0001164073-05-000013.txt : 20120614
0001164073-05-000013.hdr.sgml : 20120614
20050401145835
ACCESSION NUMBER: 0001164073-05-000013
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050401
DATE AS OF CHANGE: 20050401
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-44629
FILM NUMBER: 05725023
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
IRS NUMBER: 134082842
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 460 PARK AVENUE, 12TH FL
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2125210974
MAIL ADDRESS:
STREET 1: 460 PARK AVENUE, 12TH FL
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER COMPANY:
FORMER CONFORMED NAME: MORNINGSIDE VALUE INVESTORS LLC
DATE OF NAME CHANGE: 20011226
SC 13D/A
1
mrsa13da3-050401.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)
AMENDMENT NO. 3
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)
460 Park Avenue, 12th Floor
New York, New York 10022
212 750-7117
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
February 9, 2005
(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 4 Pages)
------------------- ----------------
CUSIP No. 570268102 13D/A Page 2 of 4 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 620,100
SHARES
--------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
--------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 620,100
REPORTING
--------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
620,100
----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES * [ ]
----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.5%
----------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO
----------------------------------------------------------------
(Page 2 of 4 Pages)
-------------------
CUSIP No. 570268102 13D/A Page 3 of 4 Pages
-------------------
AMENDMENT NO. 3 TO SCHEDULE 13D
This Amendment No. 3, dated April 1, 2005, to Schedule 13D is
filed by the Reporting Persons and amends Schedule 13D/A as previously
filed by the Reporting Persons with the Securities and Exchange Commission
on December 2, 2004 (the "Schedule 13D"), relating to the common stock
(the "Common Stock") of MARISA CHRISTINA INC, a Delaware Corporation.
Items 3 and 5 of the Schedule 13D are hereby amended and restated, as
follows:
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of April 1, 2005, Hummingbird has caused each of HVF
and Microcap Fund to invest approximately $537,440 and
$249,962, respectively, in the Shares of the Issuer using their
respective working capital.
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 620,100 Shares
representing approximately 8.5% of the outstanding shares of the Issuer
(based upon 7,295,065 shares outstanding as of March 17, 2005, as reported
on the latest Definitive Schedule 10-K of the Issuer for December 31, 2004).
Hummingbird disclaims any 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 620,100
shares representing approximately 8.5% of the outstanding shares of the Issuer
(based upon 7,295,065 shares outstanding as of March 17, 2005, as reported
on the latest Definitive Schedule 10-K of the Issuer for December 31, 2004).
Mr. Sonkin disclaims any economic interest or beneficial ownership of the
Shares.
(Page 3 of 4 Pages)
-------------------
CUSIP No. 570268102 13D/A Page 4 of 4 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
---- ---- ------ -----------
1/31/2005 open market purchase 7,500 0.990
2/2/2005 open market purchase 12,500 0.990
2/9/200 open market purchase 10,000 0.970
2/18/205 open market purchase 7,500 0.970
2/25/2005 open market purchase 12,500 0.970
3/11/2005 open market purchase 18,200 0.985
Hummingbird caused the Microcap Fund to effect no transactions
in the Shares during the past 60 days.
(d) Inapplicable.
(e) Inapplicable.
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: April 1, 2005
HUMMINGBIRD MANAGEMENT, LLC
By: /s/ Paul D. Sonkin
-----------------------------
Name: Paul D. Sonkin
Title: Managing Member