SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 11 TO SCHEDULE 13D)
Under the Securities Exchange Act of 1934
CHEROKEE INC.
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(Name of Issuer)
Shares of Common Stock, par value $0.02 per share
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(Title of Class of Securities)
16444H102
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(CUSIP NUMBER)
TIMOTHY G. EWING
VALUE PARTNERS, LTD.
c/o Ewing & Partners
Suite 4660 West
2200 Ross Avenue
Dallas, Texas 75201-2790
Tel. No.: (214) 999-1900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Ford Lacy, P.C.
Akin, Gump, Strauss, Hauer & Feld, LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
APRIL 6, 1998
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(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. [ ]
The information required in 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, as amended ("Act"), or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act.
CUSIP No. 16444H102 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Value Partners, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7 SOLE VOTING POWER 2,104,069*
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 2,104,069*
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,104,069*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4%
14 TYPE OF REPORTING PERSON*
PN
* BUT SEE ITEM 5
CUSIP No. 16444H102 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Timothy G. Ewing
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7 SOLE VOTING POWER 19,027*
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 19,027*
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,027*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
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") and
Timothy G. Ewing ("Mr. Ewing") as an amendment to the initial statement on
Schedule 13D, relating to shares of Common Stock, par value $0.02 per share
(the "Common Stock"), of Cherokee Inc. (the "Issuer"), as filed with the
Securities and Exchange Commission on February 6, 1995 (the "Initial
Schedule 13D"). The Initial Schedule 13D is hereby amended and supplemented
for the eleventh time as follows:
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Initial Schedule 13D is hereby amended and restated
in its entirety to read:
(a)-(c) This Statement is filed by Value Partners, Ltd., a Texas
limited partnership ("Value Partners"). Ewing & Partners, a Texas general
partnership (formerly known as Fisher Ewing Partners) ("Ewing & Partners"),
is the general partner of Value Partners. Timothy G. Ewing and Ewing Asset
Management, Inc., a Texas limited liability company ("EAM"), are the
general partners of Ewing & Partners, and Mr. Ewing is the managing general
partner of Ewing & Partners. EAM is controlled by Mr. Ewing. The principal
place of business for Mr. Ewing, EAM and Value Partners is Suite 4660 West,
2200 Ross Avenue, Dallas, Texas 75201.
The present principal occupation or employment of Mr. 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 Ewing & Partners is the management of Value Partners. The principal
business of Value Partners is investment in and trading of capital stocks,
warrants, bonds, notes, debentures and other securities.
(d) None of Value Partners, Ewing & Partners, EAM or Mr. 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 Mr. 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) Mr. Ewing is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Item 3 of the Initial Schedule 13D is hereby amended by adding
the following paragraphs:
Pursuant to that certain Director Stock Option Agreement dated as
of September 15, 1997, the Issuer granted Mr. Ewing stock options (the
"Options") to acquire from the Issuer from time to time all or any portion
of an aggregate of 8,277 authorized and unissued shares of Common Stock at
the exercise price of $6.80 per share.
On April 6, 1998, Mr. Ewing exercised his Options and purchased
8,277 shares of Common Stock for an aggregate purchase price of $56,283.60.
Such shares were acquired with the personal funds of Mr. Ewing.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Initial Schedule 13D is hereby amended by adding the
following paragraph:
Mr. Ewing acquired the 8,277 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 he 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Initial Schedule 13D is hereby amended by amending and
restating paragraphs (a) and (c) in their entirety to read as follows:
(a) For purposes of Rule 13d-3, as of the date hereof, Value
Partners may be deemed to be the beneficial owner of 2,104,069 shares of
Common Stock (the "Resulting Shares"). The Resulting Shares represent
approximately 24.4% of the Issuer's outstanding Common Stock as calculated
pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended.
For purposes of Rule 13d-3, as of the date hereof, Mr. Ewing may
be deemed to be the beneficial owner of 19,027 shares of Common Stock.
Mr. Ewing's shares of Common Stock represent approximately 0.2% of the
Issuer's outstanding Common Stock as calculated pursuant to Rule 13d-3
under the Securities Exchange Act of 1934, as amended.
According to the Issuer's quarterly report on Form 10-Q dated
January 13, 1998, a total of 8,612,657 shares of Common Stock were issued
and outstanding as of January 12, 1998.
(c) During the past 60 days Mr. Ewing effected the following
transaction in the Common Stock of the Issuer:
NUMBER OF SHARES OF
DATE COMMON STOCK ACQUIRED PRICE/SHARE
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04-06-98 8,277 $6.80
SIGNATURE
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 30, 1998
VALUE PARTNERS, LTD.
By: Ewing & Partners
as General Partner
By: /S/TIMOTHY G. EWING
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Timothy G. Ewing
General Partner
/S/TIMOTHY G. EWING
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Timothy G. Ewing
