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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Cambex Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.10 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
132008103
- --------------------------------------------------------------------------------
(CUSIP Number)
Associated Capital, 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)
August 9, 1995
-----------------------------------------------------
(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).
SEC 1746(12-91)
<PAGE>
SCHEDULE 13D
CUSIP No. 132008103 Page 2 of 15 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
7 SOLE VOTING POWER
NUMBER OF 438,500
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 438,500
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING REASON
438,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
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.
SEC 1746(12-91)
<PAGE>
SCHEDULE 13D
CUSIP No. 132008103 Page 3 of 15 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
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
NUMBER OF 438,500
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 438,500
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING REASON
438,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
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.
SEC 1746(12-91)
<PAGE>
SCHEDULE 13D
CUSIP No. 132008103 Page 4 of 15 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, 00
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
NUMBER OF 521,500
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 76,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 521,500
PERSON
WITH 10 SHARED DISPOSITIVE POWER
76,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING REASON
597,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
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.
SEC 1746(12-91)
<PAGE>
SCHEDULE 13D
CUSIP No. 132008103 Page 5 of 15 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
NUMBER OF 109,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 49,500
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 109,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
49,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING REASON
158,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
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.
SEC 1746(12-91)
<PAGE>
SCHEDULE 13D
CUSIP No. 132008103 Page 6 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NANCY J. FRANKEL-ZISES
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
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
NUMBER OF 45,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 45,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING REASON
45,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
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.
SEC 1746(12-91)
<PAGE>
SCHEDULE 13D
Item 3. Source and Amount of Funds
Associated Capital purchased an aggregate of 438,500 shares at an
aggregate cost of $3,502,162.50, using its own funds. Jay H. Zises
purchased an aggregate of 80,000 shares of Common Stock for his personal
and retirement accounts at an aggregate cost of $588,650 using his own
funds. The 20,500 shares of Common Stock acquired by Justin Zises were
acquired at an aggregate cost of $207,326.25 using his own funds. The
3,000 shares of Common Stock acquired in the Uniform Gift to Minors Act
("UGMA") for Meryl Zises were acquired at an aggregate cost of $20,946,
using funds from the UGMA account. The 20,500 shares of Common Stock
acquired by Lara Zises were acquired at an aggregate cost of $207,326.25
using her own funds. The 20,000 shares of Common Stock acquired by
Samantha Zises were acquired at an aggregate cost of $201,511.25 using her
own funds. The 15,000 shares of Common Stock acquired by Susan Zises were
acquired at an aggregate cost of $134,879, using her own funds. Selig A.
Zises purchased an aggregate of 109,000 shares of Common Stock for his
personal and retirement accounts at an aggregate cost of $1,070,926.50,
using his own funds. The 49,500 shares of Common Stock acquired by Lynn
Zises were acquired at an aggregate cost of $515,344.50, using her own
funds. Nancy J. Frankel-Zises purchased an aggregate of 45,000 shares of
Common Stock for her retirement account at an aggregate cost of $319,692.50
using her own funds.
All of the amounts reported herein are net of commissions.
Item 5. Interest in Securities of the Issuer
(a) and (b) Associated is the beneficial and record owner of 438,500
shares of Common Stock, or 5.0% of the outstanding shares of Common Stock.
As the general partner of Associated, 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 438,500 shares of Common Stock owned by Associated.
Accordingly, A Cap may be deemed to be the beneficial owner of such 438,500
shares of Common Stock or 5.0% of the outstanding shares of
1
<PAGE>
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 438,500 shares of
Common Stock or 5.0% of the outstanding shares of Common Stock.
Jay Zises is the beneficial and record owner of an aggregate of 80,000
shares of Common Stock or 0.9% 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 79,000
shares of Common Stock or 0.9% of the outstanding. Such shares are owned of
record as follows: (i) 20,500 shares of Common Stock, or 0.2% of the
outstanding, held in the account of his son, Justin Zises, (ii) 3,000 shares of
Common Stock (less than 0.1%) held in an UGMA account for the benefit of his
daughter, Meryl Zises, (iii) 20,500 shares of Common Stock, or 0.2% of the
outstanding, in the account of his daughter, Lara Zises, (iv) 20,000 shares of
Common Stock, or 0.2% of the outstanding, in the account of his daughter,
Samantha Zises, and (v) 15,000 shares of Common Stock, or 0.2% of the
outstanding, in the account of his ex-wife, Susan Zises.
In addition to the 438,500 shares of Common Stock owned by Associated,
Jay Zises has sole power to vote or direct the vote of, and to dispose and to
direct the disposition of, 83,000 shares of Common Stock, consisting of (A) the
80,000 shares held in Mr. Zises's personal, IRA and Keogh accounts, and (B)
the 3,000 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 76,000 shares of Common Stock, consisting of
(A) the 20,500 shares held in Lara Zises's account, (B) the 20,000 shares
held in Samantha Zises's account, (C) the 20,500 shares held in Justin
Zises's account, and (D) the 15,000 shares held in Susan Zises's account.
Selig A. Zises is the beneficial and record owner of an aggregate of
109,000 shares of Common Stock, or 1.2% 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 49,500 shares of Common Stock, or
0.6% 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 109,000 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 49,000 shares of Common
Stock, consisting of the shares held in Lynn Zises's account.
Nancy Frankel-Zises is the beneficial and record owner of an aggregate
of 45,000 shares of Common Stock, or 0.5% of the outstanding, in her IRA
account.
Nancy Frankel-Zises has sole power to vote or direct the voting of,
and sole power to dispose or direct the disposition of 45,000 shares of Common
Stock, consisting of all of
2
<PAGE>
the shares held in her personal 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 8,737,617 outstanding shares of Common
Stock of the issuer on July 17, 1995 based on the Issuer's report on Form 10-Q
for the quarter ended June 3, 1995.
(c) See Exhibit B attached hereto for information concerning
transactions made.
(d) Notwithstanding the fact that Jay H. Zises and Selig A. Zises may
be deemed to beneficially own the shares of Common Stock held in the accounts of
members of their respective families, each of the accounts established in the
name or for the benefit of Lara Zises, Samantha Zises, Justin Zises, Meryl
Zises, Susan Zises and Lynn Zises that holds shares of Common Stock will have
the right to receive dividends payable with respect to such shares of Common
Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Each of Jay H. Zises and Selig A. Zises, as the case may be, have
informal understandings with certain of their respective family members pursuant
to which Jay H. Zises or Selig A. Zises exercises investment discretion with
respect to and on behalf of such family members. Pursuant to such arrangements,
Jay Zises may purchase and sell securities of the Issuer for the respective
accounts of Lara Zises, Samantha Zises, Susan Zises and Justin Zises, and Selig
Zises may purchase and sell securities of the Issuer for the account of Lynn
Zises. In addition, as trustee of an UGMA account established for the benefit
of Meryl Zises, Jay Zises may exercise investment discretion with respect to
securities of the Issuer held in such account.
Item 7. Material to be Filed as Exhibits
Exhibit B. Purchases of Common Stock of Issuer.
3
<PAGE>
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
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
/s/ Nancy Frankel-Zises
----------------------------------
NANCY FRANKEL-ZISES
Dated: August 9, 1995
<PAGE>
EXHIBIT B
NEW PURCHASES OF COMMON STOCK
CAMBEX CORPORATION
AS OF 8/9/95
Trade Date # of shares Price Net $
Selig Zises 7/14/95 10,000 $10.125 $101,250.00
7/17/95 4,000 $9.875 $39,500.00
SUB TOTAL 14,000 $10.054 $140,750.00
Lynn Zises 7/17/95 5,000 $9.875 $49,375.00
7/31/95 3,400 $12.875 $43,775.00
8/1/95 6,600 $12.875 $84,975.00
SUB TOTAL 15,000 $11.875 $178,125.00
Susan Zises 7/18/95 10,000 $9.088 $90,879.00
7/18/95 3,000 $8.750 $26,250.00
7/18/95 2,000 $8.875 $17,750.00
SUB TOTAL 15,000 $8.992 $134,879.00
Associated Capital 7/19/95 4,000 $8.500 $34,000.00
7/20/95 9,500 $9.060 $86,070.00
8/9/95 25,000 $12.188 $304,687.50
SUB TOTAL 38,500 $11.033 $424,757.50
Nancy Zises 7/28/95 5,000 $12.375 $61,875.00
SUB TOTAL 5,000 $12.375 $61,875.00
TOTAL as of 7/12 713,500
(amend date)
Current Total 801,000
% ownership 9.17%
