0000921895-12-001674.txt : 20120815 0000921895-12-001674.hdr.sgml : 20120815 20120815172530 ACCESSION NUMBER: 0000921895-12-001674 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120815 DATE AS OF CHANGE: 20120815 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COLE KENNETH PRODUCTIONS INC CENTRAL INDEX KEY: 0000921691 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 133131650 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49181 FILM NUMBER: 121037908 BUSINESS ADDRESS: STREET 1: 603 WEST 50 STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2015838508 MAIL ADDRESS: STREET 1: 603 WEST 50 STREET CITY: NEW YORK STATE: NY ZIP: 10019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bandera Partners LLC CENTRAL INDEX KEY: 0001399386 IRS NUMBER: 205269850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 50 BROAD STREET, SUITE 1820 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2122324582 MAIL ADDRESS: STREET 1: 50 BROAD STREET, SUITE 1820 CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 sc13da108708005_08132012.htm sc13da108708005_08132012.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 1)1

Kenneth Cole Productions, Inc.
(Name of Issuer)

Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)

193294105
(CUSIP Number)
 
Jefferson Gramm
Bandera Partners LLC
50 Broad Street, Suite 1820
New York, New York 10004
(212) 232-4583

Steve Wolosky, Esq.
Olshan Frome Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 13, 2012
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

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


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP NO. 193294105
 
1
NAME OF REPORTING PERSON
 
 Bandera Partners LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
383,860
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
383,860
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENFICIALLY OWNED BY EACH REPROTING PERSON
 
383,860
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.7%
14
TYPE OF REPORTING PERSON
 
IA

 
2
 
CUSIP NO. 193294105
 
1
NAME OF REPORTING PERSON
 
Gregory Bylinsky
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
383,860
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
383,860
11
AGGREGATE AMOUNT BENFICIALLY OWNED BY EACH REPROTING PERSON
 
383,860
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.7%
14
TYPE OF REPORTING PERSON
 
IN

 
3
 
CUSIP NO. 193294105
 
1
NAME OF REPORTING PERSON
 
Jefferson Gramm
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
15,716
8
SHARED VOTING POWER
 
383,860
9
SOLE DISPOSITIVE POWER
 
15,716
10
SHARED DISPOSITIVE POWER
 
383,860
11
AGGREGATE AMOUNT BENFICIALLY OWNED BY EACH REPROTING PERSON
 
399,576
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.8%
14
TYPE OF REPORTING PERSON
 
IN

 
4
 
CUSIP NO. 193294105
 
1
NAME OF REPORTING PERSON
 
Andrew Shpiz
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
383,860
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
383,860
11
AGGREGATE AMOUNT BENFICIALLY OWNED BY EACH REPROTING PERSON
 
383,860
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.7%
14
TYPE OF REPORTING PERSON
 
IN

 
5
 
CUSIP NO. 193294105
 
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”).  This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by Bandera Partners were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.  The aggregate purchase price of the 383,860 Shares owned directly by Bandera Partners is approximately $4,461,180, excluding brokerage commissions.  The aggregate purchase price of the 15,716 Shares owned directly by Mr. Gramm is approximately $221,717.  Mr. Gramm acquired these Shares with personal funds.
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a) - 5(c) are hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 10,472,839 Shares outstanding as of August 1, 2012, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2012.
 
As of the close of business on August 14, 2012, Bandera Partners beneficially owned 383,860 Shares constituting approximately 3.7% of the Shares outstanding.  Mr. Gramm directly owned 15,716 Shares, which, together with the Shares beneficially owned by Bandera Partners, constitutes approximately 3.8% of the Shares outstanding.  By virtue of their respective relationships with Bandera Master Fund discussed in further detail in Item 2, each of Bandera Partners, Mr. Bylinsky, Mr. Gramm and Mr. Shpiz may be deemed to beneficially own the Shares owned by Bandera Master Fund.
 
(b)           Bandera Partners may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 383,860 Shares directly owned by Bandera Master Fund.  As Managing Partners, Managing Directors and Portfolio Managers of Bandera Partners, each of Mr. Bylinsky, Mr. Gramm and Mr. Shpiz may be deemed to have the shared power to dispose of, direct the disposition of, vote or direct the vote of 383,860 Shares directly owned by Bandera Master Fund. Mr. Gramm may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of the 15,716 Shares owned directly by him.
 
(c)           Schedule A annexed hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons.  All of such transactions were effected in the open market.
 
Item 5(e) is hereby amended and restated to read as follows:
 
(e)           The Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares on August 10, 2012.
 
 
6
 
CUSIP NO. 193294105
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: August 15, 2012
   
 
BANDERA PARTNERS LLC
   
   
 
By:
/s/ Gregory Bylinsky
   
Name:
Gregory Bylinsky
   
Title:
Managing Director


   
 
By:
/s/ Gregory Bylinsky
   
Name:
Gregory Bylinsky
       

   
 
By:
/s/ Jefferson Gramm
   
Name:
Jefferson Gramm
 
   
 
By:
/s/ Andrew Shpiz
   
Name:
Andrew Shpiz
 

 
 
7
 
CUSIP NO. 193294105
 
SCHEDULE A

Transactions in the Shares During the Past 60 Days

Shares of Common
Stock Sold
Price Per
Share($)
Date of
Sale

BANDERA PARTNERS LLC
 
(4,100)
15.1000
07/17/2012
(100)
15.1000
07/18/2012
(4,800)
15.1013
07/19/2012
(1,505)
15.1000
07/25/2012
(122)
15.1000
07/25/2012
(24,200)
15.1000
07/26/2012
(3,800)
15.1000
07/27/2012
(11,175)
15.1000
07/27/2012
(4,700)
15.1000
07/30/2012
(45,000)
15.0006
08/10/2012
(22,100)
15.0015
08/13/2012
(39,051)
15.0100
08/13/2012
(39,708)
15.0384
08/14/2012

 
GREGORY BYLINSKY

None.

JEFFERSON GRAMM

None.

ANDREW SHPIZ

None.