-----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,
SQUHUmsvg4wW6wF6ErEf4ijfDewQq/1pE3E/P2zEc4fDDSG2psS5wUOENpEEQ39k
uffH8uA8gZfqksQtJP+pWQ==
SECURITIES AND EXCHANGE COMMISSION ___________________ SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT (Amendment No. 11) CHEROKEE, INC.
WASHINGTON, D.C. 20549
(Rule 13d-101)
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Name of Issuer)
Common Stock, par value $.02 per share
________________________________________________
(Title of Class of Securities)
16444H102
________________________________________________
(CUSIP NUMBER)
Timothy G. Ewing
Value Partners, Ltd.
c/o Ewing & Partners
Suite 808
4514 Cole Avenue
Dallas, Texas 75205
Tel. No.: (214) 522-2100
________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 20, 2000
________________________________________________
(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(e), 13d-1(f) or 13d-1(g), check the following box [ ]
CUSIP No. 16444H102 |
13D/A |
|
1 |
NAME OF REPORTING PERSONS Value Partners, Ltd. - 75-2291866 |
|||
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 Not Applicable |
[ ] |
||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Texas |
|||
NUMBER OF |
7 |
SOLE VOTING POWER 2,028,169* |
||
8 |
SHARED VOTING POWER 0 |
|||
9 |
SOLE DISPOSITIVE POWER 2,028,169* |
|||
10 |
SHARED DISPOSITIVE POWER 0 |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,028,169* |
|||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
|
||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.9% |
|||
14 |
TYPE OF REPORTING PERSON PN |
*But see Item 5
CUSIP No. 16444H102 |
13D/A |
|
1 |
NAME OF REPORTING PERSONS Ewing & Partners - 75-2741747 |
|||
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 Not Applicable |
[ ] |
||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Texas |
|||
NUMBER OF |
7 |
SOLE VOTING POWER 0 |
||
8 |
SHARED VOTING POWER 0* |
|||
9 |
SOLE DISPOSITIVE POWER 0 |
|||
10 |
SHARED DISPOSITIVE POWER 0* |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0* |
|||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
|
||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%* |
|||
14 |
TYPE OF REPORTING PERSON PN |
*But see Item 5
CUSIP No. 16444H102 |
13D/A |
|
1 |
NAME OF REPORTING PERSONS Timothy G. Ewing |
||||
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 Not applicable |
[ ] |
|||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Texas |
||||
NUMBER OF |
7 |
SOLE VOTING POWER 29,077 |
|||
8 |
SHARED VOTING POWER 0* |
||||
9 |
SOLE DISPOSITIVE POWER 29,077 |
||||
10 |
SHARED DISPOSITIVE POWER 0* |
||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0* |
||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
|
|||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3%* |
||||
14 |
TYPE OF REPORTING PERSON IN |
*But see Item 5
Amendment No. 11 to SCHEDULE 13D
This Amendment No. 11 to Schedule 13D is being filed on behalf of Value Partners, Ltd., a Texas limited partnership ("Value Partners"), Ewing & Partners, a Texas general partnership ("Ewing & Partners"), and Timothy G. Ewing ("Ewing"), the managing general partner of Ewing & Partners, as an amendment to the Statement on Schedule 13D, relating to shares of common stock, par value $.02 per share ("Common Stock"), of Cherokee, Inc. (the "Issuer"), as filed with the Securities and Exchange Commission on February 6, 1995, and as amended from time to time since such date to the date hereof (the "Statement"). The Statement is hereby amended and supplemented as follows:
Item 2. Identity and Background
Item 2 of the Initial Statement is hereby amended and restated in its entirety to read as follows:
(a)-(c) This statement is filed on behalf of Value Partners, Ewing & Partners (formerly known as Fisher Ewing Partners) and Ewing. Ewing & Partners is the general partner of Value Partners. Ewing and Ewing Asset Management, Inc., a Texas limited liability company ("EAM"), are the general partners of Ewing & Partners, and Ewing is the managing general partner of Ewing & Partners. EAM is controlled by Ewing. The principal place of business for Value Partners, Ewing & Partners, EAM and Ewing is: c/o Ewing & Partners, Suite 808, 4514 Cole Avenue, Dallas, Texas, 75205.
The present principal occupation or employment of Ewing is managing general partner of Ewing & Partners. The principal business of EAM is acting as a general partner of Ewing & Partners. The principal business of Value Partners is the investment in and trading of capital stocks, warrants, bonds, notes, debentures and other securities.
(d) None of Value Partners, Ewing & Partners, EAM or Ewing, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of Value Partners, Ewing & Partners, EAM or Ewing has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.
(f) Ewing is a citizen of the United States of America.
Item 4. Purpose of Transaction.
Item 4 of the Initial Statement is hereby amended and restated in its entirety to read as follows:
As of the date hereof, Value Partners beneficially owns 2,028,169 shares of Common Stock. Value Partners has acquired all 2,028,169 shares of Common Stock beneficially owned by it solely for investment purposes. Depending on its evaluation of the Issuer, other investment opportunities, market conditions, and such other factors as it may deem material, Value Partners may seek to acquire additional shares of Common Stock in the open market, in private transactions, or otherwise, or may dispose of all or a portion of the shares of Common Stock owned by it.
Ewing acquired the 24,077 shares of Common Stock owned directly by him solely for his personal investment purposes. On June 14, 1999, Mr. Ewing was granted options from the Issuer to purchase 5,000 shares of Common Stock at a price of $8.00 per share. These options are immediately exercisable and will expire June 14, 2009. Thus, Ewing beneficially owns 29,077 shares of Common Stock. Depending on his evaluation of the Issuer, other investment opportunities, market conditions, and such other factors as it may deem material, Ewing may seek to acquire additional shares of Common Stock in the open market, in private transactions, or otherwise, or may dispose of all or a portion of the shares of Common Stock owned by him.
Item 5. Interest In Securities of the Issuer
Item 5 of the Statement is hereby amended and restated as follows:
(a) As of the date hereof, Value Partners beneficially owns 2,028,169 shares of Common Stock, which represents 23.9% of the Issuer's outstanding shares of Common Stock, which such percentage was calculated by dividing (i) 2,028,169 shares of Common Stock by (ii) 8,480,705 shares of Common Stock outstanding as of April 14, 2000, based upon the Issuer's Annual Report on Form 10-K405 filed with the Securities and Exchange Commission on April 17, 2000. As of the date hereof, Ewing beneficially owns 29,077 shares of Common Stock, which represents 0.3% of the Issuer's outstanding shares of Common Stock.
(b) Value Partners has the sole power to vote and dispose of the 2,028,169 shares of Common Stock beneficially owned by it. However, Ewing & Partners, as general partner of Value Partners, may direct the vote and disposition of the 2,028,169 shares of Common Stock owned by Value Partners. Similarly, Ewing, as managing general partner of Ewing & Partners, may direct the vote and disposition of the 2,028,169 shares of Common Stock owned by Value Partners. Ewing may also direct the vote and disposition of 29,077 shares of Common Stock beneficially owned by Ewing.
The filing of this statement on Schedule 13D shall not be construed as an admission that Ewing or Ewing & Partners is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the 2,028,169 shares of Common Stock beneficially owned by Value Partners. Pursuant to Rule 13d-4, Ewing and Ewing & Partners disclaim all such beneficial ownership.
(c) During the past 60 days, Value Partners effected the following transactions in the Common Stock in the over-the-counter market:
Transaction |
Buy/Sell |
Quantity |
Price per |
4/20/00 |
Sale |
84,700 |
$7.25 |
*Price per share includes broker's commissions.
(d) Ewing and Ewing & Partners may be deemed to have the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by Value Partners.
(e) Not applicable.
Item 7. Material to be filed as Exhibits
Exhibit 5 |
Joint Filing Agreement dated April 27, 2000 between Value Partners, Ewing & Partners and Ewing. |
Signatures
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 27, 2000
|
VALUE PARTNERS, LTD. |
|
|
|
|
|
By: |
EWING & PARTNERS |
|
|
By: |
/S/ TIMOTHY G. EWING |
|
EWING & PARTNERS |
|
|
|
|
|
By: |
/S/ TIMOTHY G. EWING |
|
/S/ TIMOTHY G. EWING |
EXHIBIT 5
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the common stock, par value $.02 per share, Cherokee, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of April 27, 2000.
|
VALUE PARTNERS, LTD. |
|
|
|
|
|
By: |
EWING & PARTNERS |
|
|
By: |
/S/ TIMOTHY G. EWING |
|
EWING & PARTNERS |
|
|
|
|
|
By: |
/S/ TIMOTHY G. EWING |
|
/S/ TIMOTHY G. EWING |