UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
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) 575-3200
(Name, address and telephone number of person
authorized to receive notices and communications)
November 28, 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 [ ].
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 22 PAGES
<PAGE>
CUSIP No. 127150-30-8
______________________________________________________________________________
(1) NAME OF REPORTING PERSON: Andrew M. Saul
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
______________________________________________________________________________
(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
______________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER: 2,585,158
SHARES _______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER: 306,060
OWNED BY _______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER: 2,585,158
REPORTING _______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER: 306,060
______________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 2,891,218
______________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** / /
______________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11): 31.8%
______________________________________________________________________________
(14) TYPE OF REPORTING PERSON **: IN
______________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 22 PAGES
<PAGE>
CUSIP No. 127150-30-8
______________________________________________________________________________
(1) NAME OF REPORTING PERSON: Joseph E. Saul
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
______________________________________________________________________________
(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
______________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER: 961,283
SHARES _______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER: 1,620,128
OWNED BY _______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER: 961,283
REPORTING _______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER: 1,550,128
______________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 2,581,411
______________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** / /
______________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11): 28.39%
______________________________________________________________________________
(14) TYPE OF REPORTING PERSON **: IN
______________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3 OF 22 PAGES
<PAGE>
CUSIP No. 127150-30-8
______________________________________________________________________________
(1) NAME OF REPORTING PERSON: Trust f/b/o
Jennifer B. Saul pursuant to
Trust Agreement dated March 28, 1985
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
______________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) /x/
(b) / /
______________________________________________________________________________
(3) SEC USE ONLY
______________________________________________________________________________
(4) SOURCE OF FUNDS**: 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
______________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER: -0-
SHARES _______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER: 756,314
OWNED BY _______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER: -0-
REPORTING _______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER: 756,314
______________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 756,314
______________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** / /
______________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11): 8.32%
______________________________________________________________________________
(14) TYPE OF REPORTING PERSON **: 00
______________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 4 OF 22 PAGES
<PAGE>
CUSIP No. 127150-30-8
______________________________________________________________________________
(1) NAME OF REPORTING PERSON: Trust f/b/o
Kimberly E. Saul pursuant to
Trust Agreement dated March 28, 1985
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
______________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) /x/
(b) / /
______________________________________________________________________________
(3) SEC USE ONLY
______________________________________________________________________________
(4) SOURCE OF FUNDS**: 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
______________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER: -0-
SHARES _______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER: 756,314
OWNED BY _______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER: -0-
REPORTING _______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER: 756,314
______________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 756,314
______________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** / /
______________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11): 8.32%
______________________________________________________________________________
(14) TYPE OF REPORTING PERSON **: 00
______________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 5 OF 22 PAGES
<PAGE>
CUSIP No. 127150-30-8
______________________________________________________________________________
(1) NAME OF REPORTING PERSON: Trust f/b/o
Jennifer Saul pursuant to Trust
Agreement dated December 18, 1984
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
______________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) /x/
(b) / /
______________________________________________________________________________
(3) SEC USE ONLY
______________________________________________________________________________
(4) SOURCE OF FUNDS**: 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
______________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER: -0-
SHARES _______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER: 140,530
OWNED BY _______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER: -0-
REPORTING _______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER: 140,530
______________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 140,530
______________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** / /
______________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11): 1.55%
______________________________________________________________________________
(14) TYPE OF REPORTING PERSON **: 00
______________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 6 OF 22 PAGES
<PAGE>
CUSIP No. 127150-30-8
______________________________________________________________________________
(1) NAME OF REPORTING PERSON: Trust f/b/o
Kimberly Saul pursuant to Trust
Agreement dated December 18, 1984
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
______________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) /x/
(b) / /
______________________________________________________________________________
(3) SEC USE ONLY
______________________________________________________________________________
(4) SOURCE OF FUNDS**: 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
______________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER: -0-
SHARES _______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER: 140,530
OWNED BY _______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER: -0-
REPORTING _______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER: 140,530
______________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 140,530
______________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** / /
_____________________________________________________________________________)
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11): 1.55%
______________________________________________________________________________
(14) TYPE OF REPORTING PERSON **: 00
______________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 7 OF 22 PAGES
<PAGE>
CUSIP No. 127150-30-8
______________________________________________________________________________
(1) NAME OF REPORTING PERSON:
Norma G. Saul
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
______________________________________________________________________________
(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
______________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER: 642,000
SHARES _______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER: 1,620,128
OWNED BY _______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER: 642,000
REPORTING _______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER: 1,620,128
______________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 2,262,128
______________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** / /
______________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11): 24.88%
______________________________________________________________________________
(14) TYPE OF REPORTING PERSON **: IN
______________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 8 OF 22 PAGES
<PAGE>
This statement constitutes Amendment No. 13 to the Schedule 13D
dated December 11, 1986, as amended on January 8, 1987, January 21, 1987,
April 9, 1987, August 20, 1987, September 30, 1987, January 18, 1989, May 11,
1989, October 24, 1991, February 10, 1993, May 9, 1994, September 15, 1994 and
October 27, 1994, and is filed by Andrew M. Saul, Joseph E. Saul, Norma G.
Saul, Trust f/b/o Jennifer B. Saul pursuant to Trust Agreement dated March 28,
1985 (the "85 J. Saul Trust"), Trust f/b/o Kimberly E. Saul pursuant to Trust
Agreement dated March 28, 1985 (the "85 K. Saul Trust"), (Trust f/b/o Jennifer
Saul pursuant to Trust Agreement dated December 18, 1984 (the "84 J. Saul
Trust") and Trust f/b/o Kimberly Saul pursuant to Trust Agreement dated
December 18, 1984 (the "84 K. Saul Trust", and together with the 85 J. Saul
Trust, the 85 K. Saul Trust and the 84 J. Saul Trust, the "Trusts")
(collectively, the "Group Members"), with respect to the common stock, $.01
par value per share, of Cache, Inc., a Florida corporation (as so amended, the
"Schedule 13D"). As required by Rule 101(a)(ii) of Regulation S-T, this
Amendment No. 13 amends and restates in its entirety the Schedule 13D. The
aggregate percentage of shares of Common Stock reported as being owned herein
is based upon 9,091,338 shares outstanding, which is the total number of
shares of Common Stock outstanding as of May 9, 1997, as reported in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended March
29, 1997. All Common Stock amounts and per share price amounts referred to in
this amended and restated Schedule 13D for any period prior to September 15,
1993 have been adjusted to reflect the Company's 1 for 4 reverse stock split
of its Common Stock effected on September 15, 1993.
Item 1. Security and Issuer
-------------------
This statement on Schedule 13D relates to the common stock, $.01 par
value (the "Common Stock"), of Cache, Inc., a Florida corporation ("Cache" or
the "Company"), with its principal executive offices located at 1460 Broadway,
New York, New York 10036.
Item 2. Identity and Background
-----------------------
(a)-(c) and (f). This statement on Schedule 13D is filed by Joseph
E. Saul, Andrew M. Saul, Norma G. Saul and the Trusts. Schedule A attached to
this statement sets forth information relating to Joseph E. Saul, Andrew M.
Saul and Norma G. Saul. Schedule B attached to this statement sets forth
information as to the trustees of the Trusts.
(d)-(e) During the past five years, neither Joseph Saul nor Andrew
Saul, Norma Saul or the Trusts or their respective trustees have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he or it
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.
PAGE 9 OF 22 PAGES
<PAGE>
Item 3. Source and Amount of Funds
or Other Consideration
--------------------------
The purchase price for the shares of Common Stock purchased by Saul
Partners pursuant to the Acquisition Agreement (hereinafter defined) came from
its partnership funds. Except as otherwise set forth below in this Item 3,
(i) the purchase price for the shares of Common Stock purchased by each of
Joseph Saul, Andrew Saul and Norma Saul came from their respective personal
funds, and (ii) the purchase price for the shares of Common Stock purchased by
each Trust came from such Trust's trust funds.
On December 30, 1986, pursuant to the Acquisition Agreement,
Andrew M. Saul and Joseph E. Saul each acquired 606,250 shares of Common Stock
from the Company for a purchase price of $1,818,750 ($1.50 per share) and
193,887.50 shares of Common Stock and warrants to purchase 11,250 shares of
Common Stock from the Rubinsons for a purchase price of $581,662.50 ($1.50 per
share).
On December 31, 1986, Joseph Saul assigned to each of the 85 J. Saul
Trust and the 85 K. Saul Trust, among other things, 240,398.25 shares of
Common Stock in exchange for $360,595.37 from each such Trust.
On January 19, 1987, the holders of the Convertible Loan (Andrew
Saul, Joseph Saul, Roy C. Chapman, the 85 K. Saul Trust and the 85 J. Saul
Trust) converted its outstanding principal balance ($3,000,000) into 2,000,000
shares of Common Stock (975,000 shares to Andrew Saul, 389,130 shares to
Joseph Saul, 50,000 shares to Roy Chapman and 292,935 shares to each of the 85
K. Saul Trust and the 85 J. Saul Trust).
On March 31, 1987, options (constituting a portion of the First
Option) to acquire 810,833.25 and 383,393 shares of Common Stock were
exercised by Andrew M. Saul and Joseph E. Saul, respectively. The purchase
price payable by Andrew M. Saul and Joseph E. Saul was $1,216,249.80 and
$575,089.50, respectively (in each case $1.50 per share) and was paid by the
surrender of an equivalent principal amount of the Additional Loan.
On July 27, 1987, Joseph E. Saul assigned $61,239.38 principal
amount of the Additional Loan (and $2,485.41 accrued interest thereon) to each
of the 85 J. Saul Trust and 85 K. Saul Trust, and on August 19, 1987 each such
Trust exercised a portion of the First Option for 42,483.25 shares of Common
Stock and paid the purchase price therefor by surrendering the principal
amount (and accrued interest) of the Additional Loan assigned to such Trust by
Joseph E. Saul.
On September 14, 1987, Andrew M. Saul exercised his option to
acquire 149,791.75 shares of Common Stock, for the purchase price of
$224,687.62 ($1.50 per share), which constituted his remaining option granted
by the Company pursuant to the Acquisition Agreement. Also on that date, each
of the 85 J. Saul Trust and 85 K. Saul Trust exercised its option to acquire
246,132.75 shares of Common Stock, for the purchase price of $369,199.13
PAGE 10 OF 22 PAGES
<PAGE>
($1.50 per share), which constituted each of such Trusts' remaining option
granted by the Company pursuant to the Acquisition Agreement. The purchase
price for the shares of Common Stock purchased by the 85 J. Saul Trust and the
85 K. Saul Trust on September 14, 1987 were loaned to such Trusts by the 84 J.
Saul Trust and the 84 K. Saul Trust, respectively. Such loans were payable on
September 30, 1992 and bore interest, payable annually, at the rate of 10% per
annum.
On December 30, 1988 Andrew M. Saul transferred 149,791.5 shares of
Common Stock to selected trusts. 74,895.75 shares of Common Stock were
transferred to the 84 J. Saul Trust and 74,895.75 shares of Common Stock were
transferred to the 84 K. Saul Trust. Mr. Saul paid a cash consideration
totalling $224,687.26 ($1.50 per share) to the Company on September 14, 1987
for these shares; $112,343.63 was paid by Andrew Saul on behalf of the 84 J.
Saul Trust and $112,343.63 was paid by Andrew Saul on behalf of the 84 K. Saul
Trust. In each case, the cash payment by Andrew Saul on behalf of the Trust
was made by Andrew Saul in cancellation of a debt obligation in the same
amount owed by Andrew Saul to such Trust.
In May 1989, Joseph E. Saul purchased 20,000 shares of Common Stock
for investment purposes for an aggregate purchase price (excluding
commissions, if any) of $105,000.
On December 21, 1992, Andrew Saul made a bona fide gift of 25,000
shares of Common Stock to the Andrew and Denise Saul Foundation, of which he
is a director. On December 21, 1992, Joseph Saul made a bona fide gift of
37,500 shares of Common Stock to the Joseph and Norma Saul Foundation, of
which he and Norma Saul are directors.
On November 16, 1993, the 85 J. Saul Trust sold 65,635 shares of
Common Stock to the 84 J. Saul Trust for an aggregate purchase price of
$369,199.23, which purchase price was deemed to repay in full the promissory
note dated September 14, 1987 of the 85 J. Saul Trust in favor of the 84 J.
Saul Trust. On November 16, 1993, the 85 K. Saul Trust sold 65,635 shares of
Common Stock to the 84 K. Saul Trust for an aggregate purchase price of
$369,199.23, which purchase price was deemed to repay in full the promissory
note dated September 14, 1987 of the 85 K. Saul Trust in favor of the 84 K.
Saul Trust.
On April 28, 1994, Joseph Saul sold 184,332 shares of Common Stock
to his daughter, Jane Saul-Berkey, for a sale price of $5.425 per share in a
private sale.
On December 4, 1995, Joseph Saul made a bona fide gift of 70,000
shares of Common Stock to the Joseph and Norma Saul Foundation of which he and
Norma Saul are directors. On December 4, 1995, Joseph Saul made a bona fide
gift of 44,299 shares of Common Stock to his daughter, Jane Saul-Berkey.
From December 1995 through July 15, 1997, Joseph E. Saul purchased
an aggregate of 125,598 shares of Common Stock for the per share prices set
forth on Schedule C hereto. From August 1995 through July 31, 1997, Norma
PAGE 11 OF 22 PAGES
<PAGE>
Saul purchased an aggregate of 467,000 shares of Common Stock for the per
share prices set forth on Schedule C hereto.
Item 4. Purpose of Transaction
----------------------
Pursuant to an Acquisition Agreement, dated December 3, 1986, among
the Company, Saul Partners (the "Partnership"), Mitchell Rubinson, Edda
Rubinson and Marilyn Rubinson (the "Acquisition Agreement"), the Partnership
agreed to purchase 1,212,500 shares of Common Stock from Cache and 387,775
shares of Common Stock from the Rubinsons. The Partnership also agreed to
loan Cache $3,000,000 at closing (the "Convertible Loan") and agreed to lend
up to another $2,500,000 if required for operations (the "Additional Loan").
The Convertible Loan was convertible at the option of the Partnership into
shares of Common Stock at the rate of $1.50 per share. The Partnership also
would receive options to purchase from Cache 2,008,750 shares of Common Stock
(the "First Option") and, upon approval of an amendment to Cache's Articles of
Incorporation to increase Cache's authorized Common Stock, an additional
100,000 shares, for a price of $1.50 per share.
Pursuant to an Assignment and Assumption Agreement dated December
30, 1986 between the Partnership, as assignor, and Andrew M. Saul and Joseph
E. Saul, as assignees, the Partnership assigned to each of Andrew M. Saul and
Joseph E. Saul the following:
(i) the right of the Partnership to purchase 606,250 shares of
Common Stock to be purchased from Cache pursuant to the Acquisition
Agreement,
(ii) the rights of the Partnership to purchase 193,875 shares of
Common Stock and warrants to purchase 11,250 shares of Common Stock from
Mitchell Rubinson, Edda Rubinson and Marilyn Rubinson pursuant to the
Acquisition Agreement,
(iii) the right of the Partnership to purchase 910,625 shares of
Common Stock pursuant to the First Option,
(iv) the right of the Partnership to purchase 50,000 shares of
Common Stock pursuant to the additional option; and
(v) the rights and obligations of the Partnership in respect of
$1,460,500 of the Convertible Loan and $1,216,250 of the Additional Loan.
On December 30, 1986, pursuant to the Acquisition Agreement, Andrew
M. Saul and Joseph E. Saul acquired 1,212,500 shares of Common Stock from the
Company and 387,775 shares of Common Stock and warrants to purchase 22,500
shares of Common Stock from Mitchell, Marilyn and Edda Rubinson and loaned the
Company $3,000,000 representing the Convertible Loan and $381,250 representing
a portion of the Additional Loan. Following such closing in December 1986,
new officers and directors were elected to office.
PAGE 12 OF 22 PAGES
<PAGE>
Following such purchase of shares of Common Stock from Cache and the
Rubinsons, Andrew M. Saul and Joseph E. Saul owned 1,600,250 shares of Common
Stock (50.88% of the then outstanding shares). By virtue of their ownership
of a majority of the Common Stock, Andrew M. Saul and Joseph E. Saul have the
right to elect a majority of Cache's Board of Directors and to take any
corporate action requiring the vote of Cache's stockholders, regardless of how
the other stockholders of Cache may vote.
On December 31, 1986 Joseph Saul assigned to each of the 85 J. Saul
Trust and the 85 K. Saul Trust the following:
(i) 240,398.25 shares of Common Stock in exchange for $360,597.37
from each such Trust;
(ii) options to purchase 288,616 shares of Common Stock pursuant to
the First Option under the Acquisition Agreement; and
(iii) rights and obligations in respect of $439,402.50 of the
Convertible Loan, convertible into 292,935 shares of Common
Stock.
On January 14, 1987, the Partnership assigned to Roy Chapman (i) its
options to purchase 68,451.25 and 119,048.75 shares of Common Stock pursuant
to the First Option and (ii) its rights and obligations in respect of $75,000
of the Convertible Loan (convertible into 50,000 shares of Common Stock) and
$67,500 of the Additional Loan. As a result of such assignment, the
Partnership ceased to own any shares of Common Stock.
Each of the Group Members may make further purchases of the Common
Stock from time to time and may dispose of shares of the Common Stock held by
such Group Member at any time. None of the Group Members has any current
plans or proposals which relate to, or could result in, any of the matters
referred to in paragraphs (b) through (j) of Item 4 of Schedule 13D. Such
Group Members may, at any time and from time to time, review or reconsider
their position with respect to the Company, and formulate plans or proposals
with respect to any of such matters, but have no present intention of doing
so.
Item 5. Interest in Securities of the Issuer
------------------------------------
Andrew M. Saul may be deemed to own beneficially 2,891,218 shares of
Common Stock (31.80%), if all shares owned by him or issuable pursuant to
rights owned by him are deemed outstanding (including the shares owned by the
Trusts of which Andrew Saul is a trustee, and the shares owned by the Andrew
and Denise Saul Foundation (the "A. Saul Foundation"), of which Andrew Saul is
a director, but excluding all shares issuable pursuant to rights held by
persons other than Andrew Saul, the Trusts of which Andrew Saul is a trustee
and the A. Saul Foundation), consisting of (i) 2,585,158 shares of Common
Stock owned by Andrew Saul, (ii) 140,530 shares of Common Stock owned by the
85 J. Saul Trust of which Andrew Saul is a trustee, (iii) 140,530 shares of
PAGE 13 OF 22 PAGES
<PAGE>
Common Stock owned by the 84 K. Saul Trust of which Andrew Saul is a trustee,
and (iv) 25,000 shares of Common Stock owned by the A. Saul Foundation of
which A. Saul is a director. Andrew Saul, his wife Denise, and Sidney
Silberman comprise the Board of Directors of the A. Saul Foundation and Andrew
Saul is its President. Andrew Saul, in his capacity as one of the trustees of
the trusts referenced in (ii) and (iii) above, may be deemed to have shared
voting power and disposition power over the shares of Common Stock owned by
such trusts. Andrew Saul, in his capacity as one of the directors of the A.
Saul Foundation, may be deemed to have shared voting power and disposition
power over the shares held by such foundation. Andrew Saul disclaims
beneficial ownership of the shares not directly owned or under rights owned by
him.
Joseph E. Saul may be deemed to own beneficially 2,581,411 shares of
Common Stock (28.39%), if all shares owned by him or issuable pursuant to
rights owned by him are deemed outstanding (including the shares owned by the
Trusts of which Joseph Saul is a trustee, and the shares owned by the Joseph
E. and Norma G. Saul Foundation, Inc. (the "J. Saul Foundation"), of which
Joseph Saul is a director, but excluding all shares issuable pursuant to
rights held by persons other than Joseph Saul, the Trusts of which Joseph Saul
is a trustee and the J. Saul Foundation), consisting of (i) 961,283 shares of
Common Stock owned by Joseph Saul, (ii) 756,314 shares of Common Stock owned
by the 85 J. Saul Trust of which Joseph Saul is a trustee, (iii) 756,314
shares of Common Stock owned by the 85 K. Saul Trust of which Joseph Saul is a
trustee and (iv) 107,500 shares of Common Stock owned by the J. Saul
Foundation of which J. Saul is a director. Joseph Saul, his wife Norma, and
Sidney Silberman comprise the Board of Directors of the J. Saul Foundation and
Joseph Saul is its President. Joseph Saul, in his capacity as one of the
trustees of the trusts referenced in (ii) and (iii) above, may be deemed to
have shared voting power and disposition power over the shares of Common Stock
owned by such trusts. Joseph Saul, in his capacity as one of the directors of
the J. Saul Foundation, may be deemed to have shared voting power and
disposition power over the shares held by such foundation. Joseph Saul
disclaims beneficial ownership of the shares not directly owned or under
rights owned by him.
Norma Saul may be deemed to own beneficially 2,262,128 shares of
Common Stock (24.88%) if all shares owned by her or issuable pursuant to
rights owned by her are deemed outstanding (including the shares owned by the
Trusts of which Norma Saul is a trustee and the shares owned by the J. Saul
Foundation, of which Norma Saul is a director, but excluding all shares
issuable pursuant to rights held by persons other than Norma Saul, the Trusts
of which Norma Saul is a trustee and the J. Saul Foundation, consisting of (i)
642,000 shares of Common Stock owned by Norma Saul, (ii) 756,314 shares of
Common Stock owned by the 85 J. Saul Trust of which Norma Saul is a trustee,
(iii) 756,314 shares of Common Stock owned by the 85 K. Saul Trust of which
Norma Saul is a trustee, and (iv) 107,500 shares of Common Stock owned by the
J. Saul Foundation of which Norma Saul is a director. Norma Saul, in her
capacity as one of the trustees of the trusts referenced in (ii) and (iii)
above, may be deemed to have shared voting power and disposition power over
the shares of Common Stock owned by such trusts. Norma Saul, in her capacity
PAGE 14 OF 22 PAGES
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as one of the directors of the J. Saul Foundation, may be deemed to have
shared voting power and disposition power over the shares held by such
foundation. Norma Saul disclaims beneficial ownership of the shares not
directly owned or under rights owned by her.
The Trust f/b/o Jennifer Saul pursuant to Trust Agreement dated
March 28, 1985 may be deemed to beneficially own 756,314 shares of Common
Stock (8.32%). The Trust f/b/o Kimberly Saul pursuant to Trust Agreement
dated March 28, 1985 may be deemed to beneficially own 756,314 shares of
Common Stock (8.32%).
The Trust f/b/o Jennifer Saul pursuant to Trust Agreement dated
December 18, 1984 may be deemed to beneficially own 140,530 shares of Common
Stock (1.55%). The Trust f/b/o Kimberly Saul pursuant to Trust Agreement
dated December 18, 1984 may be deemed to beneficially own 140,530 shares of
Common Stock (1.55%).
The Group as a whole may be deemed to own beneficially 6,114,629
shares of Common Stock (67.26%).
The Group Members did not enter into any transactions with respect
to the Common Stock during the past sixty (60) days other than those
transactions reported on Schedule C to this Schedule 13D.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer
---------------------------------------
Except for the Acquisition Agreement and except as otherwise set
forth in this Item 6, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among Andrew Saul, Joseph Saul, Norma Saul
or the Trusts, or between such persons and any person, with respect to any
securities of the Company.
Joseph Saul and Norma Saul are husband and wife. Andrew Saul is the
son of Joseph and Norma Saul. Each of Joseph Saul, Andrew Saul and Norma Saul
retain sole voting power and power to dispose of the shares of Common Stock
owned by such person.
Andrew Saul, Joseph Saul and the Trusts have agreed, subject in the
case of the Trusts to the trustees' fiduciary duties, to vote and dispose of
their shares of Common Stock jointly. No written agreement has been entered
into.
Item 7. Material to be Filed as Exhibits
--------------------------------
Exhibit 1 - Acquisition Agreement dated December 3, 1986 among
Cache, Saul Partners, Mitchell Rubinson, Edda Rubinson and Marilyn Rubinson.
PAGE 15 OF 22 PAGES
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Exhibit 2 - Power of Attorney among the Group Members, dated August
22, 1997.
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: August 22, 1997
/s/ Andrew M. Saul
Andrew M. Saul
/s/ Joseph E. Saul
Joseph E. Saul
/s/ Norma G. Saul
Norma G. Saul
TRUST f/b/o JENNIFER B. SAUL pursuant to
Trust Agreement dated March 28, 1985
By: /s/ Joseph E. Saul
Joseph E. Saul, Trustee
TRUST f/b/o KIMBERLY E. SAUL pursuant to
Trust Agreement dated March 28, 1985
By: /s/ Joseph E. Saul
Joseph E. Saul, Trustee
TRUST f/b/o JENNIFER B. SAUL pursuant to
Trust Agreement dated December 18, 1984
By: /s/ Andrew M. Saul
Andrew M. Saul, Trustee
TRUST f/b/o KIMBERLY E. SAUL pursuant to
Trust Agreement dated December 18, 1984
By: /s/ Andrew M. Saul
Andrew M. Saul, Trustee
PAGE 16 OF 22 PAGES
<PAGE>
SCHEDULE A
----------
Set forth below are the names, business addresses and principal
occupations or employment for each of Joseph Saul, Andrew Saul and Norma Saul.
Joseph Saul and Norma Saul are husband and wife. Andrew Saul is the son of
Joseph Saul and Norma Saul. Joseph Saul, Andrew Saul and Norma Saul are
citizens of the United States.
Andrew M. Saul Chairman of the Board
630 Fifth Avenue of the Company and
New York, New York 10111 Partner of Saul
Partners, engaged in
investment activities.
Joseph E. Saul Partner of Saul
630 Fifth Avenue Partners, engaged in
New York, New York 1011 investment activities.
Norma G. Saul Private Investor
630 Fifth Avenue
New York, New York 10111
PAGE 17 OF 22 PAGES
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Schedule B
----------
Set forth below are the names and business addresses and principal
occupations or employment of the trustees of the Trust f/b/o Jennifer B. Saul
pursuant to Trust Agreement dated March 28, 1985 and the Trust f/b/o Kimberly
E. Saul pursuant to Trust Agreement dated March 28, 1985. Each of the persons
listed below is a citizen of the United States.
Joseph E. Saul Partner of Saul Partners,
630 Fifth Avenue engaged in investment
New York, NY 10111 activities
Sidney J. Silberman Partner
Kaye, Scholer, Fierman, Kaye, Scholer, Fierman,
Hays & Handler Hays & Handler
425 Park Avenue 425 Park Avenue
New York, NY 10022 New York, NY 10022
Norma G. Saul Private Investor
630 Fifth Avenue
New York, NY 10111
(Wife of Joseph E. Saul)
Set forth below are the names and business addresses and principal
occupations or employment of the trustees of the Trust f/b/o Jennifer B. Saul
pursuant to Trust Agreement dated December 18, 1984 and the Trust f/b/o
Kimberly E. Saul pursuant to Trust Agreement dated December 18, 1984. Each of
the persons listed below is a citizen of the United States.
Andrew M. Saul Chairman of the Board of the
630 Fifth Avenue Company and Partner of Saul
New York, NY 10111 Partners, engaged in investment
activities
Sidney J. Silberman Partner
Kaye, Scholer, Fierman, Kaye, Scholer, Fierman,
Hays & Handler Hays & Handler
425 Park Avenue 425 Park Avenue
New York, NY 10022 New York, NY 10022
Denise Saul Private Investor
630 Fifth Avenue
New York, NY 10111
(Wife of Andrew M. Saul)
PAGE 18 OF 22 PAGES
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Schedule C
----------
NO. OF SHARES PURCHASED PRICE PER
TRADE DATE BY NORMA SAUL SHARE
- ---------- ----------------------- ---------
12/7/95 200 3.50
12/8/95 19,800 3.4375
12/8/95 50,000 3.4375
12/19/95 10,000 3.4813
12/20/95 3,000 3.4375
12/21/95 5,000 3.4375
12/22/95 14,500 3.4806
12/28/95 17,500 3.4464
12/29/95 32,000 3.50
1/3/96 6,000 3.50
1/9/96 5,000 3.50
1/10/96 7,000 3.4375
2/9/96 37,000 3.25341
2/12/96 30,000 3.3542
2/13/96 20,000 3.25
2/14/96 14,000 3.125
7/11/96 16,000 3.1875
7/18/96 4,500 3.125
7/26/96 3,500 3.0625
8/1/96 2,500 3.0625
8/8/96 5,000 3.1875
8/21/96 40,000 3.3594
8/23/96 7,500 3.3125
9/17/96 10,000 3.3125
3/5/97 7,000 3.375
7/15/97 19,300 3.25
7/21/97 7,500 3.25
7/23/97 20,700 3.25
7/28/97 52,500 3.25
8/12/97 5,000 3.125
8/13/97 145,000 3.125
PAGE 19 OF 22 PAGES
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NO. OF SHARES PURCHASED PRICE PER
TRADE DATE BY JOSEPH SAUL SHARE
- ---------- ----------------------- ---------
8/8/95 3,800 $3.625
8/24/95 10,000 3.625
8/28/95 36,200 3.625
8/29/95 20,000 3.625
10/26/95 8,500 3.4816
10/27/95 2,500 3.50
11/28/95 16,500 3.50
12/6/95 2,500 3.50
8/6/96 700 3.125
3/4/97 300 3.125
6/27/97 1,000 3.125
7/15/97 1,000 3.125
NO. OF SHARES DISPOSED OF
TRADE DATE BY JOSEPH SAUL
- ---------- ----------------------- ---------
12/4/95 Gift of 70,000 shares to Foundation
12/4/95 Gift of 44,299 shares to Jane Saul-Berkey
PAGE 20 OF 22 PAGES
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Exhibit 2
---------
POWER OF ATTORNEY
-----------------
Each of the undersigned hereby constitutes and appoints Andrew M.
Saul his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him, her or it and in his, her or its
name, place and stead, in any and all capacities, to sign this SCHEDULE 13D
in respect of Cache, Inc. and any and all amendments thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent all power and
authority to do and perform each and every act requisite and necessary to be
done, as fully to all intents and purposes as he, she or it might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
This Power of Attorney may be executed in counterparts.
Dated: August 22, 1997
/s/ Andrew M. Saul
Andrew M. Saul
/s/ Joseph E. Saul
Joseph E. Saul
/s/ Norma G. Saul
Norma G. Saul
PAGE 21 OF 22 PAGES
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TRUST f/b/o JENNIFER B. SAUL
pursuant to Trust Agreement dated
March 28, 1985
By: /s/ Joseph E. Saul
Joseph E. Saul, Trustee
TRUST f/b/o KIMBERLY E. SAUL
pursuant to Trust Agreement dated
March 28, 1985
By: /s/ Joseph E. Saul
Joseph E. Saul, Trustee
TRUST f/b/o JENNIFER SAUL
pursuant to Trust Agreement dated
December 18, 1984
By: /s/ Andrew M. Saul
Andrew M. Saul, Trustee
TRUST f/b/o KIMBERLY SAUL
pursuant to Trust Agreement dated
December 18, 1984
By: /s/ Andrew M. Saul
Andrew M. Saul, Trustee
PAGE 22 OF 22 PAGES
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