-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CiJSeW+klq0pU4NRfSScbMDmeUr5qbl+oQvX2EFWFi5hRLDeTCTUgOncHobVEISQ poTtAaf6IOYea73913/MwA== 0000902595-96-000131.txt : 19961126 0000902595-96-000131.hdr.sgml : 19961126 ACCESSION NUMBER: 0000902595-96-000131 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961125 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DONNKENNY INC CENTRAL INDEX KEY: 0000029693 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 510228891 STATE OF INCORPORATION: DE FISCAL YEAR END: 1204 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43115 FILM NUMBER: 96671699 BUSINESS ADDRESS: STREET 1: 1411 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 5402286181 MAIL ADDRESS: STREET 1: 1411 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DORCHESTER PARTNERS L P CENTRAL INDEX KEY: 0000946097 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954341963 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1999 AVE OF THE STARS STREET 2: SUITE 1950 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3102017795 MAIL ADDRESS: STREET 1: 1999 AVE OF THE STARS STREET 2: SUITE 1950 CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Donnkenny, Inc. (Name of Issuer) Common Stock (Title of Class and Securities) 258006105 (CUSIP Number of Class of Securities) Michael J. Halpern 1999 Avenue of the Stars, Suite 1950 Los Angeles, CA 90067 (310) 201-7795 Copy to: Kent V. Graham O'Melveny & Myers LLP 1999 Avenue of the Stars, 7th Floor Los Angeles, CA 90067 (310) 246-6820 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 13, 1996 (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 which is the subject of this Schedule 13D and is filing this schedule because of Rule 13D- 1(b)(3) or (4), check the following box: [ ] Check the following box if a fee is being paid with this Statement: [ ] (1) NAME OF REPORTING PERSON Dorchester Partners, L.P. (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [ ] (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 : (7) SOLE VOTING POWER : -0- SHARES OF COMMON STOCK : : (8) SHARED VOTING POWER Number Of Shares : 674,200 SHARES OF COMMON STOCK Beneficially Owned : By Each Reporting : (9) SOLE DISPOSITIVE POWER Person With : -0- SHARES OF COMMON STOCK : : (10) SHARED DISPOSITIVE POWER : 674,200 SHARES OF COMMON STOCK (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 674,200 SHARES OF COMMON STOCK (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.82% (14) TYPE OF REPORTING PERSON PN (1) NAME OF REPORTING PERSON Dorchester Advisors, Inc. (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ ] (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 CALIFORNIA : (7) SOLE VOTING POWER : -0- SHARES OF COMMON STOCK : : (8) SHARED VOTING POWER Number Of Shares : 674,200 SHARES OF COMMON STOCK Beneficially Owned : By Each Reporting : (9) SOLE DISPOSITIVE POWER Person With : -0- SHARES OF COMMON STOCK : : (10) SHARED DISPOSITIVE POWER : 674,200 SHARES OF COMMON STOCK (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 674,200 SHARES OF COMMON STOCK (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.82% (14) TYPE OF REPORTING PERSON CO (1) NAME OF REPORTING PERSON Michael J. Halpern (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [ ] (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 : (7) SOLE VOTING POWER : 55,900 SHARES OF COMMON STOCK : : (8) SHARED VOTING POWER Number Of Shares : 730,100 SHARES OF COMMON STOCK Beneficially Owned : By Each Reporting : (9) SOLE DISPOSITIVE POWER Person With : 55,900 SHARES OF COMMON STOCK : : (10) SHARED DISPOSITIVE POWER : 730,100 SHARES OF COMMON STOCK (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 730,100 SHARES OF COMMON STOCK (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.22% (14) TYPE OF REPORTING PERSON IN PRELIMINARY NOTE On November 15, 1996, shortly after the date that triggered the Reporting Persons' obligation to file this Schedule 13D, Donnkenny, Inc. ("DNKY"), a Delaware corporation, announced negative news with respect to its financial results, leading to a significant decline in the market price of the Common Stock (as defined below). Upon hearing of that announcement, the Reporting Persons commenced sales of shares, and as of the date of this filing, owned less than 5% of DNKY's Common Stock. Accordingly, immediately after this filing, the Reporting Persons are filing an Amendment to this Schedule 13D reporting a termination of their filing obligations. This Schedule 13D reflects the Reporting Persons' holdings of the Common Stock as of November 15, 1996, the date of their maximum holdings of DNKY. ITEM 1. SECURITY AND ISSUER The equity securities to which this statement relates are Common Stock, par value $.01 per share (the "Common Stock") of DNKY, which has its principal executive offices at 1411 Broadway, New York, New York 10018. At June 1, 1996, DNKY had outstanding 13,996,640 shares of Common Stock, according to information provided to the Reporting Persons (as defined below) by DNKY on June 1, 1996. ITEM 2. IDENTITY AND BACKGROUND (A) This statement is filed by (i) Dorchester Partners, L.P., a Delaware limited partnership ("Partners"), (ii) Dorchester Advisors, Inc., a California Corporation ("Advisors"), and (iii) Michael J. Halpern, an individual ("Halpern"), (collectively the "Reporting Persons"). Partners is a private investment partnership engaging in the purchase and sale of securities for investment for its own account. Advisors is the sole general partner of Partners. Halpern is the sole stockholder, officer and director of Advisors. Halpern is in a position to determine the investment and voting decisions made by Advisors and, consequently, by Partners. In addition, Halpern is the sole stockholder, officer and director of Granamex Capital, Inc., a California corporation, which, through an investment advisory contract with Dorchester Offshore Fund, Inc., a Cayman Islands corporation (the "Managed Account"), controls the investment and voting decisions with respect to the shares of DNKY owned by the Managed Account. Therefore, Halpern is the beneficial owner of the shares acquired by Partners and the Managed Account, and the Reporting Persons may be deemed to be a "group" within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 with respect to the shares acquired by Partners and the Managed Account. (B) The business address of each of Partners, Advisors and Halpern is: 1999 Avenue of the Stars, Suite 1950 Los Angeles, California 90067 (C) The present principal occupation or employment of each of the Reporting Persons is as follows: Partners: private investment partnership Advisors: general partner of Partners Halpern: Chief Executive Officer, Chief Financial Officer, and Secretary of Advisors (D) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (E) During the last five years, none of the Reporting Persons has been a party in a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in its or his being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (F) Halpern is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The aggregate purchase price (including commissions, if any) for the shares of Common Stock reported on this Schedule 13D as held by the Reporting Persons was $7,953,977. The shares of Common Stock reported herein as beneficially owned by the Reporting Persons were purchased with working investment capital. ITEM 4. PURPOSE OF TRANSACTION The shares of Common Stock reported herein were acquired for investment purposes. Depending upon the Reporting Persons' continuing evaluation of DNKY's business and prospects, alternative investment opportunities and any other factors the Reporting Persons deem relevant, the Reporting Persons may, from time to time, purchase additional shares of Common Stock on the open market or in privately negotiated transactions or otherwise. The Reporting Persons have no plans or proposals that relate to, or could result in, any of the matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D. However, as a part of their ongoing review of investment alternatives, the Reporting Persons have not excluded the possibility of considering such matters in the future, and, from time to time, the Reporting Persons may seek to hold discussions with other stockholders of DNKY and other third parties, including competitors or potential competitors of DNKY, regarding possible transactions described in paragraphs (b) through (j) of Item 4 of Schedule 13D. The Reporting Persons may also seek to have discussions with management of DNKY and may make suggestions and/or recommendations to management of DNKY with respect to the business of DNKY. The Reporting Persons may, at any time and from time to time, review or reconsider their position with respect to DNKY, and formulate plans or proposals with respect to any of such matters. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (A) As of November 15, 1996, Partners was the direct, beneficial owner of 674,200 shares of Common Stock, which constitutes 4.82% of the outstanding shares of Common Stock (based upon the number of shares that were reported to be outstanding by DNKY on June 1, 1996). Advisors did not directly own any Common Stock but, by virtue of its position as the general partner of Partners, may be deemed to own beneficially the shares of Common Stock held by Partners. The Managed Account was the direct, beneficial owner of 55,900 shares of Common Stock, which constitutes .40% of the outstanding shares of Common Stock Halpern does not directly own any Common Stock, but, by virtue of his control over the investment and voting decisions of (i) Advisors (and therefore, Partners), and (ii) the Managed Account, Halpern may be deemed to own beneficially the shares of Common Stock held by Partners and the Managed Account. Therefore, Halpern was the indirect beneficial owner of 730,100 shares of Common Stock, which constitutes 5.22% of the outstanding shares of the Common Stock. (B) Partners, Advisors and Halpern may be deemed to share the power to vote or to direct the vote and to dispose or to direct the disposition of the shares of Common Stock held by Partners. Halpern may be deemed to have sole power to vote or to direct the vote and to dispose or to direct the disposition of the shares of Common Stock held by the Managed Account. (C) The following table sets forth the transactions effected by Partners and the Managed Account during the past sixty days. Each of the transactions set forth below reflects a purchase effected by means of an over-the-counter trade. The Price Per Share excludes commissions, if any. By or Price Per Number of Shares Entity Engaging Trade Date Sell Share Purchased or Sold in Transaction 11/11/96 B $9.821 6500 Partners 11/11/96 B 9.821 500 Managed Account 11/13/96 B 8.300 46,100 Partners 11/13/96 B 8.300 3900 Managed Account 11/14/96 S 7.764 31,700 Partners 11/14/96 S 7.764 3900 Managed Account 11/15/96 B 7.138 27,700 Partners 11/15/96 B 7.138 2300 Managed Account 11/15/96 B 7.000 7500 Partners 11/18/96 S 4.500 44,600 Partners 11/18/96 S 4.500 5400 Managed Account 11/18/96 S 4.354 100,700 Partners 11/18/96 S 4.805 19,200 Managed Account 11/18/96 S 4.805 130,800 Partners 11/19/96 B 4.250 35,300 Partners 11/19/96 B 4.250 4700 Managed Account 11/19/96 B 4.658 54,900 Partners 11/19/96 B 4.658 4500 Managed Account 11/20/96 S 4.453 3700 Partners 11/20/96 S 4.453 300 Managed Account 11/20/96 B 4.662 15,700 Partners 11/20/96 B 4.662 1300 Managed Account 11/21/96 S 3.875 23,100 Partners 11/21/96 S 3.819 121,400 Partners 11/21/96 S 3.875 1900 Managed Account 11/21/96 S 3.819 10,100 Managed Account 11/22/96 S 3.750 500 Managed Account 11/22/96 S 3.750 5500 Partners
(D) The Managed Account has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of DNKY owned by the Managed Account. To the best of Reporting Person's knowledge, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of DNKY that the Reporting Persons may be deemed to own beneficially. (E) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OF RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER NONE. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. JOINT ACQUISITION STATEMENT. SIGNATURE After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 25, 1996 DORCHESTER ADVISORS, INC. By: ___/s/ Michael J. Halpern___ Michael J. Halpern President DORCHESTER PARTNERS, L.P. By: Dorchester Advisors, Inc. General Partner By: ___/s/ Michael J. Halpern___ Michael J. Halpern President ___/s/ Michael J. Halpern___ MICHAEL J. HALPERN EXHIBIT INDEX Exhibit No. Description Page 1. Joint Acquisition Statement 11 EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-1(F)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: November 25, 1996 DORCHESTER ADVISORS, INC. By: ___/s/ Michael J. Halpern___ Michael J. Halpern President DORCHESTER PARTNERS, L.P. By: Dorchester Advisors, Inc. General Partner By: ___/s/ Michael J. Halpern___ Michael J. Halpern President ___/s/ Michael J. Halpern___ MICHAEL J. HALPERN -----END PRIVACY-ENHANCED MESSAGE-----