-----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, RalNvQJIue9LnPrBpor8xyZXQr+nrpBtxgww5rothph1d+kV92xuhn8QCoWb1YvR 0361oBFrrymEmYJ+KgRdig== 0001164073-03-000019.txt : 20030130 0001164073-03-000019.hdr.sgml : 20030130 20030130111745 ACCESSION NUMBER: 0001164073-03-000019 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030130 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARISA CHRISTINA INC CENTRAL INDEX KEY: 0000923149 STANDARD INDUSTRIAL CLASSIFICATION: KNIT OUTERWEAR MILLS [2253] IRS NUMBER: 133078311 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47028 FILM NUMBER: 03531198 BUSINESS ADDRESS: STREET 1: 8101 TONNELLE AVE CITY: NORTH BERGEN STATE: NJ ZIP: 07047-4601 BUSINESS PHONE: 5163525050 MAIL ADDRESS: STREET 1: 8101 TONNELLE AVE CITY: NORTH BERGEN STATE: NJ ZIP: 07047-4601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUMMINGBIRD MANAGEMENT LLC CENTRAL INDEX KEY: 0001164073 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 153 E. 53RD ST. STREET 2: 55TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125210974 MAIL ADDRESS: STREET 1: 153 E. 53RD ST. STREET 2: 55TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: MORNINGSIDE VALUE INVESTORS LLC DATE OF NAME CHANGE: 20011226 SC 13D 1 mrsa13d-0301.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) MARISA CHRISTINA INC. (NAME OF ISSUER) Common Stock (TITLE OF CLASS OF SECURITIES) 570268102 (CUSIP NUMBER) Paul D. Sonkin Hummingbird Management, LLC (f/k/a Morningside Value Investors, LLC) 153 East 53rd Street, 55th Floor New York, New York 10022 212 521-0975 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) January 21, 2003 (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 6 pages) - ------------------- ---------------- CUSIP No. 570268102 13D Page 2 of 6 Pages - ------------------- ----------------- - ---------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Hummingbird Management, LLC (f/k/a Morningside Value Investors, LLC) IRS No. 13-4082842 - ---------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A GROUP* (a) [ ] (b) [ ] - ---------------------------------------------------------------- 3. SEC USE ONLY - ---------------------------------------------------------------- 4. SOURCES OF FUNDS OO - ---------------------------------------------------------------- 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 7. SOLE VOTING POWER 370,600 SHARES -------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY -------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER 370,600 REPORTING -------------------------------------------------- PERSON WITH 10. SHARED DISPOSITIVE POWER 0 - ---------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 370,600 - ---------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] - ---------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.1% - ---------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* OO - ---------------------------------------------------------------- (Page 2 of 6 pages) - ------------------- CUSIP No. 570268102 13D Page 3 of 6 Pages - ------------------- ITEM 1 SECURITY AND ISSUER Title of Class of Securities Common stock Name and Address of Issuer MARISA CHRISTINA INC (the "Company" or the "Issuer") 8101 TONNELLE AVE NORTH BERGEN, NJ 07047-4601 ITEM 2 IDENTITY AND BACKGROUND This statement is being filed by Hummingbird Management, LLC (f/k/a Morningside Value Investors, LLC), a Delaware limited liability company("Hummingbird"), whose principal business and principal office address is 153 East 53rd Street, 55th Floor, New York, New York 10022. Hummingbird acts as investment manager to The Hummingbird Value Fund, L.P. ("HVF") and to The Hummingbird Microcap Value Fund, L.P. (the "Microcap Fund") and has the sole investment discretion and voting authority with respect to the investments owned of record by each of HVF and Microcap Fund. Accordingly, Hummingbird may be deemed for purposes of Rule 13d-3 of the Securities and Exchange Act of 1934, as amended ("Rule 13d-3"), to be the beneficial owner of the Shares owned by HVF and Microcap Fund. The managing member of Hummingbird is Paul Sonkin. Mr. Sonkin is also the managing member of Hummingbird Capital, LLC (f/k/a Morningside Capital, LLC) ("HC"), the general partner of HVF and Microcap Fund. Both HVF and Microcap Fund are Delaware limited partnerships whose principal business and principal office address is 153 East 53rd Street, 55th Floor, New York, New York 10022 and whose principal business is investing in securities in order to achieve its investment objectives. Mr. Sonkin is a citizen of the United States and HC is a Delaware limited liability company. The principal business and principal office address of both Mr. Sonkin and HC is 153 East 53rd Street, 55th Floor, New York, New York 10022. During the past five years none of Hummingbird, HVF, Microcap Fund, Mr. Sonkin or HC has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which any of the foregoing was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws, or finding any violation with respect to such laws. (Page 3 of 6 pages) - ------------------- CUSIP No. 570268102 13D Page 4 of 6 Pages - ------------------- ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of January 30, 2003 Hummingbird has caused each of HVF and Microcap Fund to invest approximately $345,906 and $165,044, respectively, in the Shares of the Issuer using their respective working capital. ITEM 4 PURPOSE OF TRANSACTION The Shares were acquired for investment purposes. However, Hummingbird may hold talks or discussions with various parties, including, but not limited to, the Issuer's management, its board of directors and other shareholders on a variety of possible subjects regarding ways to increase shareholder value. Some of the suggestions Hummingbird might make may affect control of the Issuer and/or may relate to the following: the merger, acquisition or liquidation of the Issuer, the sale or transfer of the assets of the Issuer, a change in the board of directors or the management of the Issuer, a change in the present capitalization or dividend policy of the Issuer or a change in the Issuer's charter or by-laws. Hummingbird intends to pay close attention to developments at and pertaining to the Issuer, and, subject to market conditions and other factors deemed relevant by Hummingbird, Hummingbird may, directly or indirectly, purchase additional Shares of the Issuer or dispose of some or such Shares in open-market transaction or privately negotiated transactions. ITEM 5 INTEREST IN SECURITIES OF THE ISSUER (a) - (b) As the holder of sole voting and investment authority over the Shares owned by HVF and the Microcap Fund, Hummingbird may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of the aggregate amount of 370,600 Shares representing approximately 5.1% of the outstanding shares of the Issuer (based upon 7,295,065 shares outstanding as of November 13, 2002, as reported on the latest Definitive Schedule 10-Q of the Issuer for September 30, 2002). Hummingbird disclaimsany economic interest or beneficial ownership of the Shares covered by this Statement. Mr. Sonkin is the managing member and control person of Hummingbird, and for purposes of Rule 13d-3 may be deemed the beneficial owner of such Shares deemed to be beneficially owned by Hummingbird. Thus, Mr. Sonkin may be deemed, for purposes of Rule 13d-3, to be the beneficial owner of 370,600 shares representing approximately 5.1% of the outstanding shares of the Issuer (based upon 7,295,065 shares outstanding as of November 13, 2002, as reported on the latest Definitive Schedule 10-Q of the Issuer for September 30, 2002). Mr. Sonkin disclaims any economic interest or beneficial ownership of the Shares. (Page 4 of 6 pages) - ------------------- CUSIP No. 570268102 13D Page 5 of 6 Pages - ------------------- (c) Hummingbird caused HVF to effect transactions in the Shares during the past 60 days as set forth below:
AMOUNT OF DATE TYPE SHARES PRICE/SHARE ---- ---- ------ ----------- 12/16/02 open market purchase 3,000 1.17 12/17/02 open market purchase 5,000 1.18 12/18/02 open market purchase 5,000 1.2 12/20/02 open market purchase 8,000 1.1639 12/24/02 open market purchase 41,000 1.0315 12/26/02 open market purchase 2,500 1.12 1/21/03 open market purchase 6,700 1.1799
Hummingbird caused Microcap Fund to effect transactions in the Shares during the past 60 days as set forth below:
AMOUNT OF DATE TYPE SHARES PRICE/SHARE ---- ---- ------ ----------- 12/16/02 open market purchase 2,000 1.17 12/17/02 open market purchase 4,000 1.18 12/20/02 open market purchase 1,200 1.1639 12/26/02 open market purchase 2,500 1.12
(d) Inapplicable. (e) Inapplicable. (Page 5 of 6 pages) - ------------------- CUSIP No. 570268102 13D Page 6 of 6 Pages - ------------------- ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not applicable. ITEM 7 MATERIAL TO BE FILED AS EXHIBITS Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 30, 2003 HUMMINGBIRD MANAGEMENT, LLC By: /s/ Paul D. Sonkin ----------------------------- Name: Paul D. Sonkin Title: Managing Member -----END PRIVACY-ENHANCED MESSAGE-----