SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 10
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Cherokee, Inc.
- - ------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- - ------------------------------------------------------------------
(Title of Class of Securities)
16444H102
- - ------------------------------------------------------------------
(CUSIP Number)
Timothy G. Ewing
Value Partners, Ltd.
c/o Fisher Ewing Partners
Suite 4660 West
2200 Ross Avenue
Dallas, Texas 75201
(214) 999-1900
- - --------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 22, 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 this statement [ ].
Page 1 of 10
<PAGE>
CUSIP NO. 16444H102 Amendment No. 10 Page 2
(1) Name of Reporting Person Value Partners, Ltd.
S.S. or I.R.S. Identification 75-2291866
No. of Above Person (Not Required To
Be Reported)
(2) Check the Appropriate Box if a (a)
Member of a Group (See instructions) (b) X
(3) SEC Use Only
(4) Source of Funds (See instructions) WC
(5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Texas
Number of Shares (7) Sole Voting Power 2,104,069*
Beneficially Owned
by Each Reporting (8) Shared Voting -0-
Person with: Power
(9) Sole Dispositive 2,104,069*
Power
(10) Shared Dispositive -0-
Power
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 2,104,069*
(12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares
(See instructions)
(13) Percent of Class Represented by 27.2%
Amount in Row (11)
(14) Type of Reporting Person (See PN
Instructions)
_________________
* But See Item 5.
<PAGE>
CUSIP NO. 16444H102 Amendment No. 10 Page 3
(1) Name of Reporting Person Timothy G. Ewing
S.S. or I.R.S. Identification ###-##-####
No. of Above Person (Not Required To
Be Reported)
(2) Check the Appropriate Box if a (a)
Member of a Group (See instructions) (b) X
(3) SEC Use Only
(4) Source of Funds (See instructions) PF
(5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Texas
Number of Shares (7) Sole Voting Power 10,750*
Beneficially Owned
by Each Reporting (8) Shared Voting None
Person with: Power
(9) Sole Dispositive 10,750*
Power
(10) Shared Dispositive None
Power
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 10,750*
(12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares X
(See instructions)
(13) Percent of Class Represented by 0.1%
Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
_________________
* But See Item 5.
<PAGE>
CUSIP NO. 16444H102 Amendment No. 10 Page 4
(1) Name of Reporting Person Richard W. Fisher
S.S. or I.R.S. Identification ###-##-####
No. of Above Person (Not Required To
Be Reported)
(2) Check the Appropriate Box if a (a)
Member of a Group (See instructions) (b) X
(3) SEC Use Only
(4) Source of Funds (See instructions) PF
(5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Texas
Number of Shares (7) Sole Voting Power 6,350*
Beneficially Owned
by Each Reporting (8) Shared Voting None
Person with: Power
(9) Sole Dispositive 6,350*
Power
(10) Shared Dispositive None
Power
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 6,350*
(12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares X
(See instructions)
(13) Percent of Class Represented by 0.1%
Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
_________________
* But See Item 5.
<PAGE>
CUSIP NO. 16444H102 Amendment No. 10 Page 5
The schedule 13D relating to the Common Stock, par value $.01 per
share, of Cherokee, Inc. (the "Issuer"), filed with the Securities and
Exchange Commission on February 6, 1995 by Value Partners, Ltd. ("Value
Partners") is hereby amended for the tenth time as follows:
ITEM 1. SECURITY AND ISSUER
The prior response to Item 1 remains unchanged.
ITEM 2. IDENTITY AND BACKGROUND
The prior response to Item 2(a) is hereby amended as follows:
This Statement is filed by Value Partners, a Texas limited
partnership. Richard W. Fisher and Timothy G. Ewing, Fisher Ewing Partners,
a Texas general partnership ("Fisher Ewing"), is the sole general partner
of Value Partners. Mr. Fisher and Mr. Ewing are the sole partners of
Fisher Ewing.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The prior response to Item 3 is hereby supplemented as follows:
On May 22, 1997, Value Partners purchased 100,000 shares of Common
Stock for an aggregate purchase price of $675,000 (including brokerage
commissions). Such shares were purchased with the working capital of Value
Partners.
On June 20, 1995, November 22, 1995, and April 3, 1997, Mr. Ewing
purchased for his SARSEP IRA account 3,300, 1,200, and 3,550, respectively,
shares of Common Stock in transactions effected in the over the counter
market for an aggregate purchase price of $35,837.53. On July 17, 1996 and
April 3, 1997, Mr. Ewing purchased for his IRA rollover account 2,000 and
700, respectively, shares of common stock in transactions effected in the
over the counter market for an aggregate purchase price of $14,012.45. All
such shares were acquired with the personal funds of Mr. Ewing.
On April 15, 1997, Mr. Richard Fisher, a general partner of Fisher
Ewing Partners, which is the general partner of Value Partners, purchased
6,350 shares of Common Stock for his SARSEP IRA account in a transaction
effected in the over the counter market for an aggregate purchase price of
$39,941.50. These shares were acquired with the personal funds of Mr.
Fisher.
ITEM 4. PURPOSE OF TRANSACTION.
The prior response to Item 4 is hereby amended and restated as
follows:
Value Partners has acquired all 2,104,069 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.
CUSIP NO. 16444H102 Amendment No. 10 Page 6
Mr. Ewing acquired the 10,750 shares of Common Stock owned directly by
him solely for his personal investment purposes. Depending on his
evaluation of the Issuer, other investment opportunities, market
conditions, and such other factors as it may deem material, Mr. 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.
Mr. Fisher acquired the 6,350 shares of Common Stock owned directly by
him solely for his personal investment purposes. Depending on his
evaluation of the Issuer, other investment opportunities, market
conditions, and such other factors as it may deem material, Mr. Fisher 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.
Except as set forth above, none of Value Partners, Fisher Ewing, Mr.
Fisher or Mr. Ewing has any plans or proposals of the type referred to in
clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The prior response to Item 5(a) is hereby amended and restated as
follows:
(a) As of May 22, 1997, Value Partners beneficially owned
2,104,069 shares of Common Stock, representing approximately 27.2% of
the Common Stock outstanding.
As of May 22, 1997, Mr. Ewing beneficially owned 10,750 shares of
Common Stock representing approximately 0.1% of the Common Stock
outstanding.
As of May 22, 1997, Mr. Fisher beneficially owned 6,350 shares of
Common Stock representing approximately 0.1% of the Common Stock
outstanding.
According to the Issuer's Form 10-Q for the quarter ended
March 1, 1997, a total of 7,726,986 shares of Common Stock were issued
and outstanding as of April 10, 1997.
The prior response to Item 5(b) is hereby amended and restated as
follows:
(b) Value Partners has the sole power to vote and dispose of the
2,104,069 shares of Common Stock beneficially owned by it. Value
Partners does not share the power to vote or to direct the vote of, or
the power to dispose or to direct the disposition of, the Common Stock
owned by it. However, Fisher Ewing, as general partner of Value
Partners, may be deemed, for purposes of determining beneficial
ownership pursuant to Rule 13d-3, to have the shared power with Value
Partners to vote or direct the vote of, and the shared power with
Value Partners to dispose of or direct the disposition of, the
2,104,069 shares of Common Stock owned by Value Partners. Mr. Fisher
and Mr. Ewing, as general partners of Fisher Ewing, may be deemed, for
purposes of determining beneficial ownership pursuant to Rule 13d-3,
to have the shared power with Value Partners to vote or to direct the
CUSIP NO. 16444H102 Amendment No. 10 Page 7
vote of, and the shared power to dispose or to direct the disposition
of, the 2,104,069 shares of Common Stock owned by Value Partners.
Mr. Ewing has the sole power to vote and dispose of the 10,750
shares of Common Stock owned directly by him. Mr. Ewing does not
share the power to vote or to direct the vote of, or the power to
dispose or to direct the disposition of, the Common Stock owned
directly by him.
Mr. Fisher has the sole power to vote and dispose of the 6,350
shares of Common Stock owned directly by him. Mr. Fisher does not
share the power to vote or to direct the vote of, or the power to
dispose or to direct the disposition of, the Common Stock owned
directly by him.
The filing of this statement on Schedule 13D shall not be
construed as an admission that Mr. Ewing, Mr. Fisher or Fisher Ewing
is for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act the beneficial owner of the 2,104,069 shares of Common
Stock beneficially owned by Value Partners.
The prior response to Item 5(c) is hereby amended and restated as
follows:
(c) During the past 60 days Value Partners effected the
following transaction in the Common Stock in the over-the-counter
market:
NUMBER OF SHARES OF
DATE COMMON STOCK PURCHASED PRICE PER SHARE*
---- ---------------------- ----------------
5-22-97 100,000 $6.75
During the past 60 days Mr. Ewing effected the following
transactions in the Common Stock in the over-the-counter market:
NUMBER OF SHARES OF
DATE COMMON STOCK PURCHASED PRICE PER SHARE*
---- ---------------------- ----------------
4-3-97 3,550 $6.02
4-3-97 700 $6.45
During the past 60 days Mr. Fisher effected the following
transaction in the Common Stock in the over-the-counter market:
NUMBER OF SHARES OF
DATE COMMON STOCK PURCHASED PRICE PER SHARE*
---- ---------------------- ----------------
4-15-97 6,350 $6.29
* Price per share includes brokerage commissions.
The prior response to Items 5(d) and 5(e) remains unchanged.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The prior response to Item 6 remains unchanged.
CUSIP NO. 16444H102 Amendment No. 10 Page 8
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The prior response to Item 7 is hereby supplemented as follows:
The following is filed as an exhibit to this Statement on Schedule
13D:
Exhibit 4 Amended Agreement to File Joint
Statement on Schedule 13D dated
as of May 28, 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: May 27, 1997
VALUE PARTNERS, LTD.
By: FISHER EWING PARTNERS
as General Partner
By: /s/Timothy G. Ewing
----------------------------------
Timothy G. Ewing
as General Partner
/s/Timothy G. Ewing
---------------------------------
Timothy G. Ewing
/s/Richard W. Fisher
---------------------------------
Richard W. Fisher
<PAGE>
CUSIP NO. 16444H102 Amendment No. 10 Page 9
EXHIBIT INDEX
PAGE NO.
--------
Exhibit 4 Amended Agreement to File Joint Statement 10
on Schedule 13D dated May 28, 1997
CUSIP NO. 16444H102 Amendment No. 10 Page 10
EXHIBIT 4
AMENDED AGREEMENT TO
FILE JOINT STATEMENT ON SCHEDULE 13D
The parties hereto agree as follows:
Pursuant to Rule 13d-1(f)(1) of Regulation 13D-G promulgated by the
Securities and Exchange Commission, the undersigned agree hereby to file
jointly with the Securities and Exchange Commission and Cherokee, Inc., the
Statement on Schedule 13D to which this Agreement is attached as an
exhibit. The undersigned further agree to file jointly with the amendments
to said Statement on Schedule 13D as they may deem necessary or appropriate,
unless and until such time as one of the undersigned shall
notify the other in writing of its desire to terminate this agreement.
DATE: May 28, 1997
SIGNED: VALUE PARTNERS, LTD.
By: FISHER EWING PARTNERS
as General Partner
By: /s/Timothy G. Ewing
------------------------------
Name: Timothy G. Ewing
Title: General Partner
SIGNED: TIMOTHY G. EWING
By: /s/Timothy G. Ewing
------------------------------
Name: Timothy G. Ewing
SIGNED: RICHARD W. FISHER
By: /s/Richard W. Fisher
------------------------------
Name: Richard W. Fisher
