-----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, KZJa6q+s/yo+511dKVBMNOasDwwAplIBd4QpRBIHjQUpZVCfNlo0Sc4PgLcjmiTv kdsteDxRNxta9akSRbxnog== 0000889812-97-000082.txt : 19970117 0000889812-97-000082.hdr.sgml : 19970117 ACCESSION NUMBER: 0000889812-97-000082 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970116 SROS: NASD GROUP MEMBERS: A CAP, INC. GROUP MEMBERS: ASSOCIATED CAPITAL LP GROUP MEMBERS: ASSOCIATED CAPITAL OFFSHORE, L.P. GROUP MEMBERS: ASSOCIATED CAPITAL, L.P. GROUP MEMBERS: JAY H. ZISES GROUP MEMBERS: SELIG A. ZISES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAYENNE SOFTWARE INC CENTRAL INDEX KEY: 0000880229 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042784044 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42173 FILM NUMBER: 97506974 BUSINESS ADDRESS: STREET 1: 8 NEW ENGLAND EXECUTIVE PARK CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 6172739003 FORMER COMPANY: FORMER CONFORMED NAME: BACHMAN INFORMATION SYSTEMS INC /MA/ DATE OF NAME CHANGE: 19921111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASSOCIATED CAPITAL LP CENTRAL INDEX KEY: 0000864939 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 521 5TH AVE 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10175 BUSINESS PHONE: 2128729662 MAIL ADDRESS: STREET 1: 521 5TH AVE 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10175 SC 13D/A 1 AMENDMENT NO. 10 OMB APPROVAL ----------------------------- OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response......14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* Cayenne Software, Inc. (formerly Bachman Information Systems, Inc.) - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 056359102 - -------------------------------------------------------------------------------- (CUSIP Number) Associated Capital, L.P. Associated Capital Offshore, L.P. Margery K. Neale, Esq. A Cap, Inc. Shereff, Friedman, Hoffman & Goodman, LLP Jay H. Zises 919 Third Avenue Selig A. Zises New York, New York 10022 Nancy J. Frankel-Zises (212) 758-9500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 13, 1997 ----------------------------------------------------- (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 the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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). SCHEDULE 13D CUSIP No. 056359102 Page 2 of 13 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ASSOCIATED CAPITAL, 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 ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,000,000 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 1,000,000 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING REASON 1,000,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 056359102 Page 3 of 13 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ASSOCIATED CAPITAL OFFSHORE, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS NUMBER OF 7 SOLE VOTING POWER SHARES 25,000 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 25,000 WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING REASON 25,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 056359102 Page 4 of 13 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON A CAP, INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK 7 SOLE VOTING POWER 1,025,000 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH 1,025,000 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING REASON 1,025,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 056359102 Page 5 of 13 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JAY H. ZISES 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC, PF, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES 7 SOLE VOTING POWER 1,424,900 NUMBER OF 8 SHARED VOTING POWER SHARES 150,000 BENEFICIALLY 9 SOLE DISPOSITIVE POWER OWNED BY 1,424,900 EACH REPORTING 10 SHARED DISPOSITIVE POWER PERSON 150,000 WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING REASON 1,574,900 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 056359102 Page 6 of 13 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SELIG A. ZISES 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS PF, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES 7 SOLE VOTING POWER 692,400 NUMBER OF 8 SHARED VOTING POWER SHARES 25,000 BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH 692,400 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 25,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING REASON 717,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D This Amendment No. 10 amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission on March 23, 1995, as amended by Amendments No. 1, 2, 3, 4, 5, 6, 7, 8 and 9 thereto (the "Statement") with respect to the common stock, $.01 par value per share, of Cayenne Software, Inc. (the "Common Stock"). Only those items of the Statement that are amended and supplemented hereby are included herein. Unless otherwise defined herein, all capitalized terms shall have the respective meanings ascribed to them in the Statement. Item 2. Identity and Background (a), (b), (c) and (f) Associated Capital Offshore, L.P., a Cayman Islands limited partnership ("Associated Offshore"), is being added to the Reporting Persons originally specified in the Statement. The business address of Associated Offshore is c/o Goldman Sachs (Cayman) Trust, Limited, P.O. Box 896, George Town, Grand Cayman, Cayman Islands, British West Indies. The principal business of Associated Offshore is investments. Item 3. Source and Amount of Funds Associated Capital purchased an aggregate of 95,000 shares at an aggregate cost of $488,657.50, using its own funds. Associated Offshore purchased an aggregate of 25,000 shares at an aggregate cost of $110,625, using its own funds. The 4,000 shares of Common Stock purchased by Justin Zises were purchased at an aggregate cost of $21,500, using his own funds. The 4,000 shares of Common Stock purchased by Lara Zises were purchased at an aggregate cost of $21,500, using her own funds. The 3,900 shares of Common Stock purchased by Samantha Zises were purchased at an aggregate cost of $20,962.50, using her own funds. Selig A. Zises purchased an aggregate of 85,000 shares of Common Stock for his personal and retirement accounts at an aggregate cost of $423,552.50, using his own funds. All of the amounts reported herein are net of commissions. Item 5. Interest in Securities of the Issuer (a) and (b) Associated Capital is the beneficial and record owner of 1,000,000 shares of Common Stock, or 5.7% of the outstanding shares of Common Stock. Associated Offshore is the beneficial and record owner of 25,000 shares of Common Stock, or 0.1% of the outstanding shares of Common Stock. As the general partner of Associated Capital, A Cap has the sole power to vote and to direct the voting of and the sole power to dispose and direct the disposition of the 7 1,000,000 shares of Common Stock owned by Associated Capital. As the investment manager of Associated Offshore, A Cap has the sole power to vote and to direct the voting of and the sole power to dispose and direct the disposition of the 25,000 shares of Common Stock owned by Associated Offshore.1 Accordingly, A Cap may be deemed to be the beneficial owner of such 1,025,000 shares of Common Stock or 5.8% of the outstanding shares of Common Stock. Jay Zises, as President of A Cap, has the sole power to vote and to direct the voting of, and to dispose and to direct the disposition of, the shares of Common Stock deemed to be beneficially owned by A Cap. Accordingly, Mr. Zises may be deemed to be the beneficial owner of such 1,025,000 shares of Common Stock or 5.8% of the outstanding shares of Common Stock. Jay Zises is the beneficial and record owner of an aggregate of 370,000 shares of Common Stock or 2.1% of the outstanding in his personal account, individual retirement account ("IRA") and Keogh account. As hereinafter described, Mr. Zises also may be deemed to own beneficially an additional 179,900 shares of Common Stock or 1.0% of the outstanding. Such shares are owned of record as follows: (i) 30,000 shares of Common Stock (0.2%) held in the account of his son, Justin Zises, (ii) 29,900 shares of Common Stock (0.2%) held in an UGMA account for the benefit of his daughter, Meryl Zises, (iii) 30,000 shares of Common Stock (0.2%) in the account of his daughter, Lara Zises, and (iv) 30,000 shares of Common Stock (0.2%) in the account of his daughter, Samantha Zises, (v) 35,000 shares of Common Stock (0.2%) in the account of his ex-wife, Susan Zises, and (vi) 25,000 shares of Common Stock (0.1%) in the account of his mother-in-law, Inge Frankel. In addition to the 1,000,000 shares of Common Stock owned by Associated Capital and the 25,000 shares of Common Stock owned by Associated Offshore, Jay Zises has sole power to vote or direct the vote of, and to dispose and to direct the disposition of, 399,900 shares of Common Stock, consisting of (A) the 370,000 shares held in Mr. Zises's personal, IRA and Keogh accounts, and (B) the 29,900 shares held in the UGMA account for Meryl Zises. Jay Zises has shared power to vote or direct the voting of, and shared power to dispose or direct the disposition of 150,000 shares of Common Stock, consisting of (A) the 30,000 shares held in Lara Zises's account, (B) the 30,000 shares held in Samantha Zises's account, (C) the 30,000 shares held in Justin Zises's account, (D) the 35,000 shares held in Susan Zises's account, and (E) the 25,000 shares held in Inge Frankel's account. Selig A. Zises is the beneficial and record owner of an aggregate of 692,400 - -------- 1 A Cap Ltd., a Cayman Islands company, is the sole general partner of Associated Offshore. A Cap Ltd. has delegated all of its discretionary authority over the investments of Associated Offshore to A Cap as investment manager. 8 shares of Common Stock, or 3.9% of the outstanding, in Mr. Zises's personal account and IRA. In addition, as described below, Mr. Zises also may be deemed to own beneficially an additional 25,000 shares of Common Stock, or 0.1% of the outstanding, held in the account of his daughter, Lynn Zises. Selig A. Zises has sole power to vote or direct the voting of, and sole power to dispose or direct the disposition of 692,400 shares of Common Stock, consisting of all of the shares held in Mr. Zises's personal and IRA accounts. Selig A. Zises has shared power to vote or direct the voting of, and shared power to dispose or direct the disposition of 25,000 shares of Common Stock, consisting of the shares held in Lynn Zises's account. The number of shares beneficially owned by each of the Reporting Persons and the percentage of outstanding shares represented thereby, have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"). The percentage of ownership of the Reporting Persons is based on 17,687,406 outstanding shares of Common Stock of the Issuer as of November 8, 1996, based on the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996. Item 7. Material to be Filed as Exhibits Exhibit A. Agreement of Joint Filing. Exhibit B. Purchases of Common Stock of Issuer. 9 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. ASSOCIATED CAPITAL, L.P. By: A CAP, INC., as General Partner By: /s/ Jay H. Zises ------------------------------- Jay H. Zises, President ASSOCIATED CAPITAL OFFSHORE, L.P. By: A CAP, LTD., as General Partner By: /s/ J.D. Hunter ------------------------------- J.D. Hunter, Managing Director A CAP, INC. By: /s/ Jay H. Zises ------------------------------- Jay H. Zises, President /s/ Jay H. Zises ------------------------------- Jay H. Zises /s/ Selig A. Zises ------------------------------- Selig A. Zises Dated: January 16, 1997 10 EX-99.A 2 AGREEMENT OF JOINT FILING AGREEMENT OF JOINT FILING In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) of a statement on Schedule 13D or any amendments thereto, with respect to the Common Stock, par value $.01, of Cayenne Software, Inc. and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on the 16th day of January, 1997. ASSOCIATED CAPITAL, L.P. By: A CAP, INC., as General Partner By: /s/ Jay H. Zises, President ------------------------------- Jay H. Zises, President ASSOCIATED CAPITAL OFFSHORE, L.P. By: A CAP, LTD., as General Partner By: /s/ J.D. Hunter ------------------------------- J.D. Hunter, Managing Director A CAP, INC. By: /s/ Jay H. Zises, President ------------------------------- Jay H. Zises, President /s/ Jay H. Zises, ------------------------------- Jay H. Zises /s/ Selig A. Zises, ------------------------------- Selig A. Zises /s/ Nancy Frankel-Zises, ------------------------------- Nancy Frankel-Zises EX-99.B 3 PURCHASES OF COMMON STOCK OF ISSUER Cayenne Software, Inc.
Trade Date # of shares Price Net $ ---------- ----------- -------- ----------- Associated Capital 10/16/96 15,000 $5.463 $81,937.50 10/17/96 20,000 $5.438 $108,750.00 10/18/96 2,500 $5.188 $12,968.75 10/22/96 20,000 $4.938 $98,750.00 10/23/96 37,500 $4.967 $186,251.25 SUBTOTAL 1,000,000 $5.131 $5,131,172.00 Associated Offshore 1/13/97 25,000 $4.425 $110,625.00 SUBTOTAL 25,000 $4.425 $110,625.00 Selig Zises 10/16/96 10,000 $4.938 $49,375.00 10/18/96 10,000 $5.375 $53,750.00 10/21/96 10,000 $5.142 $51,420.00 10/22/96 10,000 $5.000 $50,000.00 10/25/96 10,000 $5.392 $53,920.00 10/25/96 5,000 $5.500 $27,500.00 11/01/96 5,000 $5.330 $26,650.00 11/06/96 25,000 $4.438 $110,937.50 11/06/96 -25,000 $4.031 ($100,782.50)**
- -------- ** Parentheses indicate sale of shares. Page 12
Trade Date # of shares Price Net $ ---------- ----------- -------- ----------- SUBTOTAL 692,400 $4.927 $3,411,570.50 Justin Zises 10/17/96 4,000 $5.375 $21,500.00 SUBTOTAL 30,000 $4.914 $147,425.00 Lara Zises 10/17/96 4,000 $5.375 $21,500.00 SUBTOTAL 30,000 $4.893 $146,800.00 Samantha Zises 10/17/96 3,900 $5.375 $20,962.50 SUBTOTAL 30,000 $4.913 $147,387.50 Current TOTAL 2,366,300 Percent Owned 13.4%
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