SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Cache, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
127150-30-8
(CUSIP Number)
Andrew M. Saul, c/o Cache, Inc., 1460 Broadway, New York, N.Y.
10036
Telephone (212) 840-4242
(Name, address and telephone number of person
authorized to receive notices and communications)
February 26, 1996
(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 [X]. (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 the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for purposes 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).
PAGE 1 OF 8 PAGES
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CUSIP No. 127150-30-8
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON: Jane Berkey
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS**: AF, PF, OO
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): N/A [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER: 463,046
SHARES
______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER: 0
OWNED BY
______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER: 463,046
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER: 0
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 463,046
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11): 5.09%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **: IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 8 PAGES
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Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $
.01 per share (the "Common Stock"), issued by Cache, Inc.
("Cache"), a Florida corporation, whose principal executive
offices are located at 1460 Broadway, New York, N.Y. 10036.
Item 2. Identity and Background.
(a) This statement is filed by Jane Berkey, with
respect to shares of Common Stock beneficially owned by her.
(b) Jane Berkey's business address is c/o Jane
Rotrosen Agency, 318 East 51st Street, New York, N.Y. 10022.
(c) Jane Berkey's present principal employment is as
sole proprietor of the Jane Rotrosen Agency. The address of the
Jane Rotrosen Agency is 318 East 51st Street, New York, N.Y.
10022. The principal business of the Jane Rotrosen Agency is the
literary agency business.
(d) Jane Berkey has not, during the last five years,
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Jane Berkey has not, during the last five years,
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, the result of
which was or is to subject her 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) Jane Berkey is a citizen of the United States.
Item 3. Source and Amount of Funds.
Of the 463,046 shares of Common Stock beneficially
owned by Jane Berkey, the source and amount of funds for the
acquisition of such shares are as follows:
(i) 200,415 shares were acquired through the purchase
of such shares using personal funds;
(ii) 184,332 shares were acquired in exchange for the
delivery of a promissory note having a principal
amount of $1 million and bearing interest at
an annual rate of five percent (5%) to Joseph E.
Saul, who is Jane Berkey's father and a
director of Cache (See Item 5 for disclaimer of group
membership). The promissory note is attached as Exhibit 1
to this Schedule 13D.
(iii)44,299 shares were acquired as a gift from
Jane Berkey's parents, Joseph Saul and Norma
Saul.
(iv) 30,000 shares were acquired on February 26, 1996
for $106,177.50. The funds for the purchase
were obtained through an unsecured loan from
Joseph Saul.
(v) 4,000 shares were acquired on March 7, 1996 for
$13,202.50. The funds for the purchase were obtained through
an unsecured loan from Joseph Saul.
Page 3 of 8
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Item 4. Purpose of Transaction.
The shares of Common Stock beneficially owned by Jane
Berkey have been acquired by Jane Berkey in the ordinary course
for investment purposes. Jane Berkey may make further purchases
of the Common Stock from time to time and may dispose of any or
all shares of Common Stock held by her at any time. Jane Berkey
may, at any time and from time to time, review or reconsider her
position with respect to Cache, and formulate plans or proposals
with respect to any such matters, but has no present intention of
doing so.
Item 5. Interest in Securities of the Issuer.
(a) Jane Berkey owns beneficially a total of 463,046
shares of the Common Stock (5.09% of the total shares deemed
outstanding, based on figures reported by Cache as outstanding at
November 8, 1995). Jane Berkey owns all the shares individually
and has the sole power to vote and to dispose all of such shares
(b) Jane Berkey is the sister of Andrew M. Saul,
Chairman of the Board and Director of Cache, and the daughter of
Joseph Saul, a Director of Cache. Jane Berkey, however, retains
sole voting power and power to dispose her shares and thus
disclaims participation in a "group" with Andrew Saul and Joseph
Saul for purposes of this Schedule 13D.
(c) The trading dates, number of shares purchased or
sold and price per share for all transactions by Jane Berkey with
respect to the Common Stock during the past 60 days are set forth
in Schedule A.
The shares of Common Stock from each of these transactions are
included in the total beneficial ownership figure reported in
Items 7, 9 and 11 on the cover page to this Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
(a) Jane Berkey is the sister of Andrew M. Saul,
Chairman of the Board and Director of Cache, and the daughter of
Joseph Saul, a Director of Cache. Jane Berkey, however, retains
sole voting power and power to dispose her shares and thus
disclaims participation in a "group" with Andrew Saul and Joseph
Saul for purposes of this Schedule 13D.
Item 7. Material to be Filed as Exhibits.
The following documents are exhibits filed herewith:
1. Promissory note delivered by Jane Berkey to Joseph
E. Saul having a principal amount of $1 million.
Page 4 of 8
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SIGNATURE
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned certifies
that the information set forth in this statement is true,
complete and correct.
Dated: March 7, 1996
/s/ Jane Berkey
Jane Berkey
Page 5 of 8
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EXHIBIT INDEX
Description of Location of
Exhibit Number Document Exhibit
1 Promissory note Page 8 of 8
delivered by Jane Berkey
to Joseph E. Saul having
a principal amount of
$1 million.
Page 6 of 8
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SCHEDULE A
JANE BERKEY
Trade Date No. of Shares Purchased Price Per Share
02-26-96 30,000 $ 3.54
03-07-96 4,000 $ 3.30
Page 7 of 8
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Exhibit 1
April 28, 1994
Joseph E. Saul
630 Fifth Avenue
New York, N.Y. 10011
Dear Dad:
Thank you so much for your kind offer of a loan so that
I can make an additional investment in Cache.
I thought it best that I write down the terms of our
understanding.
For good and valuable consideration, the 184,332 shares of
Cache common stock which you are selling to me, I agree to
pay you upon your demand the sum of One Million Dollars
($1,000,000). Interest on any and all unpaid principal
amounts shall accrue at a rate of Five Percent (5%) per
year, payable annually. I shall have the right, at any time, to
repay all or any part of the principal, with no penalty.
Thank you, again, Daddy, for all your help and
understanding.
With lots of love,
/s/ Jane Berkey
JB:cy
Page 8 of 8
