise requires or where otherwise indicated.

Trinity Place Holdings Inc. is a real estate holding, investment and asset management company. Our business is primarily to own, invest in, ~~this Prospectus~~manage, develop and/or redevelop real estate assets and/or real estate related securities. Currently, our principal asset is a property located at 28-42 Trinity Place in Lower Manhattan, referred to as the Trinity Place Property. We also own a shopping center located in West Palm Beach, Florida and retail boxes in ~~particular,~~Westbury, New York and Paramus, New Jersey and we control a variety of intellectual property assets focused on the ~~following factors: CHANGING NATURE OF THE APPAREL RETAILING INDUSTRY~~ consumer sector.

The ~~apparel retailing industry has undergone substantial contraction in recent years, with~~predecessor to Trinity is Syms Corp., or Syms. Syms and its subsidiaries, or the ~~closing~~Debtors, filed voluntary petitions for relief under Chapter 11 of more than thirty major retail chains and significant consolidation among remaining retailers. According to Dun & Bradstreet's Business Failure Record, over 9,500 retail apparel and accessories stores closedTitle 11 of the United States Bankruptcy Code, or ~~failed~~Chapter 11 in the United States ~~between 1991~~Bankruptcy Court for the District of Delaware, or the Bankruptcy Court, on November 2, 2011. On August 30, 2012, the Court entered an order confirming the Plan. On September 14, 2012, the Plan became effective and ~~1995. This period was characterized~~the Debtors consummated their reorganization under Chapter 11 through a series of transactions contemplated by ~~intensified competition, reduced consumer spending~~the Plan and ~~price deflation, all~~emerged from bankruptcy. As part of ~~which resulted in severe pressure on retailers' operating margins, including~~ those transactions, reorganized Syms merged with and into Trinity, with Trinity as the surviving corporation and successor issuer pursuant to Rule 12g-3 under the Exchange Act.

Since the effective date of the ~~Company. Although~~Plan, Trinity’s business plan has been focused on the monetization of its commercial real estate properties, including the development or sale of the Trinity Place Property, a vacant building in downtown Manhattan, and related development rights, and the payment of approved claims, all in accordance with the Plan and as described in greater detail below.

Throughout this period, the Company undertook a review of various strategic, developmental and other value-enhancing alternatives for certain of its commercial real estate properties, including the Trinity Place Property, and retained advisors, including architects, construction experts and attorneys to assist it in its evaluation and review of cost estimates and monetization strategies. The Company has also explored and continues to explore monetizing its intellectual property assets, including its rights to the Filene’s Basement® trademark and the Stanley Blacker® brand, and the intellectual property associated with the Running of the Brides® event and An Educated Consumer is Our Best Customer® slogan.

Following a General Unsecured Claim Satisfaction and the final payment to the former Majority Shareholder, as defined under the Plan, the Company will have satisfied its remaining obligations under the Plan and will no longer operate under the terms and restrictions of the Plan.

As of July 9, 2015, the Company believes that the remaining estimated aggregate allowed amount and cash distributions of creditor claims ($0.2 million), excluding claims covered by insurance, together with the net amount due to the former Majority Shareholder ($7.1 million) and the multiemployer pension plan ($3.8 million payable through 2019) under the Plan is approximately $11.1 million.

Trinity Place Holdings Inc. was incorporated in Delaware immediately prior to the effective date of the Plan. Our principal executive offices are located at 717 Fifth Avenue, Suite 1303, New York, New York 10022. The Company’s telephone number at such address is (212) 235-2190. Our corporate website address iswww.trinityplaceholdings.com. Our current and future annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other filings with the SEC are available, free of charge, through our website as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. Our SEC filings can be accessed through the “Financials” tab on our website. The information contained on, or accessible through, our website is not intended to be part of this prospectus or any report we file with, or furnish to, the SEC and incorporated by reference herein. Our common stock is quoted on the OTCQB under the symbol “TPHS.”

The following summary describes the principal terms of the rights offering, but is not intended to be complete. See “The Rights Offering” for a more detailed description of the terms and conditions of the rights offering.

An investment in our common stock involves a high degree of risk. You should carefully read and consider the risks described below, together with the other information contained in or incorporated by reference into this prospectus, including under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended February 28, 2015, or 2014 Annual Report, before making a decision to invest in our common stock. The risks described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. If any of the following risks actually occurs, our business, results of operations and financial condition could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

The price of our common stock is volatile and may decline before or after the subscription rights expire.

The market price of our common stock is subject to wide fluctuations in response to numerous factors, including factors that have ~~improved~~little or nothing to do with us or our performance, and these fluctuations could materially reduce our stock price. These factors include, among other things, the fact that our stock is thinly traded, and as a result trades of small numbers of our shares can have a significant impact on the trading price of our stock, business conditions in our markets and the general state of the securities markets and the market for other real estate stocks, changes in capital markets that affect the perceived availability of capital to companies in our industry, governmental legislation or regulation, and general economic and market conditions, such as recessions and downturns in the United States or global economy. In addition, the stock market historically has experienced significant price and volume fluctuations, as happened in late August 2015 and at various other times in recent years. These fluctuations are often unrelated to the operating performance of particular companies. These broad market fluctuations may cause declines in the market price of our common stock, which may make it difficult for you to resell shares of our common stock owned by you at times or at prices that you find attractive.

If you do not fully exercise your subscription privilege, your interest in us may be significantly diluted, and to the extent the subscription price is less than the fair value of our common stock, you would experience an immediate dilution of the aggregate fair value of your shares, which could be substantial.

Up to a maximum of 5,000,000 shares are issuable in the rights offering. Accordingly, if you do not exercise your subscription privilege in full, your interest in us will be significantly diluted. In addition, pursuant to the Investment Agreement, the Company is required to issue to the Standby Purchaser a minimum of 1,666,667 shares of common stock in the Standby Purchaser Private Placement, excluding any shares the Standby Purchaser would be able to acquire upon the exercise of its subscription privilege. As a result, if more than 3,333,333 shares are issued to stockholders upon the exercise of their subscription privilege, the Company will issue Additional Shares to the Standby Purchaser, up to a maximum of 1,666,667 shares if all stockholders fully exercise their subscription privileges for the full 5,000,000 shares offered in the rights offering. To the extent the Company issues Additional Shares to the Standby Purchaser, even if you exercise your subscription privilege in full, you will experience dilution as a result of the issuance of such Additional Shares. In addition, if the subscription price is less than the fair value of our common stock, you would experience immediate dilution of the value of your shares relative to what your value would have been had our common stock been issued at fair value. This dilution could be substantial.

The subscription price determined for the rights offering is not an indication of the fair value of our common stock.

Our board of directors considered a number of factors in determining the price for the rights offering, including:

Because we do not generate significant revenues, have negative income, our value is based principally on assets that are hard to value, and we are aware of no comparable publicly traded “peer” companies, comparisons to companies on such traditional metrics as discounted cash flow, multiples of EBITDA and/or publicly traded comparable companies or similar calculations are not as relevant for us as for some companies. The subscription price is not necessarily related to our book value, results of operations, cash flows, financial condition or net worth or any other established criteria of value and may or may not be considered the fair value of our common stock at the time the rights offering was approved by our board of directors or during the ~~past two years, during which the Company's net income improved following three years of decline, there can be no assurance~~rights offering period. We cannot assure you that the ~~Company~~trading price of our common stock will not decline during or after the rights offering. We also cannot assure you that you will be able to ~~sustain~~sell shares purchased in this rights offering at a price equal to or greater than the ~~levels~~subscription price. We do not intend to change the subscription price in response to changes in the trading price of our common stock prior to the closing of the rights offering.

The chairman of our board of directors, Alexander Matina, is also a representative of the Standby Purchaser. Mr. Matina recused himself from the determination by the board of the subscription price.

Our board of directors is not making any recommendations regarding your exercise of the subscription rights and we did not receive a fairness opinion from a financial advisor in determining the subscription price or the terms of the offering.

Our board of directors is not making any recommendations regarding your exercise of the subscription rights. In addition, we did not receive a fairness opinion from a financial advisor in determining the subscription price or the terms of the offering. Stockholders who exercise subscription rights risk investment loss on new money invested. We cannot assure you that the trading price for our common stock will be above the subscription price at the time of exercise or at the expiration of the rights offering period or that anyone purchasing shares at the subscription price will be able to sell those shares in the future at the same price or a higher price. You are urged to make your own decision whether or not to exercise your subscription rights based on your own assessment of our business and the rights offering.

The announcement of the rights offering and its terms, including the subscription price, together with the number of shares of common stock we could issue if this rights offering is completed, may result in an immediate decrease in the trading price of our common stock. This decrease may continue after the completion of the rights offering. If that occurs, your purchase of shares of our common stock in the rights offering may be at a price greater than the prevailing trading price. Further, if the holders of the shares received upon exercise of the subscription rights choose to sell some or all of their shares, the resulting sales could also depress the trading price of our common stock.

Because you may not revoke or change your exercise of the subscription rights, you could be committed to buying shares above the prevailing trading price at the time the rights offering is completed.

Once you exercise your subscription rights, you may not revoke or change the exercise. The trading price of our common stock may decline before the subscription rights expire. If you exercise your subscription rights, and, ~~operating margins~~afterwards, the trading price of our common stock decreases below the $6.00 per share subscription price, you will have committed to buying shares of our common stock at a price above the prevailing trading price and could have an immediate unrealized loss. Our common stock is quoted on the OTCQB under the symbol “TPHS,” and the last reported sale price of our common stock on the OTCQB on September 10, 2015 was $6.10 per share. There can be no assurances that the trading price of our common stock will equal or exceed the subscription price at the time of exercise or at the expiration of the subscription rights offering period.

We may cancel the rights offering at any time prior to the expiration of the rights offering period, and neither we nor the subscription agent will have any obligation to you except to return your subscription payment.

We may at our sole discretion cancel this rights offering at any time prior to the expiration of the rights offering period. If we elect to cancel the rights offering, neither we nor the subscription agent will have any obligation with respect to the subscription rights except to return to you, without interest or penalty, as soon as practicable any subscription payments. In addition, we may suffer reputational harm if the rights offering is cancelled prior to the expiration date.

You may not be able to resell any shares of our common stock that you purchase pursuant to the exercise of subscription rights immediately upon expiration of the subscription rights offering period.

If you exercise subscription rights, you may not be able to resell the common stock purchased by exercising your subscription rights until you, or your broker, custodian bank or other nominee, if applicable, have received those shares. Moreover, you will have no rights as a stockholder of the shares you purchased in the rights offering until we issue the shares to you. Although we will endeavor to issue the shares as soon as practicable after completion of the rights offering, including after all necessary calculations have been completed, there may be a delay between the expiration date of the rights offering and the time that the shares are issued.

Because we will have broad discretion over the use of the net proceeds from the rights offering, you may not agree with how we use the proceeds.

We intend to use the net proceeds in connection with the redevelopment, predevelopment and repositioning and development of existing properties, investments in new opportunities, to make payments contemplated by the Plan and general corporate purposes. However, we may allocate the proceeds among these purposes as we determine is appropriate. In addition, economic and financial market conditions may require us to allocate portions of the net proceeds for ~~continuing growth. RELATIONSHIPS WITH VENDORS The Company~~other purposes. Accordingly, you will be relying on the judgment of our management with regard to the use of proceeds from the rights offering, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used in a manner that you consider appropriate.

Our ability to utilize our NOLs to reduce future tax payments may be limited as a result of this rights offering and future transactions.

Section 382 of the Internal Revenue Code, or the Code, contains rules that limit the ability of a company that undergoes an ownership change, which is ~~currently purchasing first-quality, in-season designer and brand name merchandise from~~generally any change in ownership by certain stockholders of more than ~~1,200 vendors at prices below those~~50% of its stock over a three-year period, to utilize its NOLs after the ownership change. These rules generally ~~available~~operate by focusing on ownership changes involving stockholders who directly or indirectly own 5% or more of the stock of a company and any change in ownership arising from a new issuance of stock by the Company. Generally, if an ownership change occurs, the annual taxable income limitation on the use of NOLs is equal to ~~major department~~the product of the applicable long term tax exempt rate and ~~specialty stores.~~ the value of the Company's stock immediately before the ownership change.

It is possible that this rights offering when combined with prior and future transactions (including issuances of new shares of our common stock and sales of shares of our common stock) will cause us to undergo an ownership change. In that event, we generally would not be able to use our pre-change losses prior to such ownership change to offset future taxable income in excess of the annual limitations imposed by Section 382.

In order to protect our ability to utilize our NOLs and certain other tax attributes, our certificate of incorporation includes certain transfer restrictions with respect to our stock, which may limit the liquidity of our common stock.

To reduce the risk of a potential adverse effect on our ability to use our NOLs and certain other tax attributes for U.S. federal income tax purposes, our certificate of incorporation contains certain transfer restrictions with respect to our stock by substantial stockholders. These restrictions may adversely affect the ability of certain holders of our common stock to dispose of or acquire shares of our common stock and may have an adverse impact on the liquidity of our stock generally.

Our certificate of incorporation may require certain holders of subscription rights to seek approval from our board of directors to exercise some of theirsubscription rights.

In order to help preserve our ability to utilize certain tax benefits primarily associated with the Company’s NOLs, our certificate of incorporation generally prohibits transfers or sales of stock that would result in a person or group of persons becoming a 4.75% stockholder, or that would result in the increase or decrease by a person or group of persons that is an existing 4.75% stockholder of its percentage ownership interest, unless the transferor or the transferee obtains the prior written approval of the board of directors. As a result, there are limitations on the exercise of basic subscription rights and oversubscription rights by stockholders to the extent such exercise would otherwise be prohibited by these provisions in our certificate of incorporation.

The board of directors intends to waive the applicability of the foregoing provisions of the Company’s certificate of incorporation in connection with the exercise by any holder of its basic and, if applicable, oversubscription rights, to the extent that the exercise of such rights is not expected to have a material impact on the Company’s ability to utilize its NOLs. Such determination will be made by the board of directors, in its discretion, as promptly as practicable following the expiration of the rights offering and the Company’s receipt of all requested information related to the exercise by each holder of its basic and, if applicable, oversubscription privilege, and the effect of such exercise on the Company’s ability to utilize its NOLs, and may result in some or all of a holder’s subscription being reduced or rejected. If some or all of a holder’s subscription is reduced or rejected, then the applicable subscription price will be returned to the holder as promptly as practicable.

The net proceeds we receive from the rights offering and the Standby Purchaser Private Placement may be less than currently anticipated because we have reserved the right to reduce the size of the rights offering and/or the Standby Purchaser Private Placement if we determine that such reduction is necessary or advisable to preserve our ability to utilize the full benefits of our NOLs and related tax benefits.

Although the Company ~~has maintained long-term~~currently believes this is unlikely to occur, we have reserved the right to reduce the size of the rights offering and/or the number of shares issuable pursuant to the Investment Agreement, subject to the terms and conditions of the Investment Agreement, if we determine that such reduction is necessary or advisable to preserve our ability to utilize the full benefits of our NOLs and related tax benefits, and as a result the net proceeds we receive from the rights offering and the Standby Purchaser Private Placement may be lower than currently anticipated.

If you do not act timely and follow the subscription instructions, your exercise of subscription rights will be rejected.

Stockholders that desire to purchase shares in the rights offering must act promptly to ensure that all required forms and payments are actually received by the subscription agent prior to the expiration date of the rights offering. If you are a beneficial owner of shares, you must act timely to ensure that your broker, dealer, custodian bank or other nominee acts for you and that all required forms and payments are actually received by the subscription agent prior to the expiration of the rights offering period. We are not responsible if your broker, dealer, custodian bank or nominee fails to ensure that all required forms and payments are actually received by the subscription agent prior to the expiration of the rights offering period. If you fail to complete and sign the required subscription forms, send an incorrect payment amount or otherwise fail to follow the subscription procedures that apply to your exercise in the rights offering prior to the expiration of the rights offering period, the subscription agent may, depending on the circumstances, reject your subscription or accept it only to the extent of the payment received. Neither we nor the subscription agent undertakes to contact you concerning, or attempt to correct, an incomplete or incorrect subscription form. We have the sole discretion to determine whether the exercise of your subscription rights properly and timely follows the subscription procedures.

If you make payment of the subscription price by uncertified personal check, your check may not clear in sufficient time to enable you to purchase shares in the rights offering.

Any uncertified personal check used to pay the subscription price in the rights offering must clear prior to the expiration date of the rights offering, and the clearing process may require five or more business ~~relationships~~days. As a result, if you choose to use an uncertified personal check to pay the subscription price, it may not clear prior to the expiration date, in which event you would not be eligible to exercise your subscription rights. You may eliminate this risk by paying the subscription price by wire or bank draft drawn on a U.S. bank or a U.S. postal money order.

Because the subscription rights are non-transferable, there is no market for the subscription rights.

You may not sell, transfer or assign your subscription rights to anyone else. Because the subscription rights are non-transferable, there is no market or other means for you to directly realize any value associated with ~~many~~the subscription rights. You must exercise the subscription rights and acquire additional shares of ~~these vendors, there can~~our common stock to realize any value that may be ~~no assurance~~embedded in the subscription rights.

Our common stock is thinly traded and the price of our common stock may fluctuate significantly.

Our common stock is thinly traded. We cannot assure stockholders that an active market for our common stock will develop in the foreseeable future or, if developed, that it will be sustained. As a result stockholders may not be able to ~~continue to purchase first-quality, in-season merchandise from these vendors~~resell their common stock. Our common stock is currently quoted for trading on the OTC Markets. For companies whose securities are traded in the ~~same breadth~~OTC Markets, it is often more difficult to obtain accurate quotations, to obtain coverage for significant news events because major wire services generally do not publish press releases about such companies, and to obtain needed capital.

Because our common stock is thinly traded, even small trades can have a significant impact on the market price of ~~styles and sizes,~~our common stock. Volatility in the ~~same~~market price of our common stock may prevent stockholders from being able to sell their shares at or ~~greater volumes~~above the price paid for such shares. The market price could fluctuate significantly for various reasons, many of which are beyond our control, including:

our financial results or those of other companies in our industry;

the public’s reaction to our press releases and ~~at prices as favorable as those currently available~~other public announcements and our filings with the SEC;

new laws or regulations or new interpretations of laws or regulations applicable to our business;

sales of common stock by our executive officers, directors and significant stockholders;

changes in accounting standards, policies, guidance, interpretations or principles; and

other factors described in our filings with the ~~Company. EXPANSION PROGRAM The Company's proposed expansion program contemplates~~SEC, including among others in connection with the risks noted herein.

A sale of a ~~nearly 50% increase~~substantial number of shares of our common stock may cause the price of our common stock to decline and may impair our ability to raise capital in the ~~number~~future.

Finance transactions resulting in a large amount of ~~its stores as well as entry into new markets. When entering new markets,~~newly issued shares that become readily tradable, including the ~~Company will be required~~rights offering, or other events that cause current stockholders to ~~obtain suitable store sites, hire personnel and establish distribution systems in geographic areas in which it has no prior experience.~~sell shares, could place downward pressure on the trading price of our stock. In addition, the ~~Company must advertise~~lack of a robust resale market may require a stockholder who desires to sell a large number of shares of common stock to sell the ~~"Syms" name~~shares in increments over time to mitigate any adverse impact of the sales on the market price of our stock.

If our stockholders sell, or the market perceives that our stockholders intend to sell for various reasons, including the ending of restrictions on resale of substantial amounts of our common stock in the public market, including shares issued upon the exercise of outstanding options, the market price of our common stock could fall. Sales of a substantial number of shares of our common stock may make it more difficult for us to sell equity or equity-related securities in the future at a time and ~~its distinguishing characteristics~~price that we deem reasonable or appropriate. In addition, until our common stock is more widely held and actively traded small sales or purchases will likely cause the price of our common stock to fluctuate dramatically up or down without regard to our financial health or business prospects.

Stockholders may experience dilution of their ownership interests because of the future issuance of additional shares of our common stock.

In the future, we may issue additional equity securities in capital raising transactions or otherwise, resulting in the dilution of the ownership interests of our present stockholders. We are currently authorized to issue an aggregate of 120,000,000 shares of capital stock consisting of 79,999,997 shares of common stock, one share of Series A preferred stock, one share of Series B preferred stock, one share of a class of special stock and 40,000,000 shares of blank-check preferred stock. As of September 10, 2015, there were 20,131,928 shares of our common stock, one share of our Series A preferred stock, one share of Series B preferred stock and one share of special stock outstanding.

If we issue all 6,666,667 shares of common stock available in this rights offering and Standby Purchaser Private Placement (assuming the rights offering is fully subscribed by existing stockholders and the Standby Purchaser therefore acquires the full Minimum Allocation of 1,666,667 Additional Shares issuable pursuant to the Investment Agreement), we would have 26,798,595 shares of common stock issued and outstanding following the completion of the rights offering and the Standby Purchaser Private Placement.

Any future issuance of our equity securities may dilute then-current stockholders’ ownership percentages and could also result in a decrease in the fair market value of our equity securities, because our assets would be owned by a larger pool of outstanding equity. We may need to raise additional capital through public or private offerings of our common stock or other securities that are convertible into or exercisable for our common stock. We may also issue such securities in connection with hiring or retaining employees and consultants, as payment to providers of goods and services, in connection with future acquisitions and investments, development, redevelopment and repositioning of assets, or for other business purposes. Our board of directors may at any time authorize the issuance of additional common stock without stockholder approval, unless the approval of our common stockholders or the holder of our Series A preferred stock is required by applicable law, rule or regulation or our certificate of incorporation. The terms of preferred equity securities issued by us in future transactions may be more favorable to new ~~markets where~~investors, and may include dividend and/or liquidation preferences, superior voting rights and the ~~Company~~issuance of warrants or other derivative securities, which may ~~not be known.~~have a further dilutive effect. Also, the future issuance of any such additional shares of common stock or other securities may create downward pressure on the trading price of our common stock. There can be no assurance that any such future issuances will not be at a price or have exercise prices below the price at which shares of the common stock are then traded.

The holder of our Series A preferred stock has certain voting rights and the holders of our Series A preferred stock and special stock have the right to appoint members to our board of directors and, consequently, the ability to exert significant influence over us.

Our certificate of incorporation provides for certain rights in favor of the holder of the Series A preferred stock until such time as the General Unsecured Claim Satisfaction has occurred, including substantial voting rights and the right to elect two individuals to our board of directors (one of whom is the “independent director” nominated by the directors elected by the holders of common stock, with the reasonable consent of the holder of the Series A preferred stock). In addition, in connection with the investment in the Company by Third Avenue, a beneficial holder of over 16% of the Company’s common stock, Third Avenue was issued one share of a class of special stock and the Company’s certificate of incorporation was amended to provide that, subject to the other terms and conditions of the Company’s certificate of incorporation, from the issuance of the one share of special stock and until the “Special Stock Ownership Threshold” (which is 2,345,000 out of the 3,369,444 shares of common stock purchased by Third Avenue) is no longer satisfied, Third Avenue has the right to elect one director to the board of directors, and the total number of directors that constitute the board of directors elected by the holders of common stock was reduced from three to two. As a result of these voting rights and the right to elect members of our board of directors, these stockholders are expected to be able to exert significant influence over our policies and management, potentially in a manner which may not be in our best interests or the best interests of the other stockholders, until such time as a General Unsecured Claim Satisfaction has occurred and the Special Stock Ownership Threshold is no longer satisfied, as applicable.

Over 50% of our shares of common stock are currently controlled by three of our stockholders who may have the ability to influence the election of directors and the outcome of matters submitted to our stockholders.

Over 50% of our shares of common stock are controlled by three of our stockholders, prior to the rights offering. As a result, these stockholders may have the ability to significantly influence the outcome of issues submitted to our stockholders. The interests of these stockholders may not always coincide with our interests or the interests of other stockholders, and they may act in a manner that advances their best interests and not necessarily those of other stockholders. The concentration of ownership could also deter unsolicited takeovers, including transactions in which stockholders might otherwise receive a premium for their shares over then current market prices.

In addition, if no stockholders other than Third Avenue exercise their subscription rights in the rights offering, the Standby Purchaser will own 4,333,333 shares of common stock (after giving effect to the sale of 3,333,333 shares of common stock in the Standby Purchaser Private Placement), representing approximately 17.83% of our outstanding shares of common stock.

We have not paid dividends on our common stock in the past and do not expect to pay dividends on our common stock for the foreseeable future. Any return on investment may be limited to the value of our common stock.

No cash dividends have been paid on our common stock. We expect that any income received from operations will be devoted to our future operations and growth. We do not expect to pay cash dividends on our common stock in the near future. The payment of any dividends on the common stock is currently strictly limited by the terms of our certificate of incorporation, which provides that dividends (other than in common stock and in other limited circumstances) are not payable until after payment required to be made to the former Majority Shareholder are made in full. Accordingly, the Company has no intention of and is unable to pay dividends to the holders of common stock until at least such time as the Company’s distribution obligations under the Plan have been satisfied. Payment of dividends would depend upon our profitability at the time, cash available for those dividends, and such other factors as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on an investor’s investment will only occur if our stock price appreciates.

Our charter documents and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of our stock.

Our certificate of incorporation and bylaws and Delaware law contain provisions that could delay or prevent a change in control of our company. These provisions could also make it more difficult for stockholders to elect directors and take other corporate actions. In addition to the matters identified in the risk factors above relating to the provisions of our certificate of incorporation, these provisions include:

a classified board of directors with two-year staggered terms;

authorizing blank check preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to our common stock.

In addition, until the occurrence of a General Unsecured Claim Satisfaction the final payment to the former Majority Shareholder, the Company will remain under the jurisdiction of the Bankruptcy Court and continue to operate under the terms and restrictions of the Plan, which allows the Company to take certain actions by order of the Bankruptcy Court without first obtaining stockholder approval.

These and other provisions in our certificate of incorporation and bylaws and under Delaware law could discourage potential takeover attempts, reduce the price that investors might be willing to pay in the future for shares of common stock and result in the market price of the common stock being lower than it would be without these provisions.

We have a limited operating history and have not generated a profit and consequently our business plan is difficult to evaluate and our long term viability cannot be assured.

Our prospects for financial success are difficult to assess because we have a limited operating history since emergence from bankruptcy and, more recently, as a going concern. The predecessor to the Company filed for Chapter 11 relief on November 2, 2011, and the Company emerged from bankruptcy on September 14, 2012. The Company resumed reporting on the going concern basis of accounting on February 10, 2015. Since emergence from bankruptcy, we have generated limited revenues and had negative cash flow from operations and the development of our business plan will require substantial capital expenditures. Our business could be subject to any or all of the problems, expenses, delays and risks inherent in the establishment of a new business enterprise, including, but not limited to capital resources. There can be no assurance that our business will be successful, that we will be able to ~~open~~achieve or maintain a profitable operation, or that we will not encounter unforeseen difficulties that may deplete our capital resources more rapidly than anticipated. There can be no assurance that we will achieve or sustain profitability or positive cash flows from our operating activities.

Much of our current business plan is focused on the development or sale of the Trinity Place Property, and ~~operate~~an inability to execute this business plan could have a material adverse effect on our results of operations.

Our business plan includes the development, redevelopment and/or sale of our remaining commercial real estate properties and in particular the development or sale of the Trinity Place Property. The Trinity Place Property currently makes up a majority of our assets. As a result, our revenues and future growth are heavily dependent on the success of implementing our business plan to develop or sell the Trinity Place Property, which is currently in pre-development. An inability to successfully execute our business plan with respect to the Trinity Place Property could have a material adverse effect on our results of operations.

Our revenues and the value of our portfolio are affected by a number of factors that affect investments in leased real estate generally.

We are subject to the general risks of investing in and owning leased real estate. These include the ability to secure leases with new ~~stores on a timely and profitable basis,~~tenants, the non-performance of lease obligations by tenants, leasehold improvements that ~~the Company~~ will be ~~able~~costly or difficult to ~~obtain sufficient merchandise from its vendors~~remove or certain upgrades that may be needed should it become necessary to ~~adequately stock its~~re-rent the leased space for other uses, rights of termination of leases due to events of casualty or condemnation affecting the leased space or the property or due to interruption of the tenant’s quiet enjoyment of the leased premises, and obligations of a landlord to restore the leased premises or the property following events of casualty or condemnation. The occurrence of any of these events could adversely impact our results of operations, liquidity and financial condition. In addition, if our competitors offer space at rental rates below our current rates or the market rates, we may lose current or potential tenants to other properties in our markets. Additionally, we may need to reduce rental rates below our current rates in order to retain tenants upon expiration of their leases or to attract new ~~stores~~tenants. Our results of operations and cash flow may be adversely affected as a result of these factors.

We may be unable to lease vacant space, renew our current leases, or re-lease space as our current leases expire.

We cannot assure you that leases at our properties will be renewed or that such properties will be re-leased at favorable rental rates. If the ~~costs associated with opening such stores will~~rental rates for our properties decrease, our tenants do not renew their leases or we do not re-lease a significant portion of our available space, including vacant space resulting from tenant defaults or space that is currently unoccupied, and space for which leases are scheduled to expire, our financial condition, results of operations and cash flows could be materially adversely ~~affect~~affected. In addition, if we are unable to renew leases or re-lease a property, the ~~Company's profitability. DEPENDENCE ON KEY MANAGEMENT The success~~resale value of that property could be diminished because the ~~Company's business has depended, to~~market value of a large extent, on the contributions of its founder, Chairman and Chief Executive Officer, Sy Syms. Mr. Syms is 71 years old and, in recent years, has turned over increasing responsibility for the management of the Company's operations to his daughter, Marcy Syms, who serves as the Company's President and Chief Operating Officer. Although Ms. Syms and the other members of the Company's management team have substantial experience in the off-price apparel retailing industry, the Company's expansion program and future successparticular property will depend in part upon the ~~Company's~~value of the leases of such property.

Competition may adversely affect our ability to attract and retain tenants and ~~motivate additional qualified management personnel. 7~~ ~~COMPETITION The retail apparel business is highly competitive,~~to purchase properties.

There are numerous commercial developers, real estate companies, financial institutions and ~~the Company accounts for only a small fraction of the total market for men's, women's and children's apparel. The Company's stores~~other investors with greater financial resources than we have that compete with ~~off-price stores, as well as apparel specialty stores, department stores~~us in seeking tenants who will lease space in our properties and ~~manufacturer-owned factory~~properties for acquisition. Our competitors include real estate investment trusts, financial institutions, private funds, insurance companies, pension funds, private companies, family offices, sovereign wealth funds and individuals. This competition may result in a higher cost for properties than we wish to pay. In addition, retailers at our properties face increasing competition from outlet ~~stores. Many of~~malls, discount shopping clubs, e-commerce, direct mail and telemarketing, which could reduce rents payable to us and reduce our ability to attract and retain tenants at our properties leading to increased vacancy rates at our properties.

We may become subject to the ~~stores~~risks associated with ~~which~~partnerships and joint ventures.

Although we do not currently have joint ventures, we may become involved in partnerships and/or joint ventures in the Company competes are units of large national or regional chains that have substantially greater resources than the Company, some of which have indicated their intention to enter the off-price apparel business. The off-price apparel business itself has become increasingly competitive, especiallyfuture with respect to current or future properties. Partnerships and joint venture investments may involve risks not otherwise present for investments made or owned solely by us, including the ~~increased use~~possibility that our partner or co-venturer might become bankrupt, or may take action contrary to our instructions, requests, policies or objectives. Other risks of joint venture investments include impasse on decisions, such as a sale, because neither we nor a joint venture partner would have full control over the joint venture, activities conducted by manufacturers of their own factory outlets. At various times of the year, department stores and specialty stores offer brand name merchandise at substantial markdowns. LACK OF ACTIVE TRADING MARKET FOR THE COMMON STOCK Although the Common Stock has been listeda partner that have a negative impact on the New York Stock Exchange since September 1983, trading in the Common Stock has been limited. In major part, this has been a result of the relatively small percentage of the outstanding stock in public hands. Although a principal purpose of this offeringjoint venture or us, and disputes with our partner. Also, there is no limitation under our organizational documents as to ~~increase~~ the amount of ~~Common Stock available~~our funds that may be invested in joint ventures.

Our ability to develop and/or redevelop our properties and enter into new leases with tenants will depend on our obtaining certain permits, site plan approvals and other governmental approvals from local municipalities, which we may not be able to obtain on a timely basis or at all.

In order to develop and/or redevelop our properties, we will be required to obtain certain permits, site plan approvals or other governmental approvals from local municipalities. We may not be able to secure all the necessary permits or approvals on a timely basis or at all, which may prevent us from developing and/or redeveloping our properties according to our business plan. The specific permit and approval requirements are set by the state and the various local jurisdictions, including but not limited to city, town, county, township and state agencies having control over the specific properties. Lack of permits and approvals to develop and/or redevelop our properties could severely and adversely affect our business.

We have generated minimal revenues from operations and have limited cash resources, and may be reliant on external sources of financing to fund operations in the future.

Our revenue generating activities have not yet produced sufficient funds for ~~public trading, Mr. Syms~~profitable operations. Our continued operation will be dependent upon the success of future operations and ~~members of his family~~ will likely require raising additional financing on acceptable terms. We have relied and may continue to ~~own approximately 50.8% (47.8% if the Underwriters' over-allotment option is exercised) of the outstanding stock following this offering~~rely substantially upon equity and ~~there~~debt financing to fund our ongoing operations. There can be no assurance that additional sources of financing would be available to the Company on commercially favorable terms should our capital requirements exceed cash available from operations and existing cash and cash equivalents.

The loss of key personnel upon whom we depend to operate our business or the inability to attract additional qualified personnel could adversely affect our business.

We believe that our future success will depend in large part on our ability to retain or attract highly qualified management and other personnel, including in particular our Chief Executive Officer, Matthew Messinger. We may not be successful in retaining key personnel or in attracting other highly qualified personnel. Any inability to retain or attract qualified management and other personnel would have a ~~more active trading market for~~material adverse effect on our business, results of operations and financial condition.

The failure of our wholly-owned subsidiary to repay the ~~Common Stock will develop. USE OF PROCEEDS The~~outstanding mortgage loan and any liability the Company ~~will not receive any proceeds from the sale~~incurs as a result of the ~~Common Stock offered hereby. The purpose of this offering is to provide the Selling Stockholders with greater liquidity~~financing arrangements and to increase the amount of Common Stock available for public trading. PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY The Common Stock is quoted on the New York Stock Exchange under the symbol "SYM." The following table sets forth for the periods indicated the high and low sales prices per share of the Common Stock as reported on the New York Stock Exchange Composite Tape. At October 22, 1997, the Company had approximately 206 stockholders of record. HIGH LOW ---- --- Fiscal Third Quarter 1998 (through October 23, 1997) .......... $14.94 $12.63 Second Quarter ....................... 14.00 9.38 First Quarter ........................ 10.00 9.00 Fiscal Fourth Quarter ....................... $10.25 $ 8.75 1997 Third Quarter ........................ 8.88 8.13 Second Quarter ....................... 8.50 7.13 First Quarter ........................ 8.38 7.63 Fiscal Fourth Quarter ....................... $ 8.25 $ 7.13 1996 Third Quarter ........................ 9.50 7.13 Second Quarter ....................... 8.38 6.75 First Quarter ........................ 7.88 6.88 On October 23, 1997 the last sale price of the Common Stock as reported on the New York Stock Exchange Composite Tape was $13.06 per share. Payment of dividends is within the discretion of the Company's Board of Directors and depends upon various factors, including the earnings, capital requirements and financial condition of the Company. The Company does not currently pay dividends on its Common Stock and its policy is to retain earnings to support the growth of its business. 8 ~~CAPITALIZATION The following table sets forth the capitalization~~guarantees of the Company asrequired by that loan could have a material and adverse impact on our financial condition, results of operations and cash flows.

The failure by our wholly-owned subsidiary to make scheduled repayments under the date indicated: AUGUST 30, 1997 --------------- Long-term debt: Obligationsloan agreement entered into in February 2015, or the default of any of its obligations under capital leases (1) ................ $ 670,000 ------------ Stockholders' equity: Preferred stock, par value $100 per share, authorized 1,000,000 shares; none outstanding ...... -- Common stock, par value $.05 per share, authorized 30,000,000 shares; 17,776,000 shares issued and outstanding(2) .......................... 889,000 Additional paid-in capital .......................... 12,432,000 Retained earnings ................................... 221,336,000 ------------ Total stockholders' equity ....................... 234,657,000 ------------ Total capitalization ............................. $235,327,000 ============ - ---------- (1) Exclusive of current portion, aggregating $441,000. (2) Exclusive of 512,725 shares issuable upon the ~~exercise of outstanding stock options. 9~~ SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA In 1995, the Company changed its fiscal year end to the Saturday nearest to the end of February. Prior thereto, the Company's financial statements were preparedloan, may have an adverse impact on the ~~basis~~Company’s financial condition, results of ~~a 52-week or 53-week fiscal year ending~~operations and cash flows. Upon the occurrence of an event of default, our subsidiary may be required to immediately repay all amounts outstanding under the loan and the lenders may exercise other remedies available to them, including foreclosing on the Saturday closest to the end of December. The following summary income statement and balance sheet data, other than the data for the interim periods ended August 31, 1996 and August 30, 1997, are derived from the Company's audited financial statements. All of the financial data presented below should be read in conjunction with the consolidated financial statements and related notes, and "Management'sTrinity Place Property. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations," appearing elsewhere~~Operations—Liquidity and Capital Resources and Note 10 to the Company’s consolidated financial statements (Loan Payable) in ~~this Prospectus.~~

~~- ---------- (1) Fiscal year 1996 was comprised~~the Company’s 2014 Annual Report, for further discussion regarding the loan transaction.

If certain of ~~fifty-three weeks. (2) Excludes current maturities. 10~~ ~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL In 1995,~~our obligations are not satisfied by specific dates, the Plan and our certificate of incorporation provide for certain changes in control.

As of July 9, 2015, the Company ~~changed its fiscal year end~~believes that the remaining estimated aggregate allowed amount and cash distributions of creditor claims ($0.2 million), excluding claims covered by insurance, together with the net amount due to the ~~Saturday nearest~~former Majority Shareholder ($7.1 million) and the multiemployer pension plan ($3.8 million payable through 2019) under the Plan is approximately $11.1 million. If there has not been a General Unsecured Claim Satisfaction by October 1, 2016, then the Company’s certificate of incorporation provides for the board of directors to automatically increase to nine members, seven of which are to be elected by the holder of the Series A preferred stock. Also, if a General Unsecured Claim Satisfaction has occurred but the required payment to the ~~end~~former Majority Shareholder has not been made by October 16, 2016, then the board of ~~February. Prior~~directors will automatically be adjusted to ~~this change,~~have four members, three of whom are to be elected by the former Majority Shareholder. In each case, the board of directors will remain controlled by the holder of the Series A preferred stock or the former Majority Shareholder, as applicable, until the required payments are made. Although the Company ~~maintained its records~~currently anticipates that all required payments will be made prior to the requisite dates, there can be no assurance as to the precise timing of these payments.

Proceeds from the monetization of the Company’s assets, after the payment of budgeted costs and transaction expenses, generally must be used to pay the Company’s obligations under the Plan until such time as a General Unsecured Claim Satisfaction has occurred and the required payments to the former Majority Shareholder are made.

Under the Plan, any proceeds generated from the monetization of the Company’s assets are generally first used to pay transaction expenses and to fund the Company’s operating budget. All net proceeds must then be used to satisfy Allowed Claims under the Plan and the Majority Shareholder redemption payment. As of July 9, 2015, the Company believes that the remaining estimated aggregate allowed amount and cash distributions of creditor claims ($0.2 million), excluding claims covered by insurance, together with the net amount due to the former Majority Shareholder ($7.1 million) and the multiemployer pension plan ($3.8 million payable through 2019) under the Plan is approximately $11.1 million. Only if there are proceeds remaining after the satisfaction of such obligations under the Plan can they be used in the business of the Company or distributed to stockholders.

We estimate that the net proceeds to us from the sale of our common stock offered in the rights offering and the issuance of Additional Shares in the Standby Purchaser Private Placement, after deducting estimated offering expenses, will be approximately $39,575,000 if the rights offering is fully subscribed. However, depending on the ~~basis~~extent to which the rights offering is actually subscribed, the extent to which the board of ~~a 52-53 week fiscal year ending~~directors waives the ~~Saturday closest~~protective provisions of the Company’s certificate of incorporation with respect to ~~December 31. The following discussion compares~~certain significant stockholders and the ~~26 weeks ended August 30, 1997~~number of shares actually issued pursuant to the ~~26 weeks ended August 31, 1996,~~Standby Purchaser Private Placement, net proceeds may be less than this amount. We estimate that the ~~fiscal year ended March 1, 1997 ("fiscal 1997")~~expenses of the rights offering, including matters related to the ~~fiscal year ended March 2, 1996 ("fiscal 1996")~~Investment Agreement, will be approximately $425,000.

We intend to use the net proceeds in connection with the redevelopment, predevelopment and repositioning and development of existing properties, investments in new opportunities, to make payments contemplated by the ~~fiscal year ended March 2, 1996 to~~Plan and general corporate purposes. Until we use the fiscal year ended December 31, 1994 ("fiscal 1994"). The fiscal years ended December 31, 1994 and March 1, 1997 were comprised of 52 weeks. The fiscal year ended March 2, 1996 was comprised of 53 weeks. RESULTSnet proceeds, we may invest them temporarily in liquid short-term securities.

Our common stock is quoted on the OTCQB under the symbol “TPHS.” The following table sets forth the high and low bid quotations for our common stock for the periods indicated as reported by the ~~respective percentages~~OTCQB.

As of September 10, 2015, there were 225 stockholders of record of our common stock.

The following table sets forth our cash and cash equivalents and capitalization as of May 30, 2015 (i) on an actual basis and (ii) as adjusted to give effect to the sale of all 6,666,667 shares available in the rights offering and pursuant to the Investment Agreement (assuming the rights offering is fully subscribed by existing stockholders and the Standby Purchaser is issued the full Minimum Allocation of 1,666,667 Additional Shares pursuant to the Investment Agreement) at a subscription price of $6.00 per share, before deducting estimated offering expenses. The following information should be read in conjunction with our consolidated financial statements and the notes thereto incorporated by reference in this prospectus.

(1) Assumes the rights offering is fully income statement:

~~TWENTY-SIX WEEKS ENDED AUGUST 30, 1997 COMPARED AUGUST 31, 1996 For~~shares actually issued pursuant $5,734,000 (3.6%)Standby Purchaser subscribed and the full Minimum Allocation of 1,666,667 Additional Shares are issued to the Standby Purchaser pursuant to the Investment Agreement. Depending on the extent to which the rights offering is actually subscribed, the extent to which the board of directors waives the protective provisions of the ~~Company's net sales attributable~~Company’s certificate of incorporation with respect to ~~various components~~certain significant stockholders and the number of its FISCAL YEAR ENDED TWENTY-SIX WEEKS ENDED ------------------------------------ ---------------------------- DECEMBER 31, MARCH 2, MARCH 1, AUGUST 31, AUGUST 30, 1994 1996 1997 1996 1997 ------------ -------- -------- ---------- --------- 100.0% 100.0% 100.0% 100.0% 65.0% 61.5% 64.3% 60.8% ----- ----- ----- ----- ----- 35.0% 38.5% 35.7% 39.2% 21.1% 20.5% 21.8% 21.5% 1.6% 1.8% 1.9% 1.8% 2.4% 3.7% 3.7% 4.1% 4.2% 4.8% 2.7% 2.3% 2.3% 2.4% 2.6% 0.0% 0.8% 0.0% 0.0% 0.0% ----- ----- ----- ----- ----- 4.4% 5.4% 9.8% 5.4% 7.9% 0.0% 0.1% 0.0% 0.0% 0.1% ----- ----- ----- ----- ----- 4.4% 5.3% 9.7% 5.4% 7.7% 1.8% 2.2% 4.2% 2.3% 3.2% ----- ----- ----- ----- ----- 2.6% 3.1% 5.5% 3.0% 4.6% ===== ===== ===== ===== ===== TO TWENTY-SIX WEEKS ENDED to the ~~twenty-six weeks ended August 30, 1997 net sales increased Private Placement, amounts may be less than presented.~~

Before deciding whether to ~~$164,239,000 as compared to net sales of $158,505,000~~exercise your subscription rights, you should carefully read this prospectus, including the information set forth under the heading “Risk Factors” and the information that is incorporated by reference into this prospectus, including our Quarterly Report on Form 10-Q for the ~~twenty-six weeks~~quarter ended ~~August 31, 1996. Comparable store sales decreased 2.2%~~May 30, 2015 and our 2014 Annual Report.

We are distributing to holders of our common stock as of 5:00 p.m., New York time, on , 2015, which is the record date for this rights offering, at no charge, non-transferable subscription rights to purchase shares of our common stock. You will receive 0.248362 subscription rights for each share of common stock you owned as of 5:00 p.m., New York time, on the record date. The total number of subscription rights issued to each holder will be rounded down to the nearest whole number.

The subscription rights will be evidenced by subscription rights certificates. Each subscription right includes a basic subscription privilege and an oversubscription privilege which are described in greater detail below. Subscription rights may be exercised at any time during the subscription period, which commences on , 2015, through the expiration date for the ~~twenty-six weeks ended August 30, 1997~~rights offering, which is 5:00 p.m., New York time, on , 2015. You are not required to exercise any of your subscription rights.

We will distribute 0.248362 subscription rights to each holder of record of common stock for each share of common stock held by such holder. The total number of subscription rights issued to each holder will be rounded down to the nearest whole number. Each whole subscription right will entitle you to purchase one share of common stock at a subscription price of $6.00 per share. You may exercise any number of your subscription rights, or you may choose not to exercise any subscription rights.

If all of our stockholders do not exercise all of the subscription rights issued to them in this rights offering, then each holder who has exercised subscription rights in full, other than the Standby Purchaser, which has waived its oversubscription right, will have the opportunity to purchase additional shares of our common stock at the subscription price of $6.00 per share under the oversubscription right. By extending oversubscription rights to our stockholders, we are providing those holders who have exercised all of their subscription rights with an opportunity to purchase shares that are not purchased by other stockholders in this rights offering.

If sufficient shares of common stock are available, we will seek to honor your oversubscription request in full. If, however, there are not enough shares available to fully satisfy all oversubscription right requests, we will allocate the available shares of common stock pro rata among those stockholders exercising their oversubscription privilege in proportion to the product (rounded to the nearest whole number so that the subscription price multiplied by the aggregate number of shares does not exceed the aggregate offering amount) obtained by multiplying the number of shares such stockholder subscribed for under the oversubscription privilege by a fraction the numerator of which is the number of unsubscribed shares and the denominator of which is the total number of shares sought to be subscribed for under the oversubscription privilege by all holders participating in such oversubscription. The subscription agent will return any excess payments by mail without interest or deduction as soon as reasonably practical after the expiration date.

In order to properly exercise your oversubscription privilege, you must deliver the subscription payment related to your oversubscription privilege prior to the expiration of the rights offering. Because we will not know the total number of unsubscribed shares prior to the expiration of the rights offering, if you wish to maximize the number of shares you purchase pursuant to your oversubscription privilege, you will need to deliver payment in an amount equal to the aggregate subscription price for the maximum number of shares of our common stock that may be available to you (i.e., for the maximum number of shares of common stock available to you, assuming you fully exercise your basic subscription privilege and are allotted the full amount of your oversubscription as elected by you).

We can provide no assurance that you will actually be entitled to purchase the number of shares issuable upon the exercise of your oversubscription privilege in full at the expiration of the rights offering. We will not be able to satisfy your exercise of the oversubscription privilege if all of our stockholders exercise their basic subscription privileges in full, and we will only honor an oversubscription privilege to the extent a sufficient amount of shares of our common stock are available following the exercise of subscription rights under the basic subscription privileges.

To the extent the aggregate subscription price of the maximum number of unsubscribed shares available to you pursuant to the oversubscription privilege is less than the amount you actually paid in connection with the exercise of the oversubscription privilege, you will be allocated only the number of unsubscribed shares available to you, and any excess subscription payments received by the subscription agent will be returned promptly, without interest or penalty. To the extent the amount you actually paid in connection with the exercise of the oversubscription privilege is less than the aggregate subscription price of the maximum number of unsubscribed shares available to you pursuant to the oversubscription privilege, you will be allocated the number of unsubscribed shares for which you actually paid in connection with the oversubscription privilege.

Our board of directors considered a number of factors in determining the price for the rights offering, including:

The chairman of our board of directors, Alexander Matina, is also a representative of the Standby Purchaser. Mr. Matina recused himself from the ~~1996 period.~~ determination by the board of the subscription price.

The ~~3.6% increase~~subscription rights will expire at 5:00 p.m., New York time, on , 2015, unless we extend it. We reserve the right to extend the subscription period at our sole discretion, subject to the consent rights of the Standby Purchaser and Third Avenue. If the expiration date of the rights offering is so extended, we will give oral or written notice to the subscription and information agent on or before the scheduled expiration date and we will issue a press release announcing such extension no later than 9:00 a.m., New York City time, on the next business day after the most recently announced expiration of the rights offering. You must properly complete the enclosed subscription rights certificate and deliver it, along with the full subscription price, to the subscription agent prior to 5:00 p.m., New York time, on , 2015, unless the expiration date is extended. After the expiration of the rights offering period, all unexercised subscription rights will be null and void. We will not be obligated to honor any purported exercise of subscription rights which the subscription agent receives after the expiration of the offering, regardless of when you sent the documents regarding that exercise. Shares purchased in the rights offering will be issued, and any subscription payments for shares not allocated or validly purchased will be sent, as soon as practicable following the expiration date of the rights offering.

As of September 10, 2015, there were 20,131,928 shares of our common stock issued and outstanding (excluding 4,596,543 shares held in treasury). We will issue up to a maximum of 6,666,667 shares of common stock in the rights offering and pursuant to the Investment Agreement with the Standby Purchaser. Based on the number of shares issued and outstanding as of September 10, 2015, if we issue all 5,000,000 shares of common stock available in this rights offering and 1,666,667 Additional Shares to the Standby Purchaser pursuant to the Investment Agreement, we would have 26,798,595 shares of common stock issued and outstanding following the completion of the rights offering, excluding shares held in treasury. The actual number of shares of common stock that will be outstanding following the rights offering will depend on the extent to which the rights offering is subscribed by existing stockholders and the extent to which the board of directors waives the protective provisions of the Company’s certificate of incorporation described above with respect to certain significant stockholders that exercise their subscription rights.

The shares of our common stock are quoted on the OTCQB under the symbol “TPHS.”

We are conducting the rights offering in order to raise additional capital and to improve and strengthen our financial position. We intend to use the net proceeds in connection with the redevelopment, predevelopment and repositioning and development of existing properties, for investments in new opportunities, to make payments contemplated by the ~~most part,~~Plan and for general corporate purposes.

In authorizing the ~~result~~rights offering, our board of directors considered and evaluated a number of factors, including:

our current capital resources and our future need for additional liquidity and capital;

our need for increased financial flexibility in order to enable us to achieve our business plan;

the size and timing of the ~~opening~~rights offering;

the potential dilution to our current stockholders if they choose not to participate in the offering;

alternatives available for raising capital, including debt and other forms of equity raises;

the impact of potential alternatives for raising equity capital on the Company’s ability to utilize its NOLs;

the potential impact of the ~~Company's new store~~rights offering on ~~Park Avenue~~the public float for our common stock; and

the fact that existing stockholders would have the opportunity to participate on a pro rata basis to purchase additional shares of common stock, subject to the restrictions in ~~New York City. Gross profit for~~ the ~~twenty-six weeks ended August 30, 1997 was $64,444,000, an increase~~Company’s certificate of ~~$7,855,000 (13.9%) as compared~~incorporation.

The chairman of our board of directors, Alexander Matina, is also a representative of the Standby Purchaser. Mr. Matina recused himself from the determination by the board of directors to ~~$56,589,000 for~~proceed with the ~~fiscal period ended August 31, 1996. This increase resulted mainly from increased~~rights offering.

The net ~~sales of $5,734,000~~proceeds to us, after deducting estimated offering expenses, will be $39,575,000 assuming all 5,000,000 shares are issued in the rights offering and the ~~Company's gross margin increasing~~full Minimum Allocation of 1,666,667 Additional Shares are issued to ~~39.2% from 35.7%. The 3.5% improvement in gross margin resulted primarily from increased levels~~the Standby Purchaser pursuant to the Investment Agreement. However, depending on the extent to which the rights offering is actually subscribed, the extent to which the board of ~~opportunistic~~directors waives the protective provisions of the Company’s certificate of incorporation with respect to certain significant stockholders and ~~in-season purchases which created better values for~~ the ~~Company's customers and lower markdowns. 11~~ ~~Selling, general and administrative expense increased $753,000~~number of shares actually issued pursuant to ~~$35,376,000 (21.5% as a percentage~~the Standby Purchaser Private Placement, net proceeds may be less than this amount. We estimate that the expenses of ~~net sales) for~~ the ~~twenty-six weeks ended August 30, 1997 as compared~~rights offering will be approximately $425,000.

Subject to ~~$34,623,000 (21.8% as a percentage~~your ability to exercise the oversubscription privilege, you may only purchase the number of ~~net sales) for~~whole shares of common stock purchasable upon exercise of the twenty-six weeks ended August 31, 1996. Advertising expense for the twenty-six weeks ended August 30, 1997 increased to $3,900,000 (2.4% as a percentage of net sales), as compared to $2,883,000 (1.8% as a percentage of net sales)basic subscription privilege included in the ~~twenty-six week period ended August 31, 1996, resulting from~~subscription rights distributed to you in the rights offering. Accordingly, the number of shares of common stock that you may purchase in the rights offering is limited by the number of our shares of common stock you held on the record date. Although stockholders that fully and properly exercise their basic subscription privilege have the right to exercise the oversubscription privilege, there can be no assurances of the number of shares that a ~~commitment~~holder will be able to ~~expand~~acquire through the ~~Company's advertising effort through radio and direct mail advertising during~~exercise of the ~~thirteen weeks ended August 30, 1997 and an increase~~oversubscription privilege. We reserve the right to reject any or all subscriptions not properly submitted or the acceptance of ~~television advertising~~which would, in ~~single store markets during~~ the ~~first thirteen weeks~~opinion of ~~this fiscal period.~~ our counsel, be unlawful.

In addition, in ~~August 1997~~order to help preserve our ability to utilize certain tax benefits primarily associated with the Company’s NOLs, our certificate of incorporation generally prohibits transfers or sales of stock that would result in a person or group of persons becoming a 4.75% holder, or that would result in the increase or decrease by a person or group of persons that is an existing 4.75% holder of its percentage ownership interest, unless the transferor or the transferee obtains the prior written approval of the board of directors. As a result, there are limitations on the exercise of basic subscription rights and oversubscription rights by stockholders to the extent such exercise would otherwise be prohibited by these provisions in our certificate of incorporation.

Any stockholder that (X) wishes to exercise its basic subscription privilege in this rights offering and (Y) either (i) currently holds 956,265 or more shares of the Company’s common stock (i.e. approximately 4.75% of the Company’s outstanding shares of capital stock as of the date of this prospectus), or (ii) currently holds less than 956,265 shares of the Company’s common stock, but is subscribing for a number of shares through the exercise of its basic subscription privilege and, if applicable, oversubscription privilege, that would, if accepted by the Company, ~~advertised its semi-annual sales event ("bash")~~result in ~~the newspaper for the first time. Occupancy costs were $7,930,000 (4.8% as a percentage~~such stockholder holding 1,154,300 or more shares of net sales) for the twenty-six week period ended August 30, 1997, up from $6,683,000 (4.2% as a percentage of net sales) for the period ended August 31, 1996. This increase in the twenty-six week period resulted mainly from the additionCompany’s common stock following closing of the Park Avenue store. Depreciation and amortization for the twenty-six weeks ended August 30, 1997 amounted to $4,290,000, an increase of $460,000 as compared to $3,830,000 for the twenty-six weeks ended August 31, 1996. This increase in the twenty-six week period resulted mainly from the additionrights offering (i.e. approximately 4.75% of the ~~Park Avenue store. Income before income taxes for~~Company’s outstanding shares of capital stock as of the ~~twenty-six weeks ended August 30, 1997~~date of ~~$12,707,000 increased $4,173,000 as compared~~this prospectus on a pro forma basis giving effect to ~~$8,534,000 for~~ the twenty-six weeks ended August 31, 1996. As discussed above, the increase in income before income taxes reflects for the most part higher gross profit, offset somewhat by increased selling, general and administrative, advertising and occupancy expense. For the twenty-six week period ended August 30, 1997 the effective income tax rate was 41.0% as compared to 43.5% last year. Last year's rate was adversely affected by additional tax provisions for certain states. FISCAL YEAR ENDED MARCH 1, 1997 COMPARED TO MARCH 2, 1996 Net sales of $346,792,000 for the fiscal year ended March 1, 1997 increased $12,042,000 (3.6%) as compared to net sales of $334,750,000 for the fiscal year ended March 2, 1996. The increase was, for the most part, the result of an increase in theminimum number of ~~stores~~shares that will be issued in the year ended March 1, 1997. Comparable store sales decreased by $736,000 (0.2%), caused mainly by fiscal 1996 being comprised of 53 weeks versus 52 weeks in fiscal 1997. The Company estimates that the extra week added approximately $5,100,000 in net sales to the 1996 fiscal year. Gross profit for the fiscal year ended March 1, 1997 was $133,679,000, an increase of $16,490,000 (14.1%), as compared to $117,189,000 for the fiscal year ended March 2, 1996. This increase resulted mainly from increased net sales of $12,042,000this rights offering, assuming no stockholder other than Third Avenue exercises its subscription privilege and the Company's gross margin increasing to 38.5% from 35.0%. The 3.5% improvement in gross margin resulted primarily from increased levels of opportunistic and in-season purchases which created better values for the Company's customers. Selling, general and administrative expense was $71,028,000 (20.5% as a percentage of net sales) for the period ended March 1, 1997 as compared to $70,579,000 (21.1% as a percentage of net sales) for the fiscal year ended March 2, 1996. The increase of $449,000 resulted from three additional stores in fiscal 1997. As a percentage of sales, SG&A expense decreased in fiscal 1997, due to a continued effort by management to control store and corporate operational expenses. Advertising expense for fiscal 1997 increased to $6,626,000 (1.9% as a percentage of net sales), as compared to $5,905,000 (1.8% as a percentage of net sales) for the fiscal year ended March 2, 1996, resulting from a continued commitment to expand the Company's advertising effort. Occupancy costs were $14,215,000 (4.1% as a percentage of net sales) for the period ended March 1, 1997, up from $12,330,000 (3.7% as a percentage of net sales) for the fiscal year ended March 2, 1996. This increase was the result of three additional leased locations in fiscal 1997. Depreciation and amortization in fiscal 1997 amounted to $7,971,000, an increase of $220,000 as compared to $7,751,000 for the fiscal year ended March 2, 1996, resulting from the opening of new stores and a 40,000 square-foot addition to the Secaucus, New Jersey distribution center. The provision for contractor advance and special charges for the fiscal year ended March 2, 1996 includes a $2,200,000 provision made in the fourth quarter in recognition of then current information that a contractor advance 12 might not be fully recoverable, a charge in the first quarter of $1,200,000 for costs associated with closing the store in Sterling Heights, Michigan, offset by a $714,000 adjustment to the $2,935,000 special charges taken in the two month period ended February 25, 1995, part of which relates to the write-off of costs associated with a lease in Cincinnati, Ohio, in which the Company had initially decided not to open a store. The $714,000 adjustment arose when the Company, based on subsequent experience with the real estate market in Cincinnati, Ohio, concluded in November 1995 that the property would not be subleased in a reasonable time frame and at an acceptable rate. The Company then decided to open the store in February 1996, operating with a reduced expense structure. Income before income taxes of $33,742,000 increased $16,097,000 (91.2%) in fiscal 1997, as compared to $17,645,000 for the fiscal year ended March 2, 1996. This increase for the most part reflects higher gross profit and no special charge in the current period, offset by increased selling, general and administrative expense, advertising, and occupancy expense. For the fiscal year ended March 1, 1997 the effective income tax rate was 43.5% as compared to 41.0% last year. The increase was the result of additional tax provisions provided for certain states. FISCAL YEAR ENDED MARCH 2, 1996 COMPARED TO DECEMBER 31, 1994 For the fiscal year ended March 2, 1996, net sales were $334,750,000, an increase of $8,099,000 or 2.5% from fiscal 1994. The increase was mainly a result of fiscal 1996 being 53 weeks compared to 52 weeks in the fiscal year ended December 31, 1994. The extra week added approximately $5,100,000 in net sales to the 1996 fiscal year. For the fiscal year ended March 2, 1996, the Company's gross margin increased to 35.0% from 33.3% in fiscal 1994. The increase was the result of a higher initial markup partially offset by additional markdowns. For the fiscal year ended December 31, 1994, the Company's interim gross margin was estimated based principally upon historical experience. The determination of cost of sales for that fiscal year was based on a physical inventory at the end of the fiscal year ended December 31, 1994. Using estimated gross margins for the first three quarters resulted in upward adjustments to gross margin in the fourth quarter. In fiscal 1994, the adjustment was due primarily to a higher initial markup. These adjustments resulted in an increase to gross profit of approximately $1,787,000 for the fourth quarter ended December 31, 1994. In January 1995, Syms began utilizing the retail inventory method for quarterly inventory valuation. As a percentage of net sales, selling, general and administrative expenses (excluding occupancy, depreciation and amortization) were 21.1% in fiscal 1996 and 20.9% in fiscal 1994. The increase in the 1996 fiscal year selling, general and administrative expenses and advertising (excluding occupancy, depreciation and amortization) was principally due to the added week (53 weeks versus 52 weeks) of payroll and payroll related expenses and higher legal and professional fees as a result the Standby Purchaser purchases 3,333,333 shares of common stock), must submit additional information to the Company in connection with the exercise of such stockholder’s basic subscription privilege, and, if applicable, oversubscription privilege, as provided in the subscription exercise materials, so that the board of directors may determine to what extent the exercise of the basic and, if applicable, oversubscription privilege by such stockholder would result in a change in such stockholder’s percentage ownership interest in the ~~fiscal year and~~Company.

As of May 30, 2015, we had U.S. federal NOLs, totaling approximately $208.7 million. The benefit of our NOLs can be reduced or eliminated under Section 382 of the ~~proposed, but subsequently abandoned, "Going Private" transaction. Advertising expense for fiscal 1996 increased~~United States Internal Revenue Code, as amended, or the Code, if we experience an “ownership change,” as defined in Section 382 of the Code. An ownership change can occur through one or more acquisitions of our stock by which certain stockholders or groups of stockholders increase their ownership of our stock, within the meaning of Section 382, by more than 50 percentage points in the aggregate within a three-year period.

The board of directors intends to ~~$5,905,000 (1.8% as a percentage~~waive the applicability of ~~net sales), as compared to $5,069,000 (1.6% as a percentage~~the foregoing provisions of ~~net sales) for fiscal 1994, resulting from an additional expenditure for direct marketing. As a percentage~~the Company’s certificate of ~~net sales, occupancy expenses were 3.7%~~incorporation in fiscal 1996 and fiscal 1994. Income before income taxes for fiscal 1996 was $17,645,000 (5.3% as a percentage of net sales), as compared to $14,370,000 (4.4% as a percentage of net sales) for fiscal 1994. This increase reflects higher gross profit, offset by an increase in selling, general and administrative expenses as well as occupancy expenses and the special charges as discussed above. In the fiscal year ended March 2, 1996 the effective income tax rate increased to 41.0% from 40.9% in fiscal 1994. LIQUIDITY AND CAPITAL RESOURCES Working capital at August 30, 1997 was $84,102,000, an increase of $13,677,000 from $70,425,000 at August 31, 1996, and the ratio of current assets to current liabilities improved to 2.20 to 1 as compared to 1.94 to 1 at August 31, 1996. Working capital at March 1, 1997 was $78,228,000, an increase of $2,707,000 from March 2, 1996, and the ratio of current assets to current liabilities decreased to 2.40 to 1 as compared to 2.48 to 1 at March 2, 1996. 13 Working capital at March 2, 1996 was $75,521,000, an increase of $15,603,000 from December 31, 1994. The ratio of current assets to current liabilities improved to 2.48 to 1 at March 2, 1996 as compared to 2.32 to 1 at December 31, 1994. Net cash used by operating activities totaled $2,343,000 for the twenty-six weeks ended August 30, 1997, a decrease of $10,217,000, as compared to $7,874,000 provided by operating activities for the twenty-six weeks ended August 31, 1996. Net income for 1997 amounted to $7,496,000 as compared to $4,822,000 in 1996, an increase of $2,674,000. In the twenty-six week period ended August 30, 1997, net cash used in operating activities was mainly used to increase inventory by $16,528,000, offset by an increase in accounts payable of $8,432,000. Net cash provided by operating activities totaled $15,573,000 for the fiscal year ended March 1, 1997 and increased by $4,437,000 compared to $11,136,000 for the fiscal year ended March 2, 1996. Net income for fiscal 1997 amounted to $19,065,000 compared to $10,411,000 in fiscal 1996, an increase of $8,654,000. In the period ended March 1, 1997, cash provided by operating activities was mainly used to increase inventory by $9,586,000. Net cash provided by operating activities totaled $11,136,000 in fiscal 1996 compared to $12,936,000 in fiscal 1994. Net income for fiscal 1996 amounted to $10,411,000 compared to $8,491,000 in fiscal 1994, an increase of $1,920,000. In fiscal 1996, merchandise inventories increased by $2,694,000 and accounts payable decreased $4,721,000. Net cash used in investing activities was $6,781,000 and $12,672,000 for the twenty-six weeks ended August 30, 1997 and August 31, 1996, respectively. The higher expenditures in 1996 were the result of costs associatedconnection with the ~~opening~~exercise by any holder of ~~the Company's store on Park Avenue in New York City~~its basic and, ~~with the 40,000 square-foot addition~~if applicable, oversubscription rights, to the ~~Company's distribution center in Secaucus, New Jersey. Net cash used in investing activities was $21,644,000 for~~extent that the ~~fiscal year ended March 1, 1997. Net cash used in investing activities was $4,452,000 in fiscal 1996 compared to $14,488,000 in fiscal 1994. Purchases~~exercise of property and equipment totaled $21,709,000, $4,777,000 and $14,591,000 for the fiscal years ended March 1, 1997, March 2, 1996 and December 31, 1994, respectively. Net cash provided by financing activities was $8,983,000 for the twenty-six weeks ended August 30, 1997, compared to $6,738,000 in fiscal 1996. Both increases resulted from an increase in revolving line of credit borrowings amounting to $8,450,000 in 1997 and $6,900,000 in fiscal 1996. At August 30, 1997 and August 31, 1996, the Company had net borrowings of $13,400,000 and $6,900,000, respectively, under its revolving credit agreement. Net cash provided by financing activities was $4,611,000 for the fiscal year ended March 1, 1997, resulting for the most part from the $4,950,000 in short term borrowings. Net cash used in financing activities was $2,337,000 in fiscal 1996. Net cash provided by financing activities was $911,000 in fiscal 1994. The Company paid cash dividends of $0.10 per share in fiscal 1994, which totaled $1,769,000. The Company had net borrowings of $2,900,000 in fiscal 1994. The Company has a revolving credit agreement with a bank for a line of credit not to exceed $40,000,000 through December 1, 1997. At December 1, 1997 the Company has the option to reduce this commitment to zero or convert the revolving credit agreement to a term loan with a maturity date of December 1, 2000. The Company anticipates it will renew this facility for another three years for the same amount and the same terms, conditions and covenants. Except for funds provided from this credit agreement, the Company has satisfied its operating and capital expenditure requirements, including those for the opening and expansion of stores, from internally generated funds. For the twenty-six weeks ended August 30, 1997, average borrowings under the revolving credit agreement were $3,818,000 with a weighted average interest rate of 6.26%. For the twenty-six weeks ended August 31, 1996, average borrowings under the revolving credit agreement were $1,214,000 with a weighted average interest rate of 6.40%. For the fiscal year ended March 1, 1997, under the revolving credit agreement, the borrowings peaked at $21,450,000 and the average amount of borrowings was $4,122,000 with a weighted average interest rate of 5.97%. For the fiscal year ended March 2, 1996, under the revolving credit agreement, the average amount of borrowings was $3,500,000 with a weighted average interest rate of 7.3%. For the fiscal year ending December 31, 1994, under the revolving credit agreement, the average amount of borrowings was $6,800,000 with a weighted average interest rate of 5.2%. The Company has planned capital expenditures of approximately $12,000,000 for the fiscal year ended February 28, 1998, which includes plans to open one new store, and to relocate one store from a leased location to a Company built store. Through the twenty-six week period ended August 30, 1997, the Company has incurred $6,792,000 of capital expenditures relating to the $12,000,000. 14 Management believes that existing cash, internally generated funds, trade credit and funds available from the revolving credit agreement will be sufficient for working capital and capital expenditure requirements for the fiscal year ending March 1, 1999. SEASONALITY Like most retailers, the Company's business is subject to seasonal fluctuations. Historically, over 28% of the Company's net sales and approximately 45% of its net earnings have been generated during the third quarter. Because of the seasonality of the Company's business, results for any quarter are not necessarily indicative of the results that may be achieved for the full fiscal year. RECENT ACCOUNTING PRONOUNCEMENTS In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS No. 128"), which is effective for the Company for its current fiscal year, which will end February 28, 1998. SFAS No. 128 simplifies the standards for computing earnings per share previously found in Accounting Principles Board Opinion No. 15 and establishes new standards for computing and presenting earnings per share. Application of SFAS No. 128such rights is not expected to have a ~~significant effect~~material impact on the ~~Company's earnings per share. IMPACT OF INFLATION AND CHANGING PRICES Although the Company cannot accurately determine the precise effect of inflation on~~Company’s ability to utilize its ~~operations, it does not believe inflation has had a material effect on sales or results of operations. 15~~ BUSINESS GENERAL Syms operates a chain of forty off-price retail apparel stores located throughout the Northeastern and middle Atlantic regions and in the Midwest, Southeast and Southwest. The Company's stores feature a wide selection of first quality, in-season merchandise, bearing nationally-recognized designer or brand name labels, all of which is offered at prices substantially below those generally found in department and specialty stores. The Company's merchandise consists principally of men's tailored clothing and haberdashery and women's dresses, suits, separates and accessories. MERCHANDISING The Company believes that it offers more designer and brand name merchandise in more styles, sizes and price points than any other off-price retailer. At present, more than 99% of the Company's net sales are generated by the sale of designer and brand name merchandise. Syms merchandising focus is predominantly directed toward middle- and upper-income, fashion-minded and price conscious shoppers and is symbolized by its widely-recognized slogan: "An Educated Consumer is Our Best Customer." For the year ended March 1, 1997 and the twenty-six weeks ended August 30, 1997, net sales were generated by the following principal merchandise categories: TWENTY-SIX YEAR ENDED WEEKS ENDED MARCH 1, 1997 AUGUST 30, 1997 ------------- --------------- (PERCENTAGE OF NET SALES) Men's tailored clothing and haberdashery ... 54% 55% Women's dresses, suits, separates and accessories .............................. 31 30 Shoes ...................................... 7 8 Children's wear ............................ 6 5 Luggage .................................... 2 2 --- --- 100% 100% === === The Company's merchandise assortment for men's tailored clothing and haberdashery features a wide selection of business attire (suits, jackets, shirts and ties), casual wear (slacks, shorts, polo-style shirts, sweaters and activewear), formal wear (tuxedos and related furnishings), accessories (underwear, socks, belts, gloves and scarves), outerwear and shoes. Men's tailored clothing (suits, tuxedos, sportscoats and dress slacks) represents the largest percentage of the Company's net sales. The Company maintains between 4,500 and 10,000 suits in each store, depending on store size, in a full array of sizes. The Company believes that the typical Syms store offers a greater number and assortment of men's suits, in a wider range of sizes, than any other store in the United States. Recognizing the trend toward casual dressing in the workplace, the Company has expanded its selection of men's casual sportswear and carries a broad selection of designer and brand name sportswear. Women's clothing is the Company's second largest merchandise category. The Company's selection of women's apparel includes dresses (evening and day), suits, pantsuits, separates, corporate casual, weekend wear, activewear, loungewear, intimate apparel, shoes and accessories. The Company makes a special effort to carry a broad range of sizes, including both petites up to size 12 and womens up to size 24. The Company's line of children's merchandise ranges from infant through early teens and includes tailored clothing, casual apparel, shoes and sneakers. In addition, the Company offers designer and brand name luggage, as well as wallets, handbags and briefcases. VENDOR RELATIONSHIPS AND PURCHASING The Company purchases first-quality, in-season, designer and brand name merchandise directly from manufacturers at prices below those generally paid by department and specialty stores. Syms estimates that approximately 200 brand names and designer labels are represented in its stores at any time. During fiscal 1997, the Company purchased merchandise from approximately 1,200 vendors, and no single brand name or designer label accounted for more than 4.3% of total purchases. The Company has enjoyed longstanding relationships with many of its vendors, some of which have been selling merchandise to the Company for as long as 30 years. The Company believes that these relationships have contributed to a continuity of buying opportunities for first-quality, in-season merchandise. Syms is able to obtain its merchandise at advantageous prices because it is viewed by its vendors as an 16 effective and dependable channel for reducing their excess inventories without compromising brand image. The Company does not request advertising allowances, avoids merchandise returns (except for damaged or nonconforming goods) and buys in large volumes. Except for purchase order contracts, the Company has no written agreements with its vendors. Although Syms typically does not maintain large out-of-season inventories, the Company occasionally makes opportunistic purchases of certain items of basic clothing, which do not change in style from year to year, for storage until the next appropriate selling season. Purchasing is performed by a staff of twelve buyers and seven assistant buyers in conjunction with various merchandise managers. Individual store allocations areNOLs. Such determination will be made by the ~~Company's buying staff. Buyers are typically former store employees with~~board of directors, in its discretion, as promptly as practicable following the expiration of the rights offering and the Company’s receipt of all requested information related to the exercise by each holder of its basic and, if applicable, oversubscription privilege, and the effect of such exercise on the Company’s ability to utilize its NOLs, and may result in some or all of a ~~strong understanding~~holder’s subscription being reduced or rejected. If some or all of ~~Syms customers' needs and are highly disciplined with respect~~a holder’s subscription is reduced or rejected, then the applicable subscription price will be returned to ~~margin requirements and quantity limitations. The Company's buying staff has, on average, 15 years of experience in~~ the ~~apparel industry and seven years with the Company.~~ holder as promptly as practicable.

In addition, ~~to the buying staff,~~although the Company ~~has two representatives in Europe who are responsible for identifying European buying opportunities. The Company's buyers make buying trips~~currently believes this is unlikely to ~~Europe twice a year. PRICING The Company's pricing strategy is~~occur, the board of directors reserves the right to ~~enhance customer value by offering everyday low prices, which are generally 40% to 60% below those offered at department and specialty stores. In addition,~~reduce the Company also offers "dividend" (in-store, unadvertised promotion) prices that reflect further reductions on various types of merchandise. Merchandise is offered over a wide range of price points, which contrasts distinctly with the merchandising approach of many department and specialty stores. The Company affixes a ticket to each item displaying Syms selling price as well as the price the Company believes to be the nationally advertised price (typically double thatsize of the ~~true wholesale price) of that item at department~~ rights offering and/or ~~specialty stores. All garments carry~~ the manufacturer's brand name or designer label. Because women's dresses are subject to considerable style fluctuation, Syms has long utilized a ten-day automatic markdown pricing policy to promote sales of certain dresses. Women's dresses represent approximately 4.8% of net sales. The Company's ability to offer its merchandise at everyday low prices is strengthened by its attention to minimizing operating costs. Syms stores are low maintenance, functional facilities that are designed to maximize selling space and contain overhead. The Company's ownership of 21 of its forty stores enables it to reduce its overall occupancy costs. The Company's incentive compensation program encourages store managers to maintain low payrolls. The efficient implementation and management of the Company's advertising program, primarily radio and television, has resulted in a ratio of advertising expenditures to net sales that is below that of the industry as a whole. MARKETING AND ADVERTISING In 1974, the Company became one of the first clothing retailers to advertise on television. The original commercials featured the Company's founder, Sy Syms. In 1979, Mr. Syms' daughter, Marcy, currently President and Chief Operating Officer, joined her father in the Company's television commercials. In 1997, Mr. Syms' son, Stephen, a Vice President of the Company and its Merchandise Manager -- Men's Tailored Clothing and Shoes, also began appearing in Syms television commercials. The Company believes that the appearance of members of the Syms family in the Company's commercials has been an effective marketing practice and personalizes the Company to its customers. As a result of the Company's extensive use of television advertising, its slogan - -- "An Educated Consumer is our Best Customer" -- is one of the best known in the retail apparel industry. In addition to television, the Company has historically advertised on radio and, more recently, has begun advertising in print media as well as by direct mail to its Syms credit card customer base. The Company occasionally makes special offers in mailings to holders of the Syms credit card and to others who have used national credit cards at Syms stores within the previous six months. As part of its marketing and advertising effort, Syms has historically sponsored programs on public television and charitable events in the communities in which it does business. The Company generally budgets approximately 1.9% of net sales (equal to $6.6 million in fiscal 1997), for advertising, but allocates as much as 4.0% of net sales to advertising for stores in new markets and second stores in existing markets. The Company does not advertise the brand names of its merchandise. Management believes that the Company enjoys substantial word-of-mouth publicity from its customer base, and that this publicity accounts for a significant portion of the Company's new customers in markets where the Company has existing stores. The Company accepts as a form of payment from its customers cash, checks, national credit cards and its own Syms credit card. At September 30, 1997 there were approximately 324,000 holders of the Syms credit card. 17 During fiscal 1997, the Syms credit card accounted for approximately $60.3 million, or 17.4%, of the Company's net sales. Syms credit card receivables are sold on a non-recourse basis to a third party at a negotiated discount. In lieu of cash refunds, the Company issues credits toward the Syms credit card or store credits that may be used toward the purchase of other merchandise. Merchandise purchased from the Company may be returned within a reasonable amount of time. CUSTOMER SERVICE The Company believes that it is distinguished among off-price retailers for its attentive customer service. The Company's sales associates assist customers with merchandise selection, including correct sizing. The Company's sales associates are called "Educators" because their role is to educate customers about the merchandise. Upon joining the Company, each Educator participates in a Company-developed training program. In addition to a higher level of customer service, the Company also offers certain other amenities not typically found in off-price stores, such as individual fitting rooms for women and in-store alterations for both men and women. The Company also offers Syms credit card customers a 10% discount on their initial purchase using the card and a more favorable return policy than it offers to holders of other credit cards. The Company believes that, as discounting has become more common, the Company's customer service and other amenities have become increasingly important factors in distinguishing the Company from its off-price competitors. STORE LAYOUT AND OPERATIONS The Company's store format and merchandise presentation are designed to emphasize its focus on everyday low prices and exceptional value. However, the Company seeks to project itself as the off-price equivalent of an upscale specialty store. In general, Syms stores are designed to convey the impression of three specialty stores in one building: a men's specialty store, a women's specialty store and a children's specialty store. The Company has designed its stores to allow customers to select and purchase apparel with ease and convenience. Each merchandise category is clearly displayed and organized by type and size on conveniently arranged racks or counters. Large tickets, each with a color corresponding to a specific size (for example, yellow always indicates women's size 8), are attached to each piece of merchandise, allowing customers to determine sizes from a distance. Unlike other off-price retailers, the Company does not use printed price tags on its men's suits, relying instead on handwritten price tickets, which it believes are a more personalized way of presenting its suits to its customers. In general, no emphasis is placed on any particular brand or label. All Syms stores are low maintenance, simple and functional facilities designed to maximize selling space and contain overhead costs. Store layouts are flexible so that product groupings can be easily moved or expanded. As the Company is committed to maintaining virtually all of its in-store inventory on the selling floor, its stores do not require significant storage space. The Company considers the ideal selling space of its stores to range from 35,000 to 55,000 square feet. More than 70% of Syms suburban stores are "free standing." Syms stores are usually located near a major highway or thoroughfare in suburban areas populated by at least one million people and are readily accessible to customers by automobile. Approximately 30 to 100 persons, consisting mostly of Educators, are employed at each Syms store, depending upon store size and season. All Syms stores are directly managed and operated by the Company. Each store has a management team that consists of a store manager, two first assistant store managers, two second assistant store managers and three department managers, and is staffed by a core group of Educators during non-peak hours, with additional Educators added as needed at peak hours. The various managers and Educators perform all store operations, from receiving and processing merchandise and arranging it for display to assisting customers. Each store manager reports to a District Manager who, in turn, reports directly to the Company's senior management. The Company currently employs five District Managers. District Managers typically visit each store at least once every ten days to review merchandise quantities and presentation, staff training and personnel performance, expense control, security, cleanliness and adherence to Company operating procedures. District Managers are also responsible for monitoring store payrolls. Under the Company's "Management by Objective" program, members of each store's management team are evaluated and are eligible to receive additional compensation based upon the store's success in meeting certain gross sales and payroll budgeting goals. A typical Syms store is open seven days a week, eleven hours on weekdays, nine hours on Saturdays and six hours on Sundays. Each store has security personnel on premises during business hours and uses an electronic security system after business hours. The Company has installed electronic sensor devices in each store to detect and deter theft of merchandise. 18 ~~STORE LOCATIONS The following table sets forth, as of the date hereof, the location, selling square footage and ownership status of each of the Company's forty stores:~~

In addition to the selling space indicated, each store contains between approximately 2,000 and 14,000 square feet for receiving, inspecting, holding and ticketing merchandise and other personnel and administrative functions. Store leases provide for a base rental of between approximately $2.50 and $34.00 per square foot. In addition, under the "net" terms of all of the leases, the Company pays maintenance expenses, real estate taxes and other charges. Four of the Company's leased stores have a percentage of sales rental as well as a fixed minimum rent. Rental payments for Syms leased stores aggregated $5,868,000 for the fiscal year ended March 1, 1997. The Company owns a distribution center, located in Secaucus, New Jersey. The facility contains approximately 277,000 square feet of warehouse and distribution space, 34,000 square feet of office space and 29,000 square feet of retail selling space. 19 EXPANSION PROGRAM The Company has recently embarked on a five-year, 19 store expansion program intended to increase its penetration of certain markets in which it currently has a retailing presence and to enter new markets in Los Angeles, San Francisco, Seattle and Toronto that it does not currently serve. Each of these new markets includes a population of more than two million persons, high income demographics and significant consumer awareness of designer and brand name labels. In addition, the Company believes that it possesses a high level of name recognition in Toronto because it has advertised for twenty years in nearby Buffalo. It is the Company's goal to have at least two stores in each market that it currently serves with a population greater than two million. Accordingly, the Company plans to open a second store in suburban Atlanta in November 1997 and a second store in suburban Detroit in June 1998. Additional suburban stores are planned for Baltimore, Houston, Miami and New York. The Company also plans to open center-city stores in Boston, Chicago and Washington, D.C., where it currently has only a suburban presence. MANAGEMENT INFORMATION SYSTEMS The Company has implemented a merchandise control system that tracks product inventory in approximately 750 categories from its arrival at the distribution center to its ultimate sale at the Company's stores. Information is electronically transmitted daily to the Company's database at its headquarters, where executives can obtain detailed reports on demand regarding sales and inventory levels (in units and dollars) on a store-by-store basis. The Company's merchandise control system enhances management's ability to make informed buying decisions and to respond to unexpected increases or decreases in demand for a particular item. The inventory management system is capable of reporting product information, such as style, fabric, vendor lot, model number, size and color, and enables management to distribute merchandise on a store-by-store basis, utilizing geographical selling trends. The Company believes that its present management information systems can support substantially expanded operations without significant additional capital investment. 20 MANAGEMENT DIRECTORS AND EXECUTIVE OFFICERS The directors and executive officers of the Company are as follows: NAME AGE TITLE ---- --- ----- Sy Syms 71 Chairman of the Board, Chief Executive Officer and a Director of the Company Marcy Syms 46 President, Chief Operating Officer and a Director of the Company Antone F. Moreira 61 Vice President, Treasurer, Chief Financial Officer and a Director of the Company Stephen A. Merns 44 Vice President, Secretary, Merchandise Manager--Men's Tailored Clothing and Shoes and a Director of the Company Wilbur L. Ross, Jr. 59 Director of the Company Harvey A. Weinberg 60 Director of the Company Philip G. Barach 67 Director of the Company David A. Messer 36 Director of the Company The members of the Company's Board of Directors hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. Executive officers are elected annually by the Board of Directors of the Company and serve at the pleasure of the Board. Marcy Syms and Stephen A. Merns are the children of Sy Syms. There are no other family relationships between any directors or executive officers of the Company. SY SYMS has been Chairman of the Board, Chief Executive Officer and a Director of the Company (including its predecessors) since 1959. Mr. Syms has been a Director of Israel Discount Bank of New York since December 1991. MARCY SYMS has been President and a Director of the Company since 1983, Chief Operating Officer of the Company (including its predecessors) since 1984. ANTONE F. MOREIRA has been Vice President, Treasurer and Chief Financial Officer of the Company since May 1997. From 1996 to May 1997 Mr. Moreira was a financial consultant with Equitable Life Assurance Society of the United States, a financial services organization. From 1990 to 1995, Mr. Moreira was Executive Vice President, Chief Financial Officer of Stuarts Department Stores, Inc., a regional discount department store chain operating in New England. STEPHEN A. MERNS has been Vice President, Secretary and Merchandise Manager - -- Men's Tailored Clothing and Shoes of the Company since January 1, 1986. He was Vice President and a buyer of men's haberdashery of Syms Inc. from 1980 through 1985 and Secretary of Syms Inc. from 1983 through 1985. He has been a Director of the Company since July 1996. WILBUR L. ROSS, JR. has been a Managing Director of Rothschild Inc. since 1976. He is a member of the Board of Directors of Mego Corp. He has been a director of the Company since 1983. HARVEY A. WEINBERG has been a consultant since April 1994. From April 1992 to April 1994 he was President and Chief Executive Officer of HSSI, Inc., a retailer of men's and women's apparel. From 1987 to September 1990 he was Chief Executive Officer and Vice Chairman of the Board of Directors of Hartmarx Corporation and from 1990 to September 1992 served as Chairman of the Board of Hartmarx Corporation. He is a trustee of Glimcher Realty Trust (a real estate investment trust). He has been a Director of the Company since December 1992. During 1994 HSSI, Inc. filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division. 21 PHILIP G. BARACH has been a consultant since March 1993. From 1968 to March 1993 he was Chairman of the Board or Chairman of the Board, President and Chief Executive Officer of the United States Shoe Corp. (manufacturer and retailer of footwear, apparel and eyewear). He is a member of the Board of Directors of Bernard Chaus, Inc. (manufacturer of women's apparel), Glimcher Realty Trust (a real estate investment trust), R.G. Barry Corp. (manufacturer of foldable slippers and heat/cold preservation products) and Union Central Insurance Co. (life insurance). He has been a Director of the Company since July 1996. DAVID A. MESSER has been President of AIG Trading Corporation, a subsidiary of American International Group, Inc. (New York Stock Exchange: AIG), since January 1994. Prior to January 1994, Mr. Messer was a Senior Vice President of AIG Trading Corporation, where he has been employed since March 1990. He has been a Director of the Company since July 1996. PRINCIPAL AND SELLING STOCKHOLDERS Of the 3,500,000 shares of Common Stock offered hereby, 2,500,000 shares will be sold by the Sy Syms Foundation and 1,000,000 shares will be sold by Mr. Syms. In addition, Mr. Syms, Marcy Syms and Stephen A. Merns have granted to the Underwriters an option to purchase an aggregate of up to 525,000 additional shares of Common Stock solely to cover over-allotments. (See "Underwriting.") As of the date hereof, the Sy Syms Foundation owned 2,500,000 shares of Common Stock, Mr. Syms owned 7,052,145 shares and other members of the Syms family, including Marcy Syms and Stephen A. Merns, owned 2,991,909 shares, representing in the aggregate approximately 70.4% of the outstanding Common Stock. In addition, certain members of the Syms family have currently exercisable options to purchase up to 129,000 shares of the Company's Common Stock. After completion of this offering (assuming the Underwriters' over-allotment option is not exercised), Mr. Syms will own 6,052,145 shares, representing, together with shares owned by other members of the Syms family, approximately 50.8% of the outstanding Common Stock. If the Underwriters' over-allotment option is exercised in full, Mr. Syms will own 5,707,145 shares, and the percentage of the Company's outstanding Common Stock owned in the aggregate by the Syms family will be reduced to 47.8%. In addition, at October 22, 1997, 1,226,647 shares (representing 6.9% of the outstanding Common Stock) were owned by Tweedy, Browne Company, L.P., a private investment partnership. DESCRIPTION OF CAPITAL STOCK COMMON STOCK The Company is authorized to issue 30,000,000 shares of Common Stock. Subject to any preferences, limitations and relative rights that may be fixed for any series of Preferred Stock that may be issued as described below, the holders of Common Stock of the Company are entitled, among other things, (1) to share ratably in dividends if, when, and as declared by the Board of Directors out of funds legally available therefor (see "Dividends"), (2) to one vote per share at all meetings of stockholders, and (3) in the event of liquidation, to share ratably in the distribution of assets remaining after payment of debts, expenses and the liquidation preference of any outstanding shares of Preferred Stock. Holders of shares of Common Stock have no cumulative voting rights or pre-emptive rights to subscribe for or purchase any additional shares of capital stock issued by the Company. The Company's Certificate of Incorporation provides that the affirmative vote of holders of 70% of the outstanding shares of Common Stock are required to effect or validate any merger or consolidation of the Company with or into any other corporation, any sale or lease of all or any substantial part of the assets of the Company or any sale or lease to the Company of assets (having an aggregate fair market value in excess of $1,000,000) in exchange for voting securities (or rights to acquire voting securities or securities convertible into voting securities) of the Company, except where the merger or similar transaction with another corporation has been approved by a 75% vote of the entire Board of Directors of the Company or where the Company owns a majority of every class of voting stock of such other corporation. The affirmative vote of a majority of the outstanding shares of Common Stock is required to amend the foregoing provisions of the Certificate of Incorporation. The Company's Certificate of Incorporation provides that the affirmative vote of a majority of the outstanding shares of Common Stock is sufficient to effect the removal of a director with or without cause, and similar action by a majority of the Board of Directors is sufficient to effect the 22 removal of a director with cause. Such provisions could be utilized, under certain circumstances, as a method of preventing a takeover of the Company. American Stock Transfer & Trust Company is the Transfer Agent and Registrar for the Common Stock. PREFERRED STOCK The Board of Directors is authorized to issue 1,000,000 shares of Preferred Stock, par value $100, without further action by the stockholders, in one or more series and to fix as to any such series the dividend rate, redemption prices, preferences on liquidation or dissolution, sinking fund terms, if any, conversion rights, voting rights and any other preference or special rights and qualifications. Shares of Preferred Stock issued by the Board of Directors could be utilized, under certain circumstances, as a method of preventing a takeover of the Company. As of the date of this Prospectus, the Board of Directors has not authorized any series of Preferred Stock. There are no agreements or understandings for the issuances of any shares of Preferred Stock. ANTI-TAKEOVER PROVISIONS The Company is governed by the provisions of Section 14A: 10A-1 et seq., the New Jersey Shareholders Protection Act (the "New Jersey Act"), of the New Jersey Business Corporation Act, an anti-takeover law. In general, the statute prohibits a publicly-held New Jersey corporation from engaging in a "business combination" with an "interested shareholder" for a period of five years after the date of the transaction in which the person became an interested shareholder, unless the business combination is approved in a prescribed manner. A "business combination" includes mergers, asset sales and other transactions resulting in a financial benefit to the interested shareholder. An "interested shareholder" is a person who, together with affiliates and associates, owns (or within three years, did own) 10% or more of the corporation's voting stock. After the five-year waiting period has elapsed, a business combination between a corporation and an interested shareholder will be prohibited unless the business combination is approved by the holders of at least two-thirds of the voting stock not beneficially owned by the interested shareholder, or unless the business combination satisfies the New Jersey Act. The New Jersey Act's fair price provision is intended to provide that all shareholders (other than the interested shareholders) receive a fair price for their shares. SHARES ELIGIBLE FOR FUTURE SALE Upon completion of this offering, the Company will have 17,807,890 shares of Common Stock outstanding. All of the shares to be sold in the offering will be freely tradeable without restrictions or further registration under the Securities Act, unless purchased by an "affiliate" of the Company (as that term is defined in Rule 144 adopted under the Securities Act ("Rule 144")), in which case such shares would be subject to the resale limitations of Rule 144. None of the outstanding shares of Common Stock to be beneficially owned by the Syms family following this offering may be publicly sold in the absence of an effective registration statement under the Securities Act, other than in accordance with Rule 144 or another exemption from registration. In general, under Rule 144, a person (or persons whose shares are required to be aggregated) who has beneficially owned shares of Common Stock for at least one year, including a person who may be deemed an "affiliate," is entitled to sell, within any three-month period, a number of shares that does not exceed the greater of one percent of the total number of shares of the class of stock sold or the average weekly reported trading volume of the class of stock being sold or the average weekly reported trading volume of the class of stock being sold during the four calendar weeks preceding such sale. A person who is not deemed an "affiliate" of the Company at any time during the three months preceding a sale and who has beneficially owned shares for at least two years is entitled to sell such shares under Rule 144 without regard to the volume limitations described above. As defined in Rule 144, an "affiliate" of an issuer is a person that directly or indirectly through the use of one or more intermediaries controls, is controlled by, or is under common control with, such issuer. The foregoing summary of Rule 144 is not intended to be a complete description thereof. Although the Common Stock has been listed on the New York Stock Exchange since September 1983, trading in the Common Stock has been limited. In major part, this has been a result of the relatively small percentage of the outstanding stock in public hands. The Company is unable to predict the effect that sales made under Rule 144, pursuant to future registration statements, or otherwise, may have on the market price of the Common Stock prevailing from time to time. Nevertheless, sales of a substantial amount of Common Stock by the Syms family in the public market, or the 23 perception that such sales could occur, could adversely affect prevailing market prices. See "Underwriting" for a discussion of certain contractual restrictions on resales of the Common Stock by the Syms family. The Company has granted options to purchase 381,500 shares of Common Stock to certain officers, directors and employees of the Companyissuable pursuant to the Company's stock option plan and an additional 458,000shares are available for future grant thereunder. As of October 17, 1997, options with respect to approximately 301,500 shares were exercisable and options with respect to 80,000 shares were subject to vesting provisions. UNDERWRITING The Underwriters named below, acting through their representatives, Bear, Stearns & Co. Inc. and Salomon Brothers Inc (the "Representatives"), have severally agreed,Investment Agreement, subject to the terms and conditions of the ~~Underwriting~~Investment Agreement, ~~(the form~~if the board of ~~which has been filed~~directors determines such reduction is advisable to protect the Company’s ability to utilize its NOLs. In making such determination, the board of directors and the Company’s tax advisors will evaluate such factors as they deem reasonable and appropriate, including, among others, the need for the Company to maintain an ~~exhibit~~appropriate “cushion”, determined by the Company at its discretion in consultation with its tax advisors, to protect against experiencing an “ownership change” within the meaning of Section 382 of the Code. If the Company determines to reduce the number of shares issued and sold pursuant to the ~~Registration Statement~~rights offering and/or the Investment Agreement, it will attempt to do so, as nearly as may be practicable, in the following order of ~~which this Prospectus is a part),~~priority: (A)first, to ~~purchase from~~reduce the ~~Sy Syms Foundation and Sy Syms (collectively, with Marcy Syms and Stephen A. Merns, the "Selling Stockholders") the numbers~~number of shares of Common Stock set forth opposite their respective names below: NUMBER OF UNDERWRITERS SHARES ------------ --------- Bear, Stearns & Co. Inc. .......................... Salomon Brothers Inc .............................. --------- Total .......................................... 3,500,000 ========= The nature ofthat would be otherwise issuable under validly exercised rights pursuant to the ~~obligations of~~oversubscription privilege;provided, that the ~~Underwriters is such that they must purchase all~~application of such ~~shares if any are purchased. Those obligations are subject, however,~~reduction may be different with respect to ~~various conditions, including the approval~~different holders of certain matters by counsel. The Representatives have advised the Company and the Selling Stockholders that the Underwriters propose to offer the Common Stock to the public initially at the offering price set forthrights, depending on the ~~cover page~~circumstances; (B)second,to reduce the number of ~~this Prospectus and~~shares purchased by the Standby Purchaser pursuant to certain dealers at such price less a concession not to exceed $____ per share. The Underwriters may allow, and such dealers may reallow, a concession to certain other dealers not to exceed $___ per share. After the commencement of the offering, the public offering price and concessions may be changed. Sy Syms, Marcy Syms and Stephen A. Merns have granted to the Underwriters an optionits backstop commitment to purchase up to ~~an aggregate~~a maximum of ~~525,000 additional~~3,333,333 shares less the number of shares purchased by the Standby Purchaser in the rights offering, but not below the Minimum Allocation; (C)third, to reduce the number of shares that would be otherwise issuable under validly exercised rights pursuant to the basic subscription privilege;provided, that the application of such reduction may be different with respect to different holders of rights, depending on the circumstances; and (D)fourth, to reduce the number of shares that would be otherwise issuable pursuant to the Minimum Allocation;provided, that prior to any such reduction with respect to shares issuable to the Standby Purchaser, the Company will consult with the Standby Purchaser and consider any reasonable suggestions from the Standby Purchaser regarding the reduction of such shares otherwise issuable to the Standby Purchaser.

In addition, we will not be required to issue to you shares of ~~Common Stock~~our common stock pursuant to the rights offering if, in our opinion, you are required to obtain prior clearance or approval from any state or federal regulatory authorities to own or control the shares and if, at the ~~public~~time the rights offering ~~price~~expires, you have not obtained this clearance or approval.

We have entered into an Investment Agreement with the Standby Purchaser. Pursuant to the Investment Agreement, the Standby Purchaser has agreed to purchase from us, subject to the satisfaction or waiver of certain conditions, including the timely completion of the rights offering, the shares of common stock not subscribed for in the rights offering, up to a maximum of 3,333,333 shares less the ~~underwriting discount~~number of shares purchased by the Standby Purchaser in the rights offering, at a price per share equal to the subscription price of the rights offering. If the number of unsubscribed shares of common stock purchased by the Standby Purchaser pursuant to the Investment Agreement is less than 1,666,667 shares, or the Minimum Allocation, we will issue and sell to the Standby Purchaser a number of shares of common stock equal to the excess of the Minimum Allocation over the number of shares purchased by the Standby Purchaser pursuant to the Investment Agreement, or the Additional Shares. The unsubscribed shares sold to the Standby Purchaser and the Additional Shares, if any, are being offered and sold to the Standby Purchaser in a private placement. The chairman of our board of directors, Alexander Matina, is a representative of the Standby Purchaser. Mr. Matina recused himself from the deliberations by the board of directors regarding the approval of the Investment Agreement.

We have also entered into an agreement with Third Avenue pursuant to which Third Avenue has agreed to exercise all of its rights under its basic subscription privilege in the rights offering, representing 836,841 shares. Third Avenue will also have the right to exercise its oversubscription privilege in its sole discretion.

For more information, see the section entitled “Investment Agreements” of this prospectus.

The exercise of subscription rights is irrevocable and may not be cancelled or modified. You may exercise your subscription rights as follows:

To exercise your subscription privilege, you must properly complete and execute the subscription rights certificate, together with any required signature guarantees, and forward it, together with payment in full of the subscription price for each share of our common stock you are subscribing for, to the subscription agent at the address set forth under “—Subscription Agent” below, on or prior to the ~~cover page~~expiration date.

If you are a beneficial owner of shares that holds your shares through a broker, custodian bank or other nominee, we will ask your broker, custodian bank or other nominee to notify you of the rights offering. If you wish to exercise your subscription rights, you will need to have your broker, custodian bank or other nominee act for you and exercise your subscription rights and deliver all documents and payment on your behalf prior to 5:00 p.m., New York time, on , 2015. If you hold certificates of our common stock directly and would prefer to have your broker, custodian bank or other nominee act for you, you should contact your nominee and request it to effect the transactions for you.

To indicate your decision with respect to your subscription rights, you should complete and return to your broker, custodian bank or other nominee, the form entitled “Beneficial Owners Election Form.” You should receive this ~~Prospectus, solely~~form from your broker, custodian bank or other nominee with the other subscription rights offering materials. You should contact your broker, custodian bank or other nominee if you do not receive this form, but you believe you are entitled to ~~cover over-allotments,~~participate in the rights offering. We are not responsible if ~~any.~~you do not receive the form from your broker, custodian bank or nominee or if you receive it without sufficient time to respond.

Your signature on each subscription rights certificate must be guaranteed by an eligible institution, such as a member firm of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, or a commercial bank or trust company having an office or correspondent in the United States, subject to standards and procedures adopted by the subscription agent, unless:

you are a record holder and your subscription rights certificate provides that shares are to be delivered to you as record holder of those subscription rights; or

you are an eligible institution.

You should read the instruction letter accompanying the subscription rights certificate carefully and strictly follow it.Do not send subscription rights certificates or payments to us. We will not consider your subscription received until the subscription agent has received delivery of a properly completed and duly executed subscription rights certificate and payment of the full subscription amount. The ~~option~~risk of delivery of all documents and payments is borne by you or your nominee, not us or the subscription agent.

The method of delivery of subscription rights certificates and payment of the subscription amount to the subscription agent will be at the risk of the holders of subscription rights. If sent by mail, we recommend that you send those certificates and payments by overnight courier or by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the subscription agent and clearance of payment before the expiration of the subscription period for the rights offering.

We will resolve all questions regarding the validity and form of the exercise of your subscription privileges, including time of receipt and eligibility to participate in the rights offering. Our determination will be final and binding. Once made, subscriptions and directions are irrevocable, and we will not accept any alternative, conditional or contingent subscriptions or directions. We reserve the absolute right to reject any subscriptions or directions not properly submitted or the acceptance of which would be unlawful. You must resolve any irregularities in connection with your subscriptions before the subscription period expires, unless waived by us at our sole discretion. Neither the subscription agent nor we shall be under any duty to notify you or your representative of defects in your subscriptions. A subscription will be considered accepted, subject to our right to cancel the rights offering, only when a properly completed and duly executed subscription rights certificate and any other required documents and payment of the full subscription amount have been received by the subscription agent. Our interpretations of the terms and conditions of the rights offering will be final and binding.

Once you submit the form of subscription rights certificate to exercise any subscription rights, you are not allowed to revoke or change the exercise or request a refund of monies paid. All exercises of subscription rights are irrevocable, even if you learn information about us that you consider to be unfavorable. You should not exercise your subscription rights unless you are certain that you wish to purchase the shares of common stock offered pursuant to this rights offering.

Your payment of the subscription price must be made in U.S. dollars for the full number of shares of common stock you wish to acquire under the subscription privilege by either:

If you hold your rights through a broker, dealer, custodian bank or other nominee, you must deliver the applicable subscription payment and a completed form entitled "Beneficial Owner Election Form (or such other appropriate documents as are provided by your nominee related to your subscription rights) to your nominee in each case, prior to the expiration of the rights offering.

The subscription agent will hold funds received in payment for shares of the common stock in a segregated account pending completion of the rights offering. The subscription agent will hold this money until the rights offering is completed or is cancelled. If the rights offering is cancelled for any reason, we will return this money to subscribers, without interest or penalty, as soon as practicable.

Payment received after the expiration of the rights offering period will not be honored, and, in that case, the subscription agent will return your payment to you, without interest or penalty, as soon as practicable.

If you are paying by uncertified personal check, please note that payment will not be deemed to have been received by the subscription agent until the check has cleared, which could take at least five or more business days to clear. If you wish to pay the subscription price by uncertified personal check, we urge you to make payment sufficiently in advance of the time the rights offering expires to ensure that your payment is received by the subscription agent and clears by the rights offering expiration date. We urge you to consider using a bank draft or U.S. postal money order.

If you do not indicate the number of basic and, if applicable, oversubscription rights being exercised or complete the other required information, or do not forward full payment of the total subscription price payment for the number of subscription rights that you indicate are being exercised, then you will be deemed to have exercised your subscription rights with respect to the maximum number of subscription rights that may be exercised ~~at any time within~~with the aggregate subscription price payment you delivered to the subscription agent. If we do not apply your full subscription price payment to your purchase of shares of our common stock, we or the subscription agent will return the excess amount to you by mail, without interest or penalty, as soon as practicable after the expiration date of the rights offering.

Generally, we may not cancel or terminate the rights offering, nor may we amend the terms of the rights offering without the consent of the Standby Purchaser or Third Avenue. However, the period for exercising your subscription rights may be extended by our board of directors in its reasonable discretion; provided that, pursuant to the Investment Agreement, the expiration date of the rights offering may not be extended by more than 30 days after the date of this Prospectus. To the extent that the option is exercised, the Underwriters will be severally committed, subject to certain conditions, to purchase the additional shares in proportion to their respective purchase commitments as indicated in the preceding table. Of the shares subject to such option, 345,000 are owned by Sy Syms, 50,000 are owned by Marcy Syms and 130,000 are owned by Stephen A. Merns. The Company, the Selling Stockholders and the Company's directors and executive officers have agreed that, for a period of 90 days following the date of this Prospectus, they will not, without the prior written consent of ~~Bear, Stearns & Co. Inc., directly~~the Standby Purchaser or ~~indirectly offer~~Third Avenue. Our board of directors does not currently intend to extend the expiration of the rights offering.

If we cancel the rights offering, in whole or ~~agree~~in part, all affected subscription rights will expire without value, and all subscription payments received by the subscription agent will be returned, without interest or penalty, as soon as practicable. If we cancel the rights offering, we will issue a press release notifying stockholders of the cancellation.

If you are a broker, custodian bank or other nominee holder that holds shares of our common stock for the account of others on the rights offering record date, you should notify the respective beneficial owners of such shares of the rights offering as soon as possible to learn their intentions with respect to exercising their subscription rights. You should obtain instructions from the beneficial owner with respect to their subscription rights, as set forth in the instructions we have provided to you for your distribution to beneficial owners. If the beneficial owner so instructs, you should complete the appropriate subscription rights certificates and submit them to the subscription agent with the proper payment. If you hold shares of our common stock for the account(s) of more than one beneficial owner, you may exercise the number of subscription rights to which all such beneficial owners in the aggregate otherwise would have been entitled had they been direct record holders of our common stock on the subscription rights offering record date, provided that you, as a nominee record holder, make a proper showing to the subscription agent by submitting the form entitled “Nominee Holder Certification” that we will provide to you with your subscription rights offering materials. If you did not receive this form, you should contact the subscription agent to request a copy.

The subscription rights granted to you are non-transferable and, therefore, you may not sell, ~~sell~~transfer or ~~otherwise dispose~~assign your subscription rights to anyone else.

All shares that you purchase in the rights offering will be issued in book-entry, or uncertificated, form. When issued, the shares will be registered in the name of the subscription rights holder of record. As soon as practicable after the expiration of the rights offering, the subscription agent will arrange for the issuance of the shares of common stock purchased pursuant to the subscription privilege. Subject to state securities laws and regulations, we have the discretion to delay distribution of any shares you may have elected to purchase by exercise of ~~Common Stock (or~~your subscription rights in order to comply with state securities ~~convertible into, exchangeable for~~laws.

You will have no rights as a stockholder of our common stock until your account, or ~~evidencing~~your account at your broker, custodian bank or other nominee is credited with the shares of our common stock purchased in the rights offering. You will have no right to ~~purchase~~revoke your subscriptions after you deliver your completed subscription rights certificate, payment and any other required documents to the subscription agent.

We will not mail subscription rights certificates to stockholders whose addresses are outside the United States or who have an army post office or foreign post office address. The subscription agent will hold these subscription rights certificates for their account. To exercise subscription rights, our foreign stockholders and stockholders with an army post office or foreign post office address must notify the subscription agent prior to 11:00 a.m., New York time, at least three business days prior to the expiration date of the rights offering by completing an international holder subscription form which will be delivered to those holders in lieu of a subscription rights certificate and sending it by mail or telecopy to the subscription agent at the address and telecopy number set forth under “—Subscription Agent.”

Our board of directors is making no recommendations regarding your exercise of the subscription rights. You are urged to make your own decision whether or not to exercise your subscription rights based on your own assessment of our business and the rights offering. See “Risk Factors” in this prospectus and in any document incorporated by reference into this prospectus.

We have not employed any brokers, dealers or underwriters in connection with the solicitation of exercise of rights, and, except as described herein, no other commissions, underwriting fees or discounts will be paid in connection with this rights offering.

American Stock Transfer & Trust Company, LLC is acting as the subscription agent for the rights offering under an agreement with us. All subscription rights certificates, payments of the subscription price (other than wire transfers) and nominee holder certifications, to the extent applicable to your exercise of subscription rights, must be delivered to American Stock Transfer & Trust Company, LLC as follows:

You should confirm receipt of all facsimile transmissions by calling the subscription agent at (718) 921-8200. You should direct any questions or requests for assistance concerning the method of subscribing for the shares of ~~Common Stock)~~common stock or for additional copies of this prospectus to D.F. King & Co., Inc. at (866) 796-7180.

We will pay the fees and expenses of American Stock Transfer & Trust Company, LLC. We have also agreed to indemnify American Stock Transfer & Trust Company, LLC against certain liabilities in connection with the rights offering.

If you deliver subscription documents or subscription rights certificates in a manner different than that described in this prospectus, then we may not honor the exercise of your subscription privilege.

We are not making the rights offering in any state or other ~~than,~~jurisdiction in which it is unlawful to do so, nor are we distributing or accepting any offers to purchase any shares of our common stock from subscription rights holders who are residents of those states or other jurisdictions or who are otherwise prohibited by federal or state laws or regulations from accepting or exercising the subscription rights. We may delay the commencement of the rights offering in those states or other jurisdictions, or change the terms of the rights offering, in whole or in part, in order to comply with the securities laws or other legal requirements of those states or other jurisdictions. Subject to state securities laws and regulations, we also have the discretion to delay allocation and distribution of any shares you may elect to purchase by exercise of your subscription privileges in order to comply with state securities laws. We may decline to make modifications to the terms of the rights offering requested by those states or other jurisdictions, in which case, if you are a resident in those states or jurisdictions or if you are otherwise prohibited by federal or state laws or regulations from accepting or exercising the subscription rights you will not be eligible to participate in the ~~case~~rights offering. However, we are not currently aware of any states or jurisdictions that would preclude participation in the rights offering.

If you have any questions or require assistance regarding the method of exercising your subscription rights or requests for additional copies of this document or the Instructions as to the Use of Trinity Place Holdings Inc. Subscription Rights Certificates, you should contact the information agent, D.F. King & Co., Inc. at (866) 796-7180.

The Standby Purchaser has executed the Investment Agreement with us. We have also entered into an agreement with Third Avenue. The descriptions of the ~~Selling Stockholders,~~Investment Agreement and the agreement with Third Avenue in this section and elsewhere in this prospectus are qualified in their entirety by reference to the complete text of the Investment Agreement and the agreement with Third Avenue, which are incorporated by reference into this prospectus.

Pursuant to the Investment Agreement, the Standby Purchaser has agreed to purchase from us, subject to the satisfaction or waiver of certain conditions, including the timely completion of the rights offering, the shares of common stock not subscribed for in the rights offering, up to a maximum of 3,333,333 shares less the number of shares purchased by the Standby Purchaser in the rights offering, at a price per share equal to the subscription price of the rights offering. Ifthe number of unsubscribed shares of common stock purchased by the Standby Purchaserpursuant to the Investment Agreement is less than 1,666,667 shares, or the Minimum Allocation, we will issue and sell to the Standby Purchaser a number of shares of common stock equal to the excess of the Minimum Allocation over the number of shares purchased by the Standby Purchaser pursuant to the Investment Agreement, or the Additional Shares. The unsubscribed shares sold to the Standby Purchaser and the Additional Shares, if any, are being offered and sold to the Standby Purchaser in a private placement. Pursuant to the Investment Agreement, the Standby Purchaser has waived its oversubscription right.

The number of shares to be issued and sold ~~by them~~pursuant to the ~~Underwriters,~~Investment Agreement may be reduced by the board of directors if it determines that such reduction is reasonably necessary in order to preserve the Company’s ability to utilize the full benefits of its NOLs and related tax benefits, subject to the terms and conditions of the Investment Agreement. In making such determination, the board of directors and the Company’s tax advisors will evaluate such factors as they deem reasonable and appropriate, including, among others, the need for the Company to maintain an appropriate “cushion”, determined by the Company at its discretion in consultation with its tax advisors, to protect against experiencing an “ownership change” within the meaning of Section 382 of the Code. If the Company determines to reduce the number of shares issued and sold pursuant to the rights offering and/or the Investment Agreement, it will attempt to do so, as nearly as may be practicable, in the ~~case~~following order of priority: (A)first, to reduce the number of shares that would be otherwise issuable under validly exercised rights pursuant to the oversubscription privilege;provided, that the application of such reduction may be different with respect to different holders of rights, depending on the circumstances; (B)second,to reduce the number of shares purchased by the Standby Purchaser pursuant to its backstop commitment to purchase up to a maximum of 3,333,333 shares less the number of shares purchased by the Standby Purchaser in the rights offering, but not below the Minimum Allocation; (C)third, to reduce the number of shares that would be otherwise issuable under validly exercised rights pursuant to the basic subscription privilege;provided, that the application of such reduction may be different with respect to different holders of rights, depending on the circumstances; and (D)fourth, to reduce the number of shares that would be otherwise issuable pursuant to the Minimum Allocation;provided, that prior to any such reduction with respect to shares issuable to the Standby Purchaser, the Company will consult with the Standby Purchaser and consider any reasonable suggestions from the Standby Purchaser regarding the reduction of such shares otherwise issuable to the Standby Purchaser.

As of , the record date for the rights offering, the Standby Purchaser owned 1,000,000 shares of common stock, representing approximately 4.97% of our issued and outstanding shares of common stock as of such date. If no stockholders other than Third Avenue exercise their subscription rights in the rights offering, the Standby Purchaser will own 4,333,333 shares of common stock (after giving effect to the sale of 3,333,333 shares of common stock in the Standby Purchaser Private Placement), representing approximately 17.83% of our issued and outstanding shares of common stock. The chairman of our board of directors, Alexander Matina, is a representative of the Standby Purchaser. Mr. Matina recused himself from the deliberations by the board of directors regarding the approval of the Investment Agreement.

The Standby Purchaser’s obligations under the Investment Agreement are subject to customary conditions, including, but not limited to, the following: (i) the effectiveness of the registration statement of which this prospectus is a part; (ii) the rights offering being conducted in accordance with the terms and conditions of the Investment Agreement and this prospectus; (iii) the Standby Purchaser having received certain notices from us; (iv) all governmental and third party notifications, filings, consents, waivers and approvals required for the consummation of the transactions contemplated by the Investment Agreement having been made or received; (v) no legal impediment to the issuance of share pursuant to the rights offering or to the Standby Purchaser pursuant to the Standby Purchaser commitment; (vi) the Company being in good standing as of the closing date of the rights offering and the other transactions contemplated by the Investment Agreement; (vii) the accuracy of the representations and warranties of the Company pursuant to the ~~grant of options (and~~Investment Agreement in all material respects, except for the representations and warranties relating to the issuance of shares to the Standby Purchaser, which representations and warranties must be true and correct in all respects; (viii) compliance by the Company in all material respects with its covenants pursuant to the Investment Agreement and in any other document delivered pursuant to the Investment Agreement; (ix) delivery by the Company of an officer's certificate to the Standby Purchaser confirming certain matters; (x) the payment by the Company of all fees, costs and expenses payable to the Standby Purchaser pursuant to the Investment Agreement; (xi) the absence of any changes or events that, individually or in the aggregate, would reasonably be expected to result in a material adverse effect (as defined in the Investment Agreement); and (xii) the absence of certain adverse market events.

The Investment Agreement may be terminated at any time prior to the closing of the rights offering and the issuances contemplated by the Investment Agreement:

We have entered into an agreement with Third Avenue pursuant to which Third Avenue has agreed to exercise all of its rights under its basic subscription privilege in the rights offering, representing 836,841 shares. Third Avenue will also have the right to exercise its oversubscription privilege in its sole discretion.

The number of shares to be issued and sold to Third Avenue in the rights offering may be reduced by the board of directors if it determines that such reduction is reasonably necessary in order to preserve the Company’s ability to utilize the full benefits of its NOLs and related tax benefits, subject to the terms and conditions of the agreement with Third Avenue.

As of , the record date for the rights offering, the Third Avenue owned 3,369,444 shares of common stock, representing approximately 16.7% of our issued and outstanding shares of common stock as of such date. If no stockholders other than Third Avenue exercise their subscription rights in the rights offering, Third Avenue will own 4,206,284 shares of common stock (without giving effect to any shares that may be purchased by Third Avenue upon ~~the~~ exercise of its oversubscription right, in its discretion), representing approximately 17.3% of our issued and outstanding ~~options) under~~shares of common stock (after giving effect to the ~~Company's existing~~sale of 3,333,3333 shares of common stock ~~option plan.~~ to the Standby Purchaser in the Standby Purchaser Private Placement). None of the members of our board of directors is a representative of Third Avenue (Ms. Minieri was appointed by Third Avenue but is not a representative of Third Avenue).

The ~~Company~~agreement with Third Avenue may be terminated at any time prior to the closing of the rights offering:

Indemnification by Standby Purchaser and ~~the Selling Stockholders~~Third Avenue

We have agreed to indemnify the ~~Underwriters against certain liabilities, including liabilities under the Securities Act,~~Standby Purchaser and ~~where such indemnification is unavailable, to contribute to payments that the Underwriters may be required to make in respect of such liabilities. In order to facilitate the offering, certain~~Third Avenue and their respective affiliates and their respective officers, directors, members, partners, employees, agents and controlling persons ~~participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price~~for losses arising out of the ~~Common Stock during~~rights offering, the Investment Agreement and ~~after~~ the ~~offering. Specifically, the Underwriters may over-allot~~agreement with Third Avenue, respectively, or ~~otherwise create a short position in the Common Stock for their own account by 24~~ ~~selling more shares than have been sold to them by the Company. The Underwriters may elect to cover~~ any ~~such short position by purchasing shares in the open market or by exercising the over-allotment option granted to them. In addition, the Representatives, on behalf~~ of the ~~Underwriters, may stabilize or maintain~~transactions contemplated by such agreements, subject to limited exceptions.

We have agreed to pay the ~~price~~reasonable transaction expenses of the Common Stock by bidding for or purchasing shares in the open market and may impose penalty bids, under which selling concessions allowed to syndicate members or other broker-dealers participating in the offering are reclaimed if shares previously distributed in the offering are repurchased in connection with stabilization transactions or otherwise. The effect of these transactions may be to stabilize or maintain the market price of the Common Stock at a level above that which might otherwise prevail in the open market. The imposition of a penalty bid may also affect the price of the Common Stock to the extent that it discourages resales thereof. No representation is made as to the magnitude or effect of any such stabilization or other transactions. Such transactions may be effected on the New York Stock Exchange or otherwise and, if commenced, may be discontinued at any time. Bear, Stearns & Co. Inc. acted as one of the representatives of the underwriters of the initial public offering of the Company's Common Stock in September 1983. Rothschild Inc. has been retained by Sy Syms as his personal financial advisor in connection with this offering, and will be paid a fee for its services not to exceed $50,000. Wilbur L. Ross, Jr., a director of the Company, is a Managing Director of Rothschild Inc. LEGAL MATTERS The validity of the Common Stock being offered hereby will be passed upon for the Company by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Weil, Gotshal & Manges LLP, New York, New York. EXPERTS The consolidated balance sheets of the Company and its subsidiaries as of March 2, 1996 and March 1, 1997 and the related consolidated statements of income, stockholders' equity and cash flows for each of the ~~three fiscal years ended December 31, 1994, March 2, 1996~~Standby Purchaser and March 1, 1997, and the two month period ended February 25, 1995, included herein and in the Company's Annual Report on Form 10-K for the year ended March 1, 1997 which is incorporated by reference into this Prospectus, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is included and incorporated herein by reference, and have been so included and incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. 25 INDEX TO FINANCIAL STATEMENTS PAGE ---- Report of Independent Public Accountants ................................. F-1 Consolidated Balance Sheets as of March 2, 1996 and March 1, 1997 ........ F-2 Consolidated Statements of Income for each of the three fiscal years ended December 31, 1994, March 2, 1996 and March 1, 1997 and the two months ended February 26, 1994 and February 25, 1995 ....... F-3 Consolidated Statements of Stockholders' Equity for each of the three fiscal years ended December 31, 1994, March 2, 1996 and March 1, 1997 .......................................................... F-4 Consolidated Statements of Cash Flows for each of the three fiscal years ended December 31, 1994, March 2, 1996 and March 1, 1997 and the two months ended February 26, 1994 and February 25, 1995 ...................................................... F-5 Notes to Consolidated Financial Statements ............................... F-6 Condensed Consolidated Balance Sheets as of August 31, 1996, March 1, 1997 and August 30, 1997 ...................................... F-16 Condensed Consolidated Statements of Income for the twenty-six weeks ended August 31, 1996 and August 30, 1997 ........................ F-17 Consolidated Statements of Cash Flows for the twenty-six weeks ended August 31, 1996 and August 30, 1997 ........................ F-18 Notes to Condensed Consolidated Financial Statements ..................... F-19 26 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Stockholders and Board of Directors of Syms Corp Secaucus, New Jersey We have audited the accompanying consolidated balance sheets of Syms Corp and its subsidiaries as of March 2, 1996 and March 1, 1997, and the related consolidated statements of income, stockholders' equity and cash flows for each of the three fiscal years ended December 31, 1994, March 2, 1996 and March 1, 1997 and the two month period ended February 25, 1995. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Syms Corp and subsidiaries as of March 2, 1996 and March 1, 1997 and the results of their operations and their cash flows for each of the three fiscal years ended December 31, 1994, March 2, 1996 and March 1, 1997 and the two month period ended February 25, 1995 in conformity with generally accepted accounting principles. DELOITTE & TOUCHE LLP New York, New York April 28, 1997 F-1 SYMS CORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) MARCH 2, MARCH 1, 1996 1997 -------- -------- ASSETS CURRENT ASSETS: Cash and cash equivalents ............................... $ 4,804 $ 3,344 Merchandise inventories ................................. 112,954 122,540 Deferred income taxes ................................... 5,221 6,639 Prepaid expenses and other current assets ............... 3,521 1,756 -------- -------- Total current assets ................................. 126,500 134,279 PROPERTY AND EQUIPMENT--Net of accumulated depreciation and amortization ........................................ 129,235 142,741 DEFERRED INCOME TAXES .................................... -- 197 OTHER ASSETS ............................................. 4,409 6,801 -------- -------- TOTAL ASSETS ............................................. $260,144 $284,018 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable ........................................ $ 30,900 $ 28,723 Accrued expenses ........................................ 9,918 11,055 Obligations to customers ................................ 4,490 5,085 Income taxes payable .................................... 5,331 5,833 Short term borrowings ................................... -- 4,950 Current portion of obligations under capital lease ...... 340 405 -------- -------- Total current liabilities ............................ 50,979 56,051 -------- -------- OBLIGATIONS UNDER CAPITAL LEASE .......................... 1,304 900 -------- -------- DEFERRED INCOME TAXES .................................... 255 -- -------- -------- OTHER LONG TERM LIABILITIES .............................. 237 633 -------- -------- COMMITMENTS (Note 7) ..................................... -- -- STOCKHOLDERS' EQUITY Preferred stock, par value $100 per share authorized 1,000 shares; none outstanding .............. -- -- Common stock, par value $0.05 per share authorized 30,000 shares; 17,694 shares issued and outstanding as of March 2, 1996 and March 1, 1997 ...... 885 885 Additional paid-in capital .............................. 11,709 11,709 Retained earnings ....................................... 194,775 213,840 -------- -------- Total stockholders' equity ........................... 207,369 226,434 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ............... $260,144 $284,018 ======== ======== F-2

~~F-3~~

~~F-4~~

~~F-5~~ SYMS CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FISCAL YEARS ENDED DECEMBER 31, 1994, MARCH 2, 1996, MARCH 1, 1997 AND THE TWO MONTHS ENDED FEBRUARY 25, 1995 NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Principal Business Syms Corp and subsidiaries (the "Company") operates a chain of forty "off-price" retail stores (thirty-eight in 1996) located throughout the Northeastern and Middle Atlantic regions and in the Midwest, Southeast and Southwest. Each Syms store offers a broad range of first quality, in season merchandise bearing nationally recognized designer or brand-name labels for men, women and children. b. Principles of Consolidation The consolidated financial statements include the accounts of the Company and wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the two months ended February 26, 1994 are not necessarily indicative of the results that may be expected for the entire fiscal year ended December 31, 1994. c. Accounting Period The Company changed its fiscal year end to the Saturday nearest to the end of February. This change was reported on March 17, 1995. The fiscal years ended December 31, 1994 and March 1, 1997 were comprised of 52 weeks. The fiscal year ended March 2, 1996 was comprised of 53 weeks. d. Merchandise Inventories Merchandise inventories are stated at the lower of cost or market on a first-in-first-out (FIFO) basis, as determined by the retail inventory method. During the fiscal year ended December 31, 1994, the Company changed its method of valuing inventory by computing separate cost complements for each department within its five merchandise categories. In the past, the Company computed a single cost complement for each of its five merchandise categories. Management believes the change results in a more accurate inventory valuation. This change resulted in a total increase to gross margin of $780,000 of which approximately one half relates to prior years. The Company considers that the effect on fiscal year end 1994 and prior years is not material. e. Property and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided by the straight-line method over the following estimated useful lives: Buildings and improvements 15-30 years Machinery and equipment 5 years Furniture and fixtures 5 years Leasehold improvements Lesser of life of the asset or life of lease Facilities leases (Note 7) having the substance of financing transactions have been capitalized. The related lease obligations have been included as obligations under capital lease. The leased assets are being amortized as described above. f. Income Taxes Deferred income taxes reflect the future tax consequences of differences between the tax basis of assets and liabilities and their financial reporting amounts at year end. g. Earnings Per Share Net income per share is computed by dividing net income by the weighted average number of common shares and common stock equivalents outstanding during each period. The Company's common stock equivalents consist of F-6 SYMS CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) FISCAL YEARS ENDED DECEMBER 31, 1994, MARCH 2, 1996, MARCH 1, 1997 AND THE TWO MONTHS ENDED FEBRUARY 25, 1995 outstanding stock options and for the periods ended December 31, 1994, March 2, 1996 and March 1, 1997, the effect of outstanding common stock options was not dilutive. h. Cash and Cash Equivalents Syms Corp considers credit card receivables and all short term investments with a maturity of three months or less as cash equivalents. i. Pre-Opening Costs Store pre-opening costs are deferred until the store's opening, at which time they are expensed over the first 12 months of store operation. j. Closed Store Expense Closed store costs, such as future rent and real estate taxes net of expected sublease recovery, are accrued when management makes the determination that no future economic benefit from operations exists and are recorded in selling, general and administrative expenses. k. Obligation to Customers Obligations to customers represent credits issued for returned merchandise as well as gift certificates. The Company's policy is to allow customers to exchange credits issued for other merchandise or credit to the Syms charge card. l. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. m. Recent Accounting Pronouncement In March 1995, the Financial Accounting Standards Board issued SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of." SFAS No. 121 requires that long-lived assets and certain identifiable intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and is effective for fiscal years beginning after December 15, 1995. The Company evaluated its investment in long-lived assets to be held and used in operations on an individual store basis and determined that, based upon its history of operating results and operating projections, the adoption of SFAS No. 121 did not have an effect on the Company's financial position or results of operations. In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS No. 128"), which is effective for the Company for the year ended February 28, 1998. SFAS No. 128 simplifies the standards for computing earnings per share previously found in Accounting Principles Board Opinion No. 15 and establishes new standards for computing and presenting earnings per share. Application of SFAS No. 128 is not expected to have a significant effect on the Company's earnings per share. n. Reclassification Certain items in prior years in specific captions of the accompanying consolidated financial statements and notes to consolidated financial statements have been reclassified for comparative purposes. F-7 SYMS CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) FISCAL YEARS ENDED DECEMBER 31, 1994, MARCH 2, 1996, MARCH 1, 1997 AND THE TWO MONTHS ENDED FEBRUARY 25, 1995 NOTE 2--PROPERTY AND EQUIPMENT Property and equipment consists of: MARCH 2, MARCH 1, 1996 1997 -------- -------- (IN THOUSANDS) Land ............................................ $ 34,060 $ 40,061 Buildings and building improvements ............. 102,244 105,511 Leasehold and leasehold improvements ............ 20,365 32,142 Machinery and equipment ......................... 14,893 16,747 Furniture and fixtures .......................... 15,547 15,661 Capital lease ................................... 3,763 3,763 Construction in progress ........................ 2,774 692 -------- -------- 193,646 214,577 Less accumulated depreciation and amortization .. 64,411 71,836 -------- -------- $129,235 $142,741 ======== ======== NOTE 3--INCOME TAXES The provision for income taxes is as follows: FISCAL YEAR ENDED -------------------------------- TWO MONTHS ENDED DECEMBER 31, MARCH 2, MARCH 1, FEBRUARY 25, 1994 1996 1997 1995 ----------- -------- -------- ----------------- (IN THOUSANDS) Current: Federal $5,956 $ 9,109 $13,799 $(223) State 1,407 1,664 2,748 (8) ------ ------- ------- ----- 7,363 10,773 16,547 (231) ------ ------- ------- ----- Deferred: Federal (1,202) (2,622) (1,560) 43 State (282) (917) (310) 4 ------ ------- ------- ----- (1,484) (3,539) (1,870) 47 ------ ------- ------- ----- $5,879 $ 7,234 $14,677 $(184) ====== ======= ======= ===== F-8 SYMS CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) FISCAL YEARS ENDED DECEMBER 31, 1994, MARCH 2, 1996, MARCH 1, 1997 AND THE TWO MONTHS ENDED FEBRUARY 25, 1995 The following is a reconciliation of income taxes computed at the U.S. Federal statutory rate to the provision for income taxes:

~~The composition of the Company's deferred tax assets and liabilities is as follows:~~

NOTE 4--BANK CREDIT FACILITIES The Company has an unsecured revolving credit agreement with a bank for a line of credit not to exceed $40,000,000 through December 1, 1997. Interest on individual advances is payable quarterly at 1-1/2% per annum below the bank's base rate, except that at the time of advance, the Company has the option to select an interest rate based upon one of two other alternative calculations, with such rate to be fixed for a period not to exceed 90 days. The average daily unused portion is subject to a commitment fee of 1/8 of 1% per annum. The interest rate on short term borrowings was 6.75% at March 1, 1997. At March 2, 1996 there were no outstanding borrowings, and at March 1, 1997 there was $4,905,000 in outstanding borrowings. The agreement contains financial covenants, with respect to consolidated tangible net worth, as defined, working capital and maximum capital expenditures, including dividends, as well as other financial ratios. Total interest charges incurred for the years ended December 31, 1994, March 2, 1996 and March 1, 1997 including amounts related to capital leases, were $865,000, $623,000 and $586,000, respectively, of which $612,000, $105,000 and $152,000 were capitalized in fiscals 1994, 1996 and 1997, respectively,Third Avenue in connection with the ~~purchase and construction of new facilities. F-9~~ SYMS CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) FISCAL YEARS ENDED DECEMBER 31, 1994, MARCH 2, 1996, MARCH 1, 1997 AND THE TWO MONTHS ENDED FEBRUARY 25, 1995 In addition, the Company has a separate $10,000,000 credit facility with another bank available for the issuance of letters of credit for the purchase of merchandise. This agreement may be cancelled at any time by either party. At March 2, 1996 and at March 1, 1997, the Company had $3,786,000 and $6,094,000, respectively, in outstanding letters of credit. NOTE 5--FAIR VALUE DISCLOSURES The estimated fair values of financial instruments which are presented herein have been determinedtransactions contemplated by the ~~Company using available market information~~Investment Agreement and ~~appropriate valuation methodologies. However, considerable judgement is required~~the agreement with Third Avenue, respectively, including, in ~~interpreting market data to develop estimates of fair value. Accordingly, the estimates presented herein~~certain circumstances, if such agreements are terminated. We are not ~~necessarily indicative of amounts the Company could realize in~~paying a current market exchange. The fair value of the Company's cash and cash equivalents, accounts receivable and short-term borrowings approximates their carrying values at March 2, 1996 and at March 1, 1997 duefee to the ~~short-term maturities of these instruments. NOTE 6--PENSION AND PROFIT SHARING PLANS a. PENSION PLAN--The Company has a defined benefit pension plan for all employees other than those covered~~Standby Purchaser or to Third Avenue in connection with their commitments under ~~collective bargaining agreements. The benefits are based on years of service~~their respective agreements with the Company.

Pursuant to the Investment Agreement and the employee's highest average pay during any five consecutive years within the ten-year period prior to retirement. Pension plan costs are funded annually. Contributions are intended to provide not only for benefits attributed to service to date, but also for those expected to be earned in the future. The following table sets forth the Plan's funded status and amounts recognized in the Company's consolidated balance sheet:

~~F-10~~ SYMS CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) FISCAL YEARS ENDED DECEMBER 31, 1994, MARCH 2, 1996, MARCH 1, 1997 AND THE TWO MONTHS ENDED FEBRUARY 25, 1995 Pension expense includes the following components:

~~The weighted average discount rate and rate of increase in future compensation levels used in determining the actuarial present value of the projected benefit obligation was 7.75% during~~agreement with Third Avenue, each of the ~~years ended December 31, 1994, March 2, 1996~~Standby Purchaser and ~~March 1, 1997.~~Third Avenue will receive certain customary registration rights with respect to the shares of common stock that are acquired in the rights offering and the Standby Purchaser Private Placement. The ~~expected long-term rate~~Standby Purchaser will also receive registration rights with respect to the 1,000,000 shares currently held by the Standby Purchaser.

Our authorized capital stock consists of ~~return~~79,999,997 shares of common stock with par value of $.01 per share, one share of Series A preferred stock, one share of Series B preferred stock, each with a par value of $.01 per share, one share of a class of special stock, par value $.01 per share and 40,000,000 shares of a class of designation preferred stock, par value $0.01 per share.

The following summary description of our capital stock is based on ~~plan assets was 8.5% during each~~the provisions of our certificate of incorporation and bylaws and the applicable provisions of the ~~years ended December 31, 1994, March 2, 1996~~Delaware General Corporation Law. This information is qualified entirely by reference to the applicable provisions of our certificate of incorporation, bylaws and ~~March 1, 1997. b. PROFIT-SHARING AND 401(K) PLAN--The Company~~the Delaware General Corporation Law. For information on how to obtain copies of our certificate of incorporation and bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “Where You Can Find More Information” and “Incorporation by Reference.”

As of September 10, 2015, there were 20,131,928 shares of common stock issued and outstanding (excludes 4,596,543 shares held in treasury) held by 225 holders of record. Except as set forth below or otherwise required by law or as otherwise provided in any preferred stock or special stock that may be authorized in the future, the holders of the common stock exclusively possess all voting power, and each share of common stock has one vote.

General. The common stock is subject to the express terms of the special stock and any series of preferred stock and any series of designation preferred stock. Until such time as there has been a ~~profit-sharing~~General Unsecured Claim Satisfaction and ~~401(K) plan for all employees other than those covered~~the final payment is made to the former Majority Shareholder (as defined under ~~collective bargaining agreements. In 1995,~~the Plan), the Company ~~established a defined contribution savings plan 401(K) for substantially all of its eligible employees. Employees~~ may ~~contribute a percentage of their salary~~not (whether by merger, consolidation or otherwise), directly or indirectly, (A) declare or pay any dividends on, or make or pay any distributions to the ~~plan subject to statutory limits. The Company has~~holders of, the common stock (provided that the foregoing does not ~~made any matching contributions to this plan. However, profit-sharing contributions were made~~restrict the declaration or payment or making of dividends or distributions on the common stock solely in the ~~amounts~~form of $130,000 for each of the years ended December 31, 1994 and March 2, 1996, $200,000 for year ended March 1, 1997 and $39,000 for the two months ended February 25, 1995. NOTE 7--COMMITMENTS a. LEASES--The Company has various operating leases and one capital lease for its retail stores, with terms expiring between 1997 and 2016. The Company also has a ground lease that expires in 2276. Under most lease agreements, the Company pays real estate taxes, maintenance and other operating expenses. Certain store leases also provide for additional contingent rentals based upon a percentage of sales in excess of certain minimum amounts. F-11 SYMS CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) FISCAL YEARS ENDED DECEMBER 31, 1994, MARCH 2, 1996, MARCH 1, 1997 AND THE TWO MONTHS ENDED FEBRUARY 25, 1995 Future minimum lease payments at March 1, 1997 are as follows: CAPITAL LEASE REAL OPERATING ESTATE LEASES -------- ---------- (IN THOUSANDS) 1998 ................................................. $ 600 $ 6,974 1999 ................................................. 600 6,158 2000 ................................................. 450 5,442 2001 ................................................. -- 5,062 2002 ................................................. -- 5,171 2003 and thereafter--cumulative ...................... -- 39,785 ----- ------- Total minimum payments ............................... 1,650 $68,592 ======= Less amount representing interest .................... 345 ------ Present value of net minimum lease payments .......... 1,305 Less current maturities .............................. 405 ------ $ 900 ====== Payments under the real estate capital lease, which expires in 1999, are payable to the Company's principal shareholder. Rental payments were $600,000 during each of the years ended December 31, 1994, March 2, 1996, and March 1, 1997 and $100,000 for the two months ended February 25, 1995. Rent expense for operating leases is as follows: FISCAL YEAR ENDED TWO MONTHS -------------------------------- ENDED DECEMBER 31, MARCH 2, MARCH 1, FEBRUARY 25, 1994 1996 1997 1995 ----------- -------- -------- ----------- (IN THOUSANDS) Minimum rentals ................. $4,030 $4,308 $5,832 $ 698 Escalation rentals .............. 9 24 413 28 Contingent rentals .............. 25 40 36 4 Sublease rentals ................ (192) (386) (743) (32) ------ ------ ------ ------ $3,872 $3,986 $5,538 $ 698 ====== ====== ====== ====== b. EMPLOYMENT AGREEMENT--At March 1, 1997 the Company had an employment agreement with its General Merchandising Manager, expiring 2009, pursuant to which annual compensation of approximately $300,000 is required. In addition, that employee is entitled to additional compensation upon occurrence of certain events. c. LEGAL PROCEEDINGS--The Company is a party to routine litigation incident to its business. Management(1) common stock of the Company, ~~believes, based upon its assessment~~(2) rights to acquire common stock of the ~~actions and claims outstanding against~~Company, or (3) any rights declared or paid or distributed to any class or series of capital stock in connection with the ~~Company, and after discussion~~adoption of any stockholder rights plan to preserve the Company’s loss carryforwards or otherwise limit ownership in the Company), or (B) repurchase or redeem any shares of common stock, in each case other than in accordance with ~~counsel, that there are no legal proceedings that will have a material adverse effect on~~ the ~~financial statements~~Plan, or (C) without the written consent of the ~~Company. Some~~former Majority Shareholder, amend, alter or repeal the certificate of incorporation or by-laws if such amendment would amend, alter or repeal any rights, privileges or terms applicable to the Series B preferred stock, or if such amendment would impair the rights of the ~~lawsuits~~former Majority Shareholder as delineated in the Plan.

Certain Amendments to ~~which~~ the ~~Company is a party~~Certificate of Incorporation. Except as otherwise required by law, holders of common stock are ~~covered by insurance and are being defended by~~not entitled to vote on any amendment to the ~~Company's insurance carriers. F-12~~ SYMS CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) FISCAL YEARS ENDED DECEMBER 31, 1994, MARCH 2, 1996, MARCH 1, 1997 AND THE TWO MONTHS ENDED FEBRUARY 25, 1995 NOTE 8--PREFERRED STOCK The Company is authorizedcertificate of incorporation that relates solely to ~~issue up to 1,000,000 shares~~the alteration or change of the powers, preferences, rights or other terms of one or more outstanding series of preferred stock or series of designation preferred stock (or of special stock, as applicable) if the holders of such affected series of preferred stock or designation preferred stock (or the special stock, as applicable) are entitled, either separately or, in the case of one or more series of preferred stock or designation preferred stock, together with the holders of one or more other series of preferred stock or designation preferred stock, to vote thereon as a separate class pursuant to the certificate of incorporation or pursuant to the Delaware General Corporation Law as currently in effect or as may be amended in the future.

Our preferred stock is issued in two series, of which one such series is designated the Series A preferred stock, and the other such series is designated the Series B preferred stock. The ~~Board~~Series A preferred stock consists of ~~Directors~~one (1) authorized share, and the Series B preferred stock consists of one (1) authorized share. The Series B preferred stock is held by an escrow agent as security for certain stockholder payments as outlined in the Plan. Except as provided in the Company’s certificate of incorporation or as otherwise required by law, the Series B preferred stock is not entitled to vote on any matters submitted to a vote of stockholders of the Company, including any amendment to our certificate of incorporation.

As of the date of this prospectus, there is one share of Series A preferred stock and one share of Series B preferred stock outstanding.

Dividends. No dividends or distributions may be declared, paid or made on the Series A preferred stock or Series B preferred stock.

Liquidation Rights. In the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, the holder of the Series A preferred stock and the holder of the Series B preferred stock are entitled to receive for its share of Series A preferred stock or Series B preferred stock, as applicable, out of the assets of the Company or proceeds thereof available for distribution to stockholders of the Company, and after satisfaction of all liabilities and obligations to creditors of the Company, on par with each share of equally ranked stock, other than Series A preferred stock or Series B preferred stock, or parity stock, but before any distribution of such assets or proceeds is made to or set aside for the holders of junior ranked stock, an amount equal to the par value of such share of Series A preferred stock or such share of Series B preferred stock, as applicable. To the extent such amount is paid in full to the holder of the Series A preferred stock, the holder of the Series B preferred stock and all holders of parity stock, the holders of junior ranked stock of the Company will be entitled to receive all remaining assets of the Company (or proceeds thereof) according to their respective rights and preferences.

Redemption. The Series A preferred stock will, subject to lawfully available funds, be automatically redeemed at such time as the General Unsecured Claim Satisfaction has occurred (as outlined in the Plan), at a per share redemption price equal to the par value of one share of Series A preferred stock. The Series B preferred stock will, subject to lawfully available funds, be automatically redeemed at such time as the former Majority Shareholder is paid the initial majority stockholder payment and the subsequent majority stockholder payment (as outlined in the Plan), at a per share redemption price equal to the par value of one share of Series B preferred stock.

Voting Rights. Except as expressly provided in the certificate of incorporation or as otherwise required by applicable law, the holder of the Series A preferred stock and the holder of the Series B preferred stock will not be entitled to vote on any matters submitted to a vote of stockholders of the Company.

Special Voting Rights of the Holder of the Series A Preferred Stock. For so long as the Series A preferred stock is outstanding, certain Company actions, as outlined in the Plan, may not be taken, directly or indirectly, without the affirmative vote of the holder of the Series A preferred stock, including, but not limited to: (i) amending, altering or repealing any provision of the certificate of incorporation or bylaws, (ii) establishing any committee of the board of directors that does not include the director then in office that was appointed to the board of directors by the holder of the Series A preferred stock, or the Series A Director; (iii) remove the Series A Director; or (iv) issue, sell or grant any common stock or common stock equivalents (subject to certain limited exceptions as set forth in the certificate of incorporation).

Special Voting Rights of the Series A Director. For so long as the Series A preferred stock is outstanding, certain Company actions, as outlined in the Plan, may not be taken, directly or indirectly, without the affirmative vote of the Series A Director, including, but not limited to, the entering into of any transaction with an insider or an affiliate (subject to certain limited exceptions as set forth in the certificate of incorporation).

In connection with the investment by Third Avenue in the Company in October 2013, the Company amended its certificate of incorporation to provide for the authorization of one share of special stock, par value $.01 per share. The sole purpose of the share of special stock is to enable Third Avenue to elect one member of the board of directors. No dividends or distributions may be declared, paid or made on the special stock. The special stock ranks junior to the Series A preferred stock and Series B preferred stock, and senior to the common stock, as to distributions of assets on any liquidation, dissolution or winding up of the Company, but only in an amount equal to the par value of such share. The special stock will, subject to lawfully available funds, be automatically redeemed at such time as the “Special Stock Ownership Threshold” (which is 2,345,000 out of the 3,369,444 shares of common stock purchased by Third Avenue) is no longer satisfied, at a per share redemption price equal to its par value. Except as expressly provided in the certificate of incorporation or as otherwise required by applicable law, the holder of the special stock is not entitled to vote such share on any matters submitted to a vote of stockholders of the Company.

Subject to the rights of the holders of the Series A preferred stock, the Series B preferred stock and the special stock, and subject to the limitations prescribed by law, the board of directors is authorized, subject to any limitations prescribed by law or expressly set forth in the Certificate of Incorporation, to provide for the issuance of shares of designation preferred stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware (such certificate being hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, ~~relative~~powers, preferences, and rights ~~preferences, qualifications and limitations~~ of the shares of each such ~~series. NOTE 9--STOCK OPTION PLAN~~ series and any qualifications, limitations or restrictions thereof.

The ~~Company's~~number of authorized shares of designation preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Company entitled to vote thereon, without a vote of the holders of the designation preferred stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock ~~Option Plan allows~~Designation.

As of the date of this prospectus, no designation preferred stock has been issued.

Ranking.The designation preferred stock must rank junior to the Series A preferred stock and Series B preferred stock as to distributions of assets on any liquidation, dissolution or winding up of the Company.

Dividends.Until such time as the Series A preferred stock and Series B preferred stock have been redeemed in accordance with the certificate of incorporation, no dividends or distributions of cash or other property of the Company may be declared, paid or made on the designation preferred stock (provided that the foregoing shall not restrict the declaration or payment or making of dividends or distributions on the designation preferred stock solely in the form of (1) capital stock of the Company, (2) rights to acquire capital stock of the Company, or (3) any rights declared or paid or distributed to any class or series of capital stock in connection with the adoption of any stockholder rights plan to preserve the Company’s loss carryforwards or otherwise limit ownership in the Company).

Generally. Except as set forth below, for so long as the Series A preferred stock is outstanding, the board of directors will be comprised of five directors, as follows:

(i) two directors who are elected by the holders of common stock pursuant to the Company’s by-laws, such director referred to herein as the EC Directors;

(ii) one director who is elected by the holder of the Series A preferred stock, voting as a separate class to the exclusion of the holders of common stock, the special stock, the designation preferred stock and any other preferred stock, such director referred to herein as the Series A Director;

(iii) from and after the issuance of special stock and until the first date that the Special Stock Ownership Threshold is no longer satisfied, one director who is elected by the holder of the special stock, voting as a separate class to the exclusion of the holders of common stock, designation preferred stock and any preferred stock, such director referred to herein as the Special Stock Director; and

(iv) one director who is nominated by the EC Directors with the reasonable consent of the holder of the Series A preferred stock and, following such nomination, is elected by the holder of the Series A preferred stock, voting as a separate class to the exclusion of the holders of common stock, the special stock, the designation preferred stock and any other preferred stock, such director, the Independent Director. Such director must (I) meet the requirements of an independent director under the standards of the NASDAQ Stock Market and (II) not be an affiliate of (v) any holder of the special stock, (w) any unsecured creditor that holds a claim in an amount that is greater than $50,000, (x) any holder of two percent or more of the Company’s common stock, (y) any backstop party (as defined in the certificate of incorporation) or (z) a former Majority Shareholder.

The composition of the board of directors described above changes upon the happening of certain events. These events include:

On the first date that the Special Stock Ownership Threshold is no longer satisfied, the term of the Special Stock Director will automatically terminate, the person formerly holding such directorship will cease to be a director of the Company and the size of the board of directors will be automatically reduced by one directorship. Immediately following such reduction, the size of the board of directors will automatically be increased by one directorship, which will be an EC Director.

If the Company is unable to satisfy all of its general unsecured claims by October 1, 2016, then the Company’s certificate of incorporation provides that (i) the terms of the EC Director(s) in office, except the oldest EC Director in age in office, shall automatically terminate and the terms of the Independent Director and Special Stock Director shall automatically terminate, (ii) immediately following such termination of directorships and the resultant automatic reduction in the size of the board of directors to two directors, the size of the board of directors will automatically increase to nine members and (iii) the seven directorships created thereby are to be elected by the holder of the Series A Preferred Stock. Also, if the general unsecured claims have been satisfied but the required payment to the former Majority Shareholder has not been made by October 16, 2016, then (i) the terms of all directors in office except for the ~~granting~~oldest EC Director in age shall automatically terminate, (ii) immediately following such termination of ~~incentive~~directorships and the resultant automatic reduction in the size of the board of directors to one director, the size of the board of directors will automatically increase to four members and (iii) the three directorships created thereby are to be elected by the holder of the Series B Preferred Stock (the Company’s former Majority Shareholder). In each case, a majority of the members of the board of directors will be elected by the holder of the Series A Preferred Stock or the former Majority Shareholder, as applicable, until the required payments are made.

Staggered Board. The board of directors is divided into two classes, as nearly equal in number as possible, designated Class I and Class II. Subject to the provisions of our certificate of incorporation, each director serves for a term ending at the second annual meeting following the annual meeting at which such director was elected and until his or her successor is elected and qualified or his or her earlier resignation or removal. The Series A Director and the Independent Director are Class I directors and the EC Directors and the Special Stock Director are Class II directors. The Class II directors terms were due to expire at the 2014 annual meeting of stockholders, but the Company did not hold an annual meeting in 2014. Therefore, the Class II directors whose terms were due to expire at the 2014 annual meeting remained in office. As a result, at the Company’s 2015 annual meeting, nominees for election as Class I directors (whose terms were due to expire at the 2015 annual meeting) and nominees for election as Class II directors were both proposed to the stockholders. At the 2015 annual meeting, (i) nominees for election as Class I directors were elected by the stockholders to serve for a term ending at the second annual meeting following the 2015 annual meeting and (ii) nominees for election as Class II directors were elected by the stockholders to serve for a term ending at the first annual meeting following the 2015 annual meeting, and in each case to serve until such director’s respective successor is elected and qualified or until his or her earlier resignation or removal. In case of any increase or decrease, from time to time, in the number of directors, the number of directors in each class will be apportioned as nearly equal as possible. Any director may be removed from office at any time, with or without cause, by the affirmative vote of the holders of a majority in voting power of the shares of capital stock ~~options,~~of the Company entitled to elect such director.

Restrictions on Transfers Related to Preservation of the Ability to Utilize Certain Tax Benefits Associated with NOLs

In order to help preserve its ability to utilize certain tax benefits primarily associated with the Company’s NOLs, the Company’s certificate of incorporation generally prohibits transfers or sales of stock that would result in a person or group of persons becoming a 4.75% stockholder, or that would result in the increase or decrease by a person or group of persons that is an existing 4.75% stockholder of its percentage ownership interest in the Company. Any direct or indirect transfer attempted in violation of the certificate of incorporation will be void. The restrictions on transfer under the certificate of incorporation will not apply if the transferor or the transferee obtains the prior written approval of the board of directors. Any person who desires to effect an otherwise prohibited transaction may, prior to the date of the proposed transaction, submit a request in writing that the board of directors review and authorize the transaction, following the procedures set forth in the certificate of incorporation. These restrictive provisions in the certificate of incorporation will expire by their terms on the earliest to occur of, among other things, February 12, 2025; the date selected by the board of directors, if the board of directors determines that it is in the best interests of the Company’s stockholders for the restrictions set forth in the certificate of incorporation to be removed or released; and the date selected by the holders of a majority of the voting power of the Company, approved at an annual or special meeting of stockholders or by written consent.

Anti-Takeover Effects of Certain Provisions in Our Certificate of Incorporation and Bylaws

Our certificate of incorporation and bylaws contain some provisions which may have the effect of delaying, deferring or preventing a change in control of the Company.

Our bylaws provide that a special meeting of the stockholders for any purpose or purposes shall be called pursuant to a resolution approved by the board of directors and may not be called by any other person or persons.

In addition to the provisions regarding the election of directors to the board of directors, as ~~defined~~described above, the Plan also provides that Syms creditors holding Allowed Claims are entitled to payment of those claims in ~~Section 422A~~full. The Plan also provides for Filene’s, LLC creditors to receive recoveries from the monetization of certain of Trinity’s assets. Filene’s, LLC Short-Term creditors are entitled to payment in full on their Allowed Claims and Filene’s, LLC Long-Term creditors with Allowed Claims are entitled to a recovery of 75% on their claims. As of July 9, 2015, the Company believes that the remaining estimated aggregate allowed amount and cash distributions of creditor claims ($0.2 million), excluding claims covered by insurance, together with the net amount due to the former Majority Shareholder ($7.1 million) and the multiemployer pension plan ($3.8 million payable through 2019) under the Plan is approximately $11.1 million.

In order to protect the right of the former Majority Shareholder to receive the payments as specified by the Plan, the Plan provides that no distributions, dividends or redemptions may be made by the Company until the final payment is made to the former Majority Shareholder. This rights offering is being effected through a non-cash distribution of rights, which the Company believes is consistent with the Plan, and is intended to raise funds for the Company to, among other things, help the Company meet its remaining obligations under the Plan, including to the former Majority Shareholder.

The transfer agent and registrar for the common stock is American Stock Transfer & Trust Company, LLC. Its address is 6201 15th Avenue, Brooklyn, New York 11219 and its telephone number is (718) 921-8200.

The following discussion is a summary of certain material U.S. federal income tax consequences of the receipt, lapse, and exercise of the subscription rights distributed to holders of our common stock pursuant to the rights offering. This discussion assumes that the holders of our common stock hold such common stock as a capital asset for U.S. federal income tax purposes. This discussion is based on the Internal Revenue Code of 1986, as amended, or the Code. Treasury Regulations promulgated thereunder, rulings and pronouncements of the Internal Revenue Service, or the Service, and judicial decisions in effect on the date hereof, all of which are subject to change (possibly with retroactive effect) and to differing interpretations. The following summary does not purport to be a complete analysis of all U.S. federal income tax consequences of the receipt, lapse and exercise of the subscription rights, applies only to holders that are United States persons (as ~~amended), non-qualified~~defined in Section 7701(a)(30) of the Code) and does not address all aspects of U.S. federal income taxation that may be relevant to such holders in light of their particular circumstances or to holders who may be subject to special tax treatment under the Code, including, without limitation, holders who are dealers in securities or foreign currency, insurance companies, tax-exempt organizations, banks, financial institutions, regulated investment companies, real estate investment trusts, partnerships and other flow-through entities, traders in securities that elect to use a mark-to market method of accounting for their securities, broker-dealers, and holders who hold our common stock or subscription rights as part of a hedge, straddle, conversion or other risk-reduction transaction, or who acquired our common stock pursuant to the exercise of compensatory stock options or ~~stock appreciation rights.~~otherwise as compensation. The ~~plan requires that incentive stock options be granted at an exercise price~~following summary also does not ~~less than~~address the ~~fair market value~~tax consequences of the ~~common shares on the date the option~~rights offering under foreign, state, or local tax laws.

This summary is ~~granted. The exercise price~~of a general nature only and is not intended to constitute a complete analysis of all U.S. federal income tax consequences of the ~~option for holders of more than 10%~~receipt, lapse and exercise of the ~~voting rights~~subscription rights. There can be no assurance that the Service will agree with the tax consequences described below. We have not sought, and will not seek a ruling from the Service regarding the U.S. federal income tax consequences of the ~~Company must~~rights offering.Accordingly, each holder of our common stock should consult its tax advisor with respect to the tax consequences of the rights offering to it in light of its particular circumstances.

A distribution of subscription rights with respect to common stock is generally treated as a non-taxable distribution for U.S. federal income tax purposes under Section 305(a) of the Code. However, if the receipt of subscription rights is treated as a distribution described in Section 305(b) of the Code, the receipt would first be ~~not less than 110%~~treated as a taxable dividend in an amount equal to the lesser of the fair market value of the subscription rights and the recipient stockholder’s allocable share of the current or accumulated earnings and profits, or E&P, of the issuing corporation. Any excess of the fair market value of the subscription rights over the share of E&P would then be treated as a tax-free return of capital to the extent of the stockholder’s adjusted tax basis in its common stock, and then as capital gain. A distribution of subscription rights with respect to common stock will generally be a taxable distribution under Section 305(b) if it is a “disproportionate distribution.” A disproportionate distribution is a distribution or part of a series of distributions, including deemed distributions, that has the effect of the receipt of cash or other property by some stockholders and an increase in the proportionate interests of other stockholders in the issuing corporation’s assets or E&P. For example, a distribution of the subscription rights will not qualify as tax-free under Section 305(a) of the Code if, within the 36-month period following the distribution of the subscription rights, the Company were to distribute cash in redemption of its shares onheld by some but not all of its stockholders, and any such redemption was not an isolated redemption or in complete termination of the ~~date~~shares held by the redeeming stockholder. This distribution of ~~grant. Non-qualified options and stock appreciation~~the subscription rights also may ~~be granted at any exercise price.~~not qualify as tax-free if, within the 36-month period following the distribution of the subscription rights, the Company issues convertible securities. The Company has ~~reserved 1,000,000~~no current plans to make any such redemptions or issue convertible securities, but there is no guarantee that it will not do so.

Provided that the receipt of the subscription rights distributed pursuant to the rights offering is a non-taxable distribution for U.S. federal income tax purposes, the U.S. federal income tax consequences to a holder of our common stock of the receipt, lapse and exercise of subscription rights distributed pursuant to the rights offering will be as follows:

We will distribute the subscription rights, subscription rights certificates and copies of this prospectus to individuals who owned shares of common stock of record as of 5:00 p.m., New York time, on , 2015, the record date for ~~issuance thereunder. No option~~the rights offering. If you wish to exercise your subscription rights and purchase shares of common stock, you should complete the subscription rights certificate and return it with payment for the shares, to the subscription agent, American Stock Transfer & Trust Company, LLC. See “The Rights Offering—Method of Exercising Subscription Rights.” If you have any questions, you should contact the information agent, D.F. King & Co., Inc., at (866) 796-7180. The subscription rights will not be listed on any stock exchange or market or on the OTC Markets. Our shares of common stock ~~appreciation rights may be granted~~are quoted on the OTCQB under the ~~stock option plan after July 2003.~~ symbol “TPHS.”

We have agreed to pay the subscription agent and information agent customary fees plus certain expenses in connection with the rights offering. We have not employed any brokers, dealers or underwriters in connection with the solicitation of exercise of subscription rights. Except as described in this section, we are not paying any other commissions, underwriting fees or discounts in connection with the rights offering. Some of our employees may solicit responses from you as a holder of subscription rights, but we will not pay our employees any commissions or compensation for these services other than their normal employment compensation. We estimate that our total expenses in connection with the rights offering will be approximately $425,000.

The ~~maximum exercise period for any option or stock appreciation right under the plan is ten years from the date the option is granted (five years for any optionee who holds more than 10%~~validity of the ~~voting~~subscription rights and the common stock issuable upon exercise of the ~~Company). Statement of Financial Accounting Standards No. 123, "Accounting~~subscription rights will be passed upon for Stock-Based Compensation" ("SFAS No. 123"), was effective for the Company for fiscal 1997. SFAS No. 123 encourages (but does not require) compensation expense to be measured based on the fair value of the equity instrument awarded. In accordance with APB No. 25, no compensation cost has been recognized in the Consolidated Statements of Income for the Company's stock option plans. If compensation cost for the Company's stock option plans had been determined in accordance with the fair value method prescribedus by SFAS No. 123, the Company's net income would have been $10,411,000 and $19,042,000 for 1996 and 1997, respectively, and the earnings per share would have been $0.59 and $1.08 for 1996 and 1997, respectively. This pro forma information may not be representative of the amounts to be expected in future years as the fair value method of accounting prescribed by SFAS No. 123 has not been applied to options granted prior to 1997. Stock option transactions are summarized below:

~~F-13~~ SYMS CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) FISCAL YEARS ENDED DECEMBER 31, 1994, MARCH 2, 1996, MARCH 1, 1997 AND THE TWO MONTHS ENDED FEBRUARY 25, 1995 The following table summarizes information about stock options outstanding at March 1, 1997:

The fair value of each option grant is estimated on the date of each grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for grants in 1997: risk-free interest rate of 6.83%, expected life of 10 years, expected volatility of 33.29% and dividend yield of 0%. The fair value generated by the Black-Scholes model may not be indicative of the future benefit, if any, that may be received by the option holder. NOTE 10--OTHER TRANSACTIONS Included in cost of sales for the three fiscal years ended December 31, 1994, March 2, 1996 and March 1, 1997 are purchases of approximately $6,322,000, $5,139,000 and $5,471,000, respectively, from a company related to the principal shareholder, as well as a licensee of the related company. In 1991 the Company entered into an agreement with the licensee to purchase annually approximately $4,200,000 of suits. Included in prepaid expenses and other current assets at March 2, 1996 and March 1, 1997 are advances to the licensee totaling approximately $2,182,000 and $3,438,000, respectively. The advances at March 1, 1997 are for purchases to be received in the Spring and Fall of 1997 and are to be received by the Company prior to December 31, 1997. A $2,200,000 provision was made for the fiscal year and fourth quarter ended March 2, 1996 in recognition of current information that the licensee advance may not be fully recoverable. In addition, the Company has guaranteed a letter of credit on behalf of the licensee totaling approximately $150,000, which expires on July 5, 1997 and at March 1, 1997 has advanced fabric in the approximate amount of $311,000. F-14 SYMS CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) FISCAL YEARS ENDED DECEMBER 31, 1994, MARCH 2, 1996, MARCH 1, 1997 AND THE TWO MONTHS ENDED FEBRUARY 25, 1995 The Company has entered into a capital lease with the Chief Executive Officer. Included in the Statement of Income are the following expenses relating to this agreement:

The balance sheet includes the following items relating to this agreement: MARCH 2, MARCH 1, 1996 1997 -------- -------- (IN THOUSANDS) Assets under Capital Lease .................. $ 3,763 $ 3,763 Accumulated Depreciation .................... (3,101) (3,339) Capital Lease Obligation .................... 1,644 1,305 On November 22, 1996 the Company loaned the Marcy Syms Revocable Trust $500,000 toward the purchase of a house for Ms. Syms in Westchester County,Kramer Levin Naftalis & Frankel LLP, New York, New York.

The loan is evidenced by the Trust's note, which is guaranteed by Ms. Syms, and is secured by a first priority mortgage on the real estate purchased. The note bears interest at the rate of 6.6% per annum (the then Federal Mid-Term Rate) payable annually, and the principal of the note is due November 22, 2001. NOTE 11--UNAUDITED SELECTED QUARTERLY FINANCIAL DATA QUARTER ------------------------------------------- FIRST SECOND THIRD FOURTH ------- ------- ------- ------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) YEAR ENDED MARCH 2, 1996 Net sales ....................... $79,252 $72,814 $93,439 $89,245 Gross profit .................... $27,174 $24,535 $34,577 $30,903 Net income ...................... $ 1,036 $ 741 $ 5,561 $ 3,073 Net income per share ............ $ 0.06 $ 0.04 $ 0.32 $ 0.17 YEAR ENDED MARCH 1, 1997 Net Sales ....................... $83,377 $75,128 $96,225 $92,062 Gross profit .................... $30,456 $26,133 $41,494 $35,596 Net income ...................... $ 3,381 $ 1,441 $ 8,637 $ 5,606 Net income per share ............ $ 0.19 $ 0.08 $ 0.49 $ 0.32 F-15 ~~SYMS CORP AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)~~

Note: The balance sheet at March 1, 1997 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. F-16 SYMS CORP AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share amounts) TWENTY-SIX WEEKS ENDED ---------------------- AUGUST 31, AUGUST 30, 1996 1997 -------- -------- (UNAUDITED) NET SALES .......................................... $158,505 $164,239 Cost of goods sold ................................. 101,916 99,795 -------- -------- Gross profit ....................................... 56,589 64,444 EXPENSES Selling, general and administrative ................ 34,623 35,376 Advertising ........................................ 2,883 3,900 Occupancy .......................................... 6,683 7,930 Depreciation and amortization ...................... 3,830 4,290 -------- -------- Income from operations ............................. 8,570 12,948 Interest expense--net .............................. 36 241 Income before income taxes ......................... 8,534 12,707 Provision for income taxes ......................... 3,712 5,211 -------- -------- NET INCOME ......................................... $ 4,822 $ 7,496 ======= ======= Net income per shares .............................. $ 0.27 $ 0.42 ======= ======= Weighted average shares outstanding ................ 17,694 17,739 ======= ======= F-17 ~~SYMS CORP AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)~~

~~F-18~~ SYMS CORP AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THIRTEEN AND TWENTY-SIX WEEKS ENDED AUGUST 30, 1997 AND AUGUST 31, 1996 (Unaudited) NOTE 1--THE COMPANY Syms Corp (the "Company") operates a chain of forty "off-price" retail stores located throughout the Northeastern and Middle Atlantic regions and in the Midwest, Southeast and Southwest. Each store offers a broad range of first quality, in-season merchandise bearing nationally recognized designer or brand-name labels for men, women and children. NOTE 2--BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the thirteen and twenty-six week periods ended August 30, 1997 are not necessarily indicative of the results that may be expected for the entire fiscal year ending February 28, 1998. For further information, refer to the consolidated financial statements and ~~footnotes thereto included~~schedule as of February 28, 2015, the financial statements as of March 1, 2014, the changes in net assets for the ~~Company's annual~~period from March 2, 2013 to February 28, 2015 and management's assessment of the effectiveness of internal control over financial reporting as of February 28, 2015 incorporated by reference in this Prospectus have been so incorporated in reliance on the reports of BDO USA, LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The report on the financial statements contains an explanatory paragraph regarding the shareholders’ approval of a plan of liquidation on November 1, 2011 and that as a result the Company changed from a going concern basis of accounting to liquidation basis effective October 30, 2011. The paragraph further explains that the Company changed its basis of accounting back to the going concern basis of accounting on February 10, 2015.

The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents instead of having to repeat the information in this prospectus. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below that we have filed with the SEC:

our Annual Report on Form 10-K for the ~~fiscal~~ year ended ~~March 1, 1997. NOTE 3--ACCOUNTING PERIOD The Company maintains its records~~February 28, 2015, filed on May 14, 2015;

our Quarterly Report on Form 10-Q for the quarter ended May 30, 2015, filed on July 9, 2015;

the description of our common stock contained in our Current Report on Form 8-K12G3 filed on September 19, 2012, including any amendment or reports filed for the purpose of updating such description.

We also incorporate by reference into this prospectus all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus is a part and prior to effectiveness of the registration statement, or (ii) after the date of this prospectus until we sell all of the shares covered by this prospectus or the sale of shares by us pursuant to this prospectus is terminated.

You may access our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to any of these reports, free of charge on the ~~basis~~SEC’s website. You may also access the documents incorporated by reference on our website atwww.trinityplaceholdings.com. Other than the foregoing documents incorporated by reference, the information contained in, or that can be accessed through, our website is not part of this prospectus.

In addition, we will furnish without charge to each person, including any beneficial owner, to whom a prospectus is delivered, on written or oral request of such person, a copy of any or all of the documents incorporated by reference in this prospectus (not including exhibits to such documents, unless such exhibits are specifically incorporated by reference in this prospectus or into such documents). Such requests may be directed to Chief Financial Officer, Trinity Place Holdings Inc., 717 Fifth Avenue, Suite 1303, New York, New York 10022, (212) 235-2190.

This prospectus is part of a ~~52-53 week fiscal year ending~~registration statement that we have filed with the ~~Saturday closest to~~SEC. Certain information in the ~~end~~registration statement has been omitted from this prospectus in accordance with the rules of ~~February.~~the SEC. We are a public company and file proxy statements, annual, quarterly and special reports and other information with the SEC. The ~~fiscal year ending February 28, 1998~~registration statement, such reports and ~~March 1, 1997 are both comprised of 52 weeks. NOTE 4--MERCHANDISE INVENTORIES Merchandise inventories are stated~~other information can be inspected and copied at the ~~lower~~Public Reference Room of ~~cost (first in, first out)~~the SEC located at 100 F Street, N.E., Washington D.C. 20549. Copies of such materials, including copies of all or ~~market, as determined~~any portion of the registration statement, can be obtained from the Public Reference Room of the SEC at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of the retail inventory method. NOTE 5--BANK CREDIT FACILITIES The Company has an unsecured revolving credit agreement with a bank for a line of credit not to exceed $40,000,000 through December 1, 1997. InterestSEC’s home page on ~~individual advances is payable quarterly at 1 1/2% per annum below~~ the bank's base rate, except that at the time of advance, the Company has the option to select an interest rate based upon one of two other alternative calculations, with such rate to be fixed for a period not to exceed 90 days. The Company anticipates it will renew this facility for another three years for the same amount and the same terms, conditions and covenants. The average interest rate on short term borrowings was 6.13% at August 30, 1997. The average daily unused portion is subject to a commitment fee of 1/8 of 1% per annum. The Company had outstanding borrowings of $13,400,000, $4,950,000, and $6,900,000 as of August 30, 1997, March 1, 1997 and August 31, 1996, respectively. The agreement contains financial covenants, with respect to consolidated tangible net worth, as defined, working capital and maximum capital expenditures, including dividends, as well as other financial ratios. In addition, the Company has a separate $10,000,000 credit facility with another bank available for the issuance of letters of credit for the purchase of merchandise. This agreement may be cancelled at any time by either party. At August 30, 1997, March 1, 1997 and August 31, 1996 the Company had $7,436,000, $6,094,000 and $7,896,000, respectively, in outstanding letters of credit. F-19 ~~[GRAPHICS PAGE] AN EDUCATED CONSUMER IS OUR BEST CUSTOMER(R) [SYMS LOGO]~~ ================================================================================ NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, OR THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. ---------- TABLE OF CONTENTS PAGE ---- Available Information ..................................................... 3 Incorporation of Certain Documents by Reference ........................... 3 Prospectus Summary ........................................................ 4 Forward-Looking Statements ................................................ 7 Investment Considerations ................................................. 7 Use of Proceeds ........................................................... 8 Price Range of Common Stock and Dividend Policy ........................... 8 Capitalization ............................................................ 9 Selected Consolidated Financial and Operating Data ........................ 10 Management's Discussion and Analysis of Financial Condition and Results of Operations ...................................... 11 Business .................................................................. 16 Management ................................................................ 21 Principal and Selling Stockholders ........................................ 22 Description of Capital Stock .............................................. 22 Shares Eligible for Future Sale ........................................... 23 Underwriting .............................................................. 24 Legal Matters ............................................................. 25 Experts ................................................................... 25 Index to Financial Statements ............................................. 26 Report of Independent Accountants ......................................... F-1 ================================================================================ ================================================================================ 3,500,000 SHARES SYMS CORP COMMON STOCK ---------- PROSPECTUS ---------- BEAR, STEARNS & CO. INC. SALOMON BROTHERS INC ________________, 1997 ================================================================================ Internet (www.sec.gov).

INFORMATION NOT REQUIRED IN PROSPECTUS ~~ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION~~

The following table sets forth the costs and expenses to be ~~borne~~incurred by ~~the Company~~us in connection with the ~~offering described in this Registration Statement. All such expenses other than~~issuance and distribution of the ~~Securities and Exchange Commission~~securities being registered hereby. With the exception of the SEC registration fee, all fees and expenses set forth below are estimates. ~~The Selling Stockholders shall bear__________portion~~

Section 102(b)(7) of the following expenses: Securities and Exchange Commission Registration Fee ..... Transfer Agents Fees and Expenses ....................... Printing Fees and Expenses .............................. Accounting Fees and Expenses ............................ Legal Fees and Expenses ................................. Miscellaneous ........................................... Total ................................................ ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Article SevenDelaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the ~~Company's Certificate~~corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of ~~Incorporation and Article 10~~fiduciary duty as a director, except for liability for any breach of the ~~Company's By-Laws each require~~director’s duty of loyalty to the ~~Company~~corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or for any transaction from which the director derived an improper personal benefit.

“To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to ~~indemnify,~~the Corporation or to its stockholders for monetary damages for any breach of fiduciary duty as a director. No amendment to, modification of or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment, modification or repeal.”

Our certificate of incorporation provides indemnification rights to certain persons to the fullest extent permitted by law. These indemnification rights are set forth in Article Ninth of our certificate of incorporation, the text of which is set forth below.

Section ~~14A:3-5~~145 of the ~~Business~~Delaware General Corporation ~~Act~~Law concerning indemnification of ~~New Jersey, as the same may be amended or supplemented, any~~officers, directors, employees and ~~all persons whom it~~agents is set forth below.

“Section 145. Indemnification of officers, directors, employees and agents; insurance.

(a) A corporation shall have power to indemnify ~~under such Section from and against~~ any ~~and all of the expenses, liabilities~~person who was or ~~other matters referred~~is a party or is threatened to inbe made a party to any threatened, pending or covered by such Section. Section 14A:3-5 of the Business Corporation Act of New Jersey permits a corporation to indemnify all corporate agents, defined to include (among other persons) current and former officers and directors of the indemnifying corporation, against proceedingscompleted action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if ~~such corporate agent~~the person acted in good faith and in a manner hethe person reasonably believed to be in or not opposed to the best interests of the ~~corporation. With~~corporation, and, with respect to ~~proceedings other than those~~any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which ~~are criminal~~such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in ~~nature,~~which such ~~right~~action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to ~~indemnify~~indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is ~~further conditioned on~~proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such ~~corporate agent's having had no reasonable belief that his conduct was unlawful. Each~~determination: (1) By a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum; or (2) By a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (3) If there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or (4) By the stockholders.

(e) Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to the certificate of incorporation or the bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has ~~entered into~~occurred.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

(h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).”

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the ~~Company that provides that~~securities being registered, we will, unless in the ~~Company~~opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

“(i) The Corporation shall indemnify ~~such director~~and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the ~~Business~~fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation ~~Act~~or, while a director or officer of ~~New Jersey.~~the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise, nonprofit entity or other entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in paragraph (iii) of this Article with respect to an action brought by a Covered Person to recover an unpaid indemnification or advancement claim to which such Covered Person is entitled, the Corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the board of directors of the Corporation.

(ii) The ~~Company maintains directors and officers liability insurance~~Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article or otherwise.

(iii) If a claim for indemnification under this Article (following the final disposition of such proceeding) is not paid in full within sixty days after the Corporation has received a claim therefor by the Covered Person, or if a claim for any advancement of expenses under this Article is not paid in full within thirty days after the Corporation has received a statement or statements requesting such amounts to be advanced, the Covered Person shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of such claim. If successful in whole or in part, the Covered Person shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action, the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

(iv) The rights conferred on any Covered Person by this Article shall not be exclusive of any other rights which ~~insures against liabilities that~~such Covered Person may have or hereafter acquire under any statute, provision of the certificate of incorporation, the Corporation’s by-laws, agreement, vote of stockholders or disinterested directors or ~~officers~~otherwise.

(v) The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise, nonprofit entity or other entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise, non-profit entity or other entity.

(vi) Any repeal or modification of the ~~Company may incur~~provisions of this Article shall not adversely affect any right or protection hereunder of any Covered Person in respect of any proceeding (regardless of when such ~~capacities. ITEM 16. EXHIBITS The following~~proceeding is afirst threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to the time of such repeal or modification.

(vii) This Article shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

The list of ~~all~~ exhibits ~~filed as a part of~~in the Exhibit Index to this ~~Registration Statement on Form S-3, including those~~registration statement is incorporated herein by reference. ~~Exhibit Number Description~~

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of ~~Exhibits - ------- ----------------------- 1.1 Form~~the Securities Act of ~~Underwriting Agreement* 4.1 Specimen Certificate~~1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of ~~Common Stock (incorporated~~the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent, no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs (1)(i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the ~~Company's Registration Statement on Form S-1~~registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, ~~(Registration No. 2-85554)~~each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed ~~August 2, 1983~~pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and ~~declared effective September 23, 1983)** 5.1 Opinion~~included in the registration statement as of ~~Skadden, Arps, Slate, Meagher & Flom LLP* 23.1 Consent~~the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of ~~Skadden, Arps, Slate, Meagher & Flom LLP (included~~the registration statement or made in ~~Exhibit 5.1) 23.2 Consent~~a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of ~~Deloitte & Touche LLP** 24.1 Power~~the registration statement will, as to a purchaser with a time of ~~Attorney (included~~contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on ~~signature page)** - ---------- * Filed herewith. ** Previously filed. II-1~~ ~~ITEM 17. UNDERTAKINGS~~ behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The ~~Registrant~~undersigned registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the ~~Registrant's~~registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered ~~herein,~~therein, and the offering of such securities at that time shall be deemed to be the initial ~~BONA FIDE~~bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the ~~Registrant~~registrant pursuant to the provisions ~~set forth~~described in ~~Item 15,~~“Item 15. Indemnification of Directors and Officers” above, or otherwise, the ~~Registrant~~registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against, such liabilities (other than the payment by the ~~Registrant~~registrant of expenses incurred or paid by a director, officer or controlling person of the ~~Registrant~~registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the ~~Registrant~~registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. II-2

Pursuant to the requirements of the Securities Act of 1933, as amended, the ~~Registrant~~registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement ~~or amendment thereto~~ to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, ~~in the~~ State of New York, on November 17, 1997. SYMS CORP By /s/ SY SYMS ---------------------------- Name: Sy Syms Title: Chairman & Chief Executive Officer the 14th day of September, 2015.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints each of Richard Pyontek and Matthew Messinger, or either of them, as his true and lawful attorney in fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post effective amendments, exhibits thereto and other documents in connection therewith) to this registration statement and any subsequent registration statement filed by the registrant pursuant to Rule 462(b) of the Securities Act of 1933, as amended, which relates to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney in fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney in fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/ SY SYMS Chairman of the Board, Chief Executive November 17, 1997 - -------------------- Officer and a Director of the Company Sy Syms * President, Chief Operating Officer and November 17, 1997 - -------------------- a Director of the Company Marcy Syms * Vice President, Treasurer, Chief November 17, 1997 - -------------------- Financial Officer and a Director Antone F. Moreira of the Company * Vice President, Secretary, November 17, 1997 - -------------------- Merchandise Manager Men's Tailored Stephen A. Merns Clothing and Shoes, and a Director of the Company * Director of the Company November 17, 1997 - -------------------- Wilbur L. Ross, Jr. * Director of the Company November 17, 1997 - -------------------- Philip G. Barach Director of the Company November __, 1997 - -------------------- David A. Messer Director of the Company November __, 1997 - -------------------- Harvey A. Weinberg *By: /s/ SY SYMS ---------------- Attorney-in-Fact II-3 ~~EXHIBIT INDEX~~

Exhibit Number Description of Exhibits - ------ ----------------------- 1.1 Form of Underwriting Agreement* 4.1 Specimen Certificate of Common Stock (incorporated by reference to the Company's Registration Statement on Form S-1 under the Securities Act of 1933 (Registration No. 2-85554) filed August 2, 1983 and declared effective September 23, 1983)** 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP* 23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) 23.2 Consent of Deloitte & Touche LLP** 24.1 Power of Attorney (included on signature page)** - ---------- * Filed herewith. ** Previously filed. II-4

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨ (Do not check if a smaller reporting company)		Smaller reporting company		¨

	Subscription Price		Net Proceeds to Us (1)
Per Share	$	6.00	$	5.915
Total	$	30,000,000.00	$	29,575,000.00

	·	the size and timing of the rights offering;

	·	the potential dilution to our current stockholders if they choose not to participate in the offering;

	·	alternatives available for raising capital, including debt and other forms of equity raises;

	·	the impact of potential alternatives for raising equity capital on the Company’s ability to utilize its NOLs;

	·	the potential impact of the rights offering on the public float for our common stock; and

Securities Offered		We are distributing at no charge 0.248362 non-transferable subscription rights for each share of common stock that you owned as of 5:00 p.m., New York time, on the record date, , 2015, either as a holder of record or, in the case of shares held through brokers, dealers, custodian banks or other nominees on your behalf, as beneficial owner of the shares. The total number of subscription rights issued to each holder will be rounded down to the nearest whole number. As a result, we may not issue the full number of shares authorized for issuance in connection with this rights offering.

Subscription Privilege		We will distribute 0.248362 subscription rights to each holder of record of common stock for each share of common stock held by such holder. The total number of subscription rights issued to you will be rounded down to the nearest whole number. Each whole subscription right will entitle you to purchase one share of common stock at the subscription price. You may exercise your subscription privilege for some or all of your subscription rights, or you may choose not to exercise your subscription rights.

Oversubscription Privilege		If you exercise your basic subscription privilege in full, you may also subscribe to purchase a portion of our shares of common stock that are not purchased by our other stockholders through the exercise of their respective basic subscription privileges. If sufficient shares of common stock are available, we will seek to honor your oversubscription request in full, subject to right of the board of directors to reduce the number of shares that would be otherwise issuable under validly exercised rights pursuant to the oversubscription privilege, if the board of directors determines such reduction is advisable to protect the Company’s ability to utilize its NOLs; as discussed in more detail in “The Rights Offering—Limitations on the Purchase of Shares of Common Stock” and “Description of Capital Stock - Restrictions on Transfers Related to Preservation of Certain Tax Benefits Associated with NOLs.” If, however, there are not enough shares available to fully satisfy all oversubscription right requests, we will allocate the available shares of common stock pro rata among those stockholders exercising their oversubscription privilege in proportion to the product (rounded to the nearest whole number so that the subscription price multiplied by the aggregate number of shares does not exceed the aggregate offering amount) obtained by multiplying the number of shares such stockholder subscribed for under the oversubscription privilege by a fraction the numerator of which is the number of unsubscribed shares and the denominator of which is the total number of shares sought to be subscribed for under the oversubscription privilege by all holders participating in such oversubscription. The subscription agent will return any excess payments by mail without interest or deduction as soon as reasonably practical after the expiration date.

Subscription Price		The subscription price per share of common stock is $6.00. To be effective, any payment related to the exercise of a subscription right must clear prior to the expiration of the rights offering period.

Record Date		, 2015

Expiration Date		The subscription rights will expire at 5:00 p.m., New York time, on , 2015, unless the expiration date is extended. We reserve the right to extend the subscription rights period at our sole discretion, subject to the consent rights of the Standby Purchaser and Third Avenue. We will notify you of any extension of the expiration date by issuing a press release.

Procedure for Exercising Subscription Rights		The subscription rights may be exercised at any time during the subscription period, which commences on , 2015. To exercise your subscription rights, you must properly complete the enclosed subscription rights certificate and deliver it, along with the full subscription price (including any amounts in respect of your oversubscription privilege), to the subscription agent, American Stock Transfer & Trust Company LLC. before 5:00 p.m., New York time, on , 2015, unless the expiration date is extended.

		If you use the mail, we recommend that you use insured, registered mail, return receipt requested. If you hold your shares of common stock in "street name" through a broker, dealer, custodian bank or other nominee, you will not receive an actual subscription rights certificate. Instead, as described in this prospectus, you must instruct your broker, dealer, custodian bank or other nominee whether or not to exercise rights on your behalf. We will ask your broker, dealer, custodian bank or other nominee to notify you of the rights offering. If you wish to participate in the rights offering, you should complete and return to your nominee the form entitled “Beneficial Owner Election Form.” You should receive this form from your nominee with the other rights offering materials. If your shares are held in the name of a broker, dealer or other nominee, then you should send your subscription payment to that nominee as well pursuant to their instructions. You must act timely to ensure that your broker, dealer, custodian bank or other nominee acts for you and that all required forms and payments are actually received by the subscription agent prior to the expiration of the rights offering period.

(1)	This registration statement relates to (a) subscription rights to purchase common stock of the Registrant to be distributed to holders of the Registrant’s common stock; and (b) the shares of common stock deliverable upon the exercise of the subscription rights pursuant to the rights offering. This registration statement also covers any additional shares of common stock of the Registrant that may become issuable due to adjustments for changes resulting from stock dividends, stock splits, recapitalizations, mergers, reorganizations, combinations or exchanges or other similar events.

(2)	Evidencing the subscription rights to subscribe for up to 5,000,000 shares of common stock, par value $0.01 per share.

(3)	The subscription rights are being distributed without consideration. Pursuant to Rule 457(g), no separate registration fee is payable with respect to the subscription rights being offered hereby since the subscription rights are being registered in the same registration statement as the securities to be offered pursuant thereto.

(4)	Represents the gross proceeds from the assumed exercise of all non-transferable subscription rights to be distributed.

ABOUT THIS PROSPECTUS				1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS				1
QUESTIONS AND ANSWERS RELATING TO THE RIGHTS OFFERING				3
PROSPECTUS SUMMARY				10
RISK FACTORS				18
USE OF PROCEEDS				28
PRICE RANGE OF COMMON STOCK				28
CAPITALIZATION				29
THE RIGHTS OFFERING				30
INVESTMENT AGREEMENT				40
DESCRIPTION OF CAPITAL STOCK				43
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES				48
PLAN OF DISTRIBUTION				50
LEGAL MATTERS				50
EXPERTS				50
INCORPORATION BY REFERENCE				50
WHERE YOU CAN FIND MORE INFORMATION				51

Payment Adjustments		If you send a payment that is insufficient to purchase the number of shares requested, or if the number of shares requested is not specified in the rights certificate, the payment received will be applied to exercise your subscription rights to the extent of the payment. If the payment exceeds the amount necessary for the full exercise of your subscription rights, including any oversubscription rights exercised and permitted, the excess will be returned to you as soon as practicable. You will not receive interest or a deduction on any payments refunded to you under the rights offering.

Shares of Common Stock Issued and Outstanding Before the Rights Offering and After Completion of the Rights Offering and Standby Purchaser Private Placement		As of September 10, 2015, 20,131,928 shares of our common stock were issued and outstanding (excluding 4,596,543 shares held in treasury). We will issue up to a maximum of 6,666,667 shares of common stock in the rights offering and Standby Purchaser Private Placement, depending on the number of subscription rights that are exercised and the number of shares purchased by the Standby Purchaser. Based on the number of shares issued and outstanding as of September 10, 2015, if we issue all 6,666,667 shares of common stock available in this rights offering and Standby Purchaser Private Placement (assuming the rights offering is fully subscribed by existing stockholders and the Standby Purchaser therefore acquires the full Minimum Allocation of 1,666,667 Additional Shares issuable pursuant to the Investment Agreement), we would have 26,798,595 shares of common stock issued and outstanding following the completion of the rights offering and the Standby Purchaser Private Placement. The actual number of shares of common stock that will be outstanding following the rights offering will depend on the extent to which the rights offering is actually subscribed, the extent to which the board of directors waives the protective provisions of the Company’s certificate of incorporation with respect to certain significant stockholders and the number of shares actually issued pursuant to the Standby Purchaser Private Placement.

Use of Proceeds		The net proceeds to us, after deducting estimated offering expenses, will be approximately $39,575,000 if the rights offering is fully subscribed and the full Minimum Allocation of 1,666,667 Additional Shares are issued to the Standby Purchaser pursuant to the Investment Agreement. However, the actual amount of net proceeds will depend on the extent to which the rights offering is actually subscribed, the extent to which the board of directors waives the protective provisions of the Company’s certificate of incorporation with respect to certain significant stockholders and the number of shares actually issued pursuant to the Standby Purchaser Private Placement, and it is possible that net proceeds to us will be less than this amount. We estimate that the expenses of the rights offering will be approximately $425,000. We intend to use the net proceeds in connection with the redevelopment, predevelopment and repositioning and development of existing properties, investments in new opportunities, to make payments contemplated by the Plan and general corporate purposes. See “Use of Proceeds.”

Reduction in Size of Rights Offering or Standby Purchaser Private Placement to Preserve Tax Benefits		Although the Company currently believes this is unlikely to occur, the board of directors reserves the right to reduce the size of the rights offering and/or the number of shares issuable pursuant to the Investment Agreement, subject to the terms and conditions of the Investment Agreement, if the board of directors determines such reduction is reasonably necessary in order to preserve the Company’s ability to utilize the full benefits of its NOLs and related tax benefits. See “The Rights Offering—Limitations on the Purchase of Shares of Common Stock”.

No Revocation of Exercise by Stockholders		All exercises of subscription rights are irrevocable, even if you later learn information about us that you consider unfavorable. You should not exercise your subscription rights unless you are certain that you wish to purchase the shares of common stock offered pursuant to this rights offering.

Conditions to the Rights Offering		The completion of the rights offering is subject to the conditions described under “The Rights Offering— Amendment, Withdrawal and Termination.”

Amendment; Cancellation		We may amend the terms of the rights offering or extend the rights offering period. We also reserve the right to cancel the rights offering at any time prior to the expiration date for any reason. If the rights offering is cancelled, all subscription payments received by the subscription agent will be returned, without interest or penalty, as soon as practicable to those persons who subscribed for shares in the rights offering. We will notify you of any amendments or modifications to the terms of the rights offering, or if the rights offering is cancelled, by issuing a press release.

No Board Recommendation		Our board of directors is making no recommendations regarding your exercise of the subscription rights. You are urged to make your own decision whether or not to exercise your subscription rights based on your own assessment of our business and the rights offering. See “Risk Factors.”

Issuance of Common Stock		All shares that you purchase in the rights offering will be issued in book-entry, or uncertificated, form. When issued, the shares will be registered in the name of the subscription rights holder of record. As soon as practicable after the expiration of the rights offering, the subscription agent will arrange for the issuance of the shares of common stock purchased pursuant to the subscription privilege. Subject to state securities laws and regulations, we have the discretion to delay distribution of any shares you may have elected to purchase by exercise of your subscription rights in order to comply with state securities laws.

Quotation of Common Stock		Our common stock is quoted on the OTCQB under the symbol “TPHS.”

Certain Material U.S. Federal Income Tax Consequences		The receipt and exercise of your subscription rights generally should not be taxable under U.S. federal income tax laws. You should, however, seek specific tax advice from own personal tax advisor in light of own personal tax situation, including as to the applicability and effect of any other tax laws. See “Certain Material U.S. Federal Income Tax Consequences.”

Subscription Agent		American Stock Transfer & Trust Company, LLC

Information Agent		D.F. King and Co., Inc.

Risk Factors		Stockholders considering making an investment by exercising subscription rights in the rights offering should carefully read and consider the information set forth in “Risk Factors” beginning on page 18 of this prospectus, together with the other information contained in or incorporated by reference into this prospectus, before making a decision to invest in our common stock.

•	volatility in global and/or U.S. equities markets;

•	changes in the real estate markets in which we operate;

•	our ability to develop, re-develop or sell the Trinity Place Property and our other properties;

•	changes in general conditions in the United States and global economies or financial markets, including those resulting from war, incidents of terrorism or responses to such events;

•	the potential issuance of additional shares of common stock;

•	rights of the holders of the Series A preferred stock and special stock to appoint a majority of the members of our board of directors;

•	limitations in our certificate of incorporation on acquisitions and dispositions of our common stock designed to protect our NOLs and certain other tax attributes;

•	vacancies in the two directorships elected by the holders of our common stock, or the EC Directors, may be filled only by a majority of the remaining EC Directors then in office or, if there are no such EC Directors in office, by a majority of the remaining members of the board of directors; and

	High		Low
Fiscal Year Ended February 27, 2016:
Third Quarter (through September 10, 2015)	$	6.30	$	6.10
Second Quarter	$	8.01	$	6.00
First Quarter	$	8.40	$	6.50

Fiscal Year Ended February 28, 2015:
Fourth Quarter	$	7.25	$	6.25
Third Quarter		6.60		5.75
Second Quarter		6.10		5.76
First Quarter		8.20		5.52

Fiscal Year Ended March 1, 2014:
Fourth Quarter	$	5.75	$	4.15
Third Quarter		5.50		4.15
Second Quarter		5.75		3.62
First Quarter		7.20		5.25

	As of May 30, 2015
	Actual			As Adjusted(1)
	(unaudited)
	(in thousands, except share amounts)
Cash and cash equivalents	$	19,453		$	59,453
Restricted cash		6,987			6,987
Total Cash	$	26,440		$	66,440
Loan payable, including current portion	$	40,000		$	40,000
Stockholders’ equity:
Common stock, $0.01 par value—authorized, 79,999,997 shares; issued and outstanding, 20,121,619 shares actual, 26,788,286 shares as adjusted.		247			314
Preferred stock, $0.01 par value—authorized, 2 shares; issued and outstanding, 2 shares (actual and as adjusted).		-			-
Special stock, $0.01 par value—authorized, 1 share; issued and outstanding , 1 share (actual and as adjusted).		-			-
Designation preferred stock, $0.01 par value—authorized, 40,000,000 shares; zero shares issued and outstanding (actual and as adjusted)		-			-
Additional paid-in capital		42,895			82,828
Treasury stock, at cost; 4,590,185 shares of common stock		(48,230	)		(48,230	)
Retained earnings		6,208			6,208
Accumulated other comprehensive income (loss)		(1,476	)		(1,476	)
Total stockholders’ (deficit) equity		(356	)		39,644
Total capitalization	$	39,644		$	79,644

By mail:		By overnight courier:

American Stock Transfer & Trust Company, LLC		American Stock Transfer & Trust Company, LLC
Operations Center		Operations Center
Attn: Reorganization Department		Attn: Reorganization Department
P.O. Box 2042		6201 15^th Avenue
New York, New York 10272-2042		Brooklyn, New York 11219

	•		our Current Reports on Form 8-K, filed on August 20, 2015 and September 14, 2015;

	•		our definitive proxy statement on Schedule 14A, filed on June 26, 2015; and

SEC registration fee	$	3,486
Accounting fees and expenses	$	*
Legal fees and expenses	$	*
Printing and engraving expenses	$	*
Miscellaneous expenses	$	*
Total	$	425,000

	TRINITY PLACE HOLDINGS INC.

	By:	/s/ Matthew Messinger
	Name:	Matthew Messinger
	Title:	President and Chief Executive Officer

Signatures	Title	Date

/s/ Matthew Messinger	President and Chief Executive Officer	September 14, 2015
Matthew Messinger	(Principal Executive Officer)

/s/ Richard G. Pyontek	Chief Financial Officer (Principal Financial	September 14, 2015
Richard G. Pyontek	Officer, Principal Accounting Officer)

/s/ Alexander C. Matina	Director	September 14, 2015
Alexander C. Matina

/s/ Alan Cohen	Director	September 14, 2015
Alan Cohen

/s/ Joanne M. Minieri	Director	September 14, 2015
Joanne M. Minieri

/s/ Keith M. Pattiz	Director	September 14, 2015
Keith M. Pattiz

/s/ Marina Shevrytalova	Director	September 14, 2015
Marina Shevyrtalova

Exhibit No.		Description

2.1		Modified Second Amended Joint Chapter 11 Plan of Reorganization of Syms Corp. and its Subsidiaries (incorporated by reference to Exhibit 99.1 of the Form 8-K filed by the Company on September 6, 2012) (Commission File No. 001-08546)

2.2		Agreement and Plan of Merger by and between Syms Corp. and Trinity Place Holdings Inc. dated September 14, 2012 (incorporated by reference to Exhibit 2.1 of the Form 8-K12G3 filed by the Company on September 19, 2012) (Commission File No. 001-54805)

4.1		Amended and Restated Certificate of Incorporation of Trinity Place Holdings Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed by the Company on February 13, 2015) (Commission File No. 001-08546)

4.2		Bylaws of Trinity Place Holdings Inc. (incorporated by reference to Exhibit 3.2 of the Form 8-K filed by the Company on September 19, 2012) (Commission File No. 001-08546)

4.3		Form of the Company’s Common Stock Certificate

4.4*		Form of Subscription Rights Certificate

4.5*		Form of Subscription Agent Agreement

4.6*		Form of Information Agent Agreement

4.7		Investment Agreement, dated September 11, 2015, by and among Trinity Place Holdings Inc. and MFP Partners, L.P. (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Company on September 14, 2015) (Commission File No. 001-08546)

4.8		Investment Agreement, dated September 11, 2015, by and among Trinity Place Holdings Inc. and Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund (incorporated by reference to Exhibit 10.2 of the Form 8-K filed by the Company on September 14, 2015) (Commission File No. 001-08546)

5.1*		Opinion of Kramer Levin Naftalis & Frankel LLP

23.1		Consent of BDO USA, LLP

23.2*		Consent of Kramer Levin Naftalis & Frankel LLP (included in Exhibit 5.1)

24.1		Powers of Attorney (included on signature page)

99.1*		Form of Instructions for Use of Trinity Place Holdings Inc. Subscription Rights Certificates

99.2*		Form of Letter to Stockholders who are Record Holders

99.3*		Form of Letter to Stockholders who are Beneficial Holders

99.4*		Form of Letter to Clients

99.5*		Form of Beneficial Owner Election Form

99.6*		Form of Nominee Holder Certification

*		To be filed by amendment.