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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___________)
CANDIE'S INC.
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(Name of Issuer)
Common Stock $0.001 Par Value
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(Title of Class of Securities)
137409 10 8
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(CUSIP Number)
March 31, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*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 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).
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CUSIP No. 137409 10 8 13G Page 2 of 6 Pages
1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Michael Caruso
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ___
(b) ___
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,886,597
OWNED BY EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
1,886,597
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,886,597
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.6%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 137409 10 8 13G Page 3 of 6 Pages
1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Claudio Trust Dated February 2, 1990
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ___
(b) ___
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,886,597
OWNED BY EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
1,886,597
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,886,597
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.6%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 4 of 6
Item 1(a) Name of Issuer:
Candie's, Inc.
IRS No. 11-2481930
Item 1(b) Address of Issuer's Principal Executive Offices:
2975 Westchester Avenue, Purchase, New York 10577
Item 2(a) Name of Person Filing:
Michael Caruso
and
Claudio Trust Dated February 2, 1990
Item 2(b) Address of Principal Business Office or, if none,
Residence:
2925 Mountain Maple Lane, Jackson, Wyoming 83001
Item 2(c) Citizenship:
U.S.A.
Item 2(d) Title of Class of Securities:
Common Stock $0.001 par value
Item 2(e) CUSIP Number:
137409 10 8
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c)
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8)
(e) [ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813)
(i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Section 240.13d-1(c), check this box. [X]
Item 4. Ownership.
The following information concerns the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
1,886,597 shares
All shares are held of record by the Claudio Trust dated February 2, 1990, a
revocable trust of which Michael Caruso is the trustee.
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Page 5 of 6
(b) Percent of Class:
10.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 1,886,597
(ii) shared power to vote or to direct the vote -0-
(iii) sole power to dispose or to direct the disposition of 1,886,597
(iv) shared power to dispose or to direct the disposition of -0-
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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Page 6 of 6
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.
April 6, 1999
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Date
Michael Caruso, individually
By: /s/ Mark R. Levy
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Mark R. Levy, Attorney-in-Fact
Michael Caruso, as Trustee of the Claudio
Trust Dated February 2, 1990
By: /s/ Mark R. Levy
--------------------------------
Mark R. Levy, Attorney-in-Fact
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POWER OF ATTORNEY
Know all by these presents, that each of the undersigned hereby
constitutes and appoints Mark R. Levy and Stephen R. Duerr, and each of them,
as each of the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4 and 5
under Section 16(a) of the Securities Exchange Act of 1934 (the "Act")
and the rules promulgated thereunder, relating to the undersigned's
being a beneficial shareholder of Candie's, Inc. (the "Company"), and
(ii) originals of and amendments to Schedules 13D and 13G under
Regulation 13D-G of the Act and the rules promulgated thereunder
(collectively, the "Securities Filings");
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute and such Securities Filings and file such forms with the
United States Securities and Exchange Commission and any stock
exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to
comply with the Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file any of the Securities Filings with
respect to securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the each of the undersigned has caused this Power of
Attorney to be executed as of this 25th day of March, 1999.
MICHAEL CARUSO
/s/ Michael Caruso
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Signature
CLAUDIO TRUST DATED FEBRUARY 2, 1990
By: /s/ Michael Caruso
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Michael Caruso, Trustee
