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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Cayenne Software, Inc. (formerly Bachman Information Systems, Inc.)
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
056359102
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(CUSIP Number)
Associated Capital, L.P. Margery K. Neale, Esq.
A Cap, Inc. Shereff, Friedman, Hoffman & Goodman, LLP
Jay H. Zises 919 Third Avenue
Selig A. Zises New York, New York 10022
Nancy J. Frankel-Zises (212) 758-9500
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 16, 1996
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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 |_|.
Check the following box if a fee is being paid with the statement |_|. (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
disclosures provided in a prior cover page.
The information required on 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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SCHEDULE 13D
CUSIP No. 056359102 Page 2 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ASSOCIATED CAPITAL, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 905,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 905,000
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
905,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_|
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
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SCHEDULE 13D
CUSIP No. 056359102 Page 3 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
A CAP, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF 7 SOLE VOTING POWER
SHARES 905,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 905,000
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
905,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_|
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
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SCHEDULE 13D
CUSIP No. 056359102 Page 4 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JAY H. ZISES
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, PF, 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
7 SOLE VOTING POWER
1,304,900
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 138,100
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,304,900
PERSON
WITH 10 SHARED DISPOSITIVE POWER
138,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,443,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_|
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
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SCHEDULE 13D
CUSIP No. 056359102 Page 5 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SELIG A. ZISES
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF, OO
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
7 SOLE VOTING POWER
626,900
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 25,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 626,900
PERSON
WITH 10 SHARED DISPOSITIVE POWER
25,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
651,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_|
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
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SCHEDULE 13D
This Amendment No. 9 amends and supplements the Statement on Schedule 13D
filed with the Securities and Exchange Commission on March 23, 1995, as amended
by Amendments No. 1, 2, 3, 4, 5, 6, 7 and 8 thereto (the "Statement") with
respect to the common stock, $.01 par value per share, of Cayenne Software, Inc.
(the "Common Stock"). Only those items of the Statement that are amended and
supplemented hereby are included herein. Unless otherwise defined herein, all
capitalized terms shall have the respective meanings ascribed to them in the
Statement.
Item 3. Source and Amount of Funds
Associated Capital purchased an aggregate of 60,000 shares at an aggregate
cost of $312,812.50, using its own funds. The 2,500 shares of Common Stock
purchased by Justin Zises were purchased at an aggregate cost of $12,500, using
his own funds. The 2,400 shares of Common Stock purchased in the Uniform Gift to
Minors Act ("UGMA") account for Meryl Zises were purchased at an aggregate cost
of $12,000, using funds from the UGMA account. The 2,500 shares of Common Stock
purchased by Lara Zises were purchased at an aggregate cost of $12,500, using
her own funds. The 2,600 shares of Common Stock purchased by Samantha Zises were
purchased at an aggregate cost of $13,000, using her own funds. The 5,000 shares
of Common Stock purchased by Susan Zises were purchased at an aggregate cost of
$26,250, using her own funds. Selig A. Zises purchased an aggregate of 155,000
shares of Common Stock for his personal and retirement accounts at an aggregate
cost of $701,872.50, using his own funds.
All of the amounts reported herein are net of commissions.
Item 5. Interest in Securities of the Issuer
(a) and (b) Associated Capital is the beneficial and record owner of
905,000 shares of Common Stock, or 5.1% of the outstanding shares of Common
Stock.
As the general partner of Associated Capital, A Cap has the sole power to
vote and to direct the voting of and the sole power to dispose and direct the
disposition of the 905,000 shares of Common Stock owned by Associated Capital.
Accordingly, A Cap may be deemed to be the beneficial owner of such 905,000
shares of Common Stock or 5.1% of the outstanding shares of Common Stock.
Jay Zises, as President of A Cap, has the sole power to vote and to direct
the voting of, and to dispose and to direct the disposition of, the shares of
Common Stock deemed to be beneficially owned by A Cap. Accordingly, Mr. Zises
may be deemed to be the beneficial owner of such 905,000 shares of Common Stock
or 5.1% of the outstanding shares of Common Stock.
6
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Jay Zises is the beneficial and record owner of an aggregate of 370,000
shares of Common Stock or 2.1% of the outstanding in his personal account,
individual retirement account ("IRA") and Keogh account. As hereinafter
described, Mr. Zises also may be deemed to own beneficially an additional
194,000 shares of Common Stock or 1.1% of the outstanding. Such shares are owned
of record as follows: (i) 26,000 shares of Common Stock (0.2%) held in the
account of his son, Justin Zises, (ii) 29,900 shares of Common Stock (0.2%) held
in an UGMA account for the benefit of his daughter, Meryl Zises, (iii) 26,000
shares of Common Stock (0.2%) in the account of his daughter, Lara Zises, and
(iv) 26,100 shares of Common Stock (0.2%) in the account of his daughter,
Samantha Zises, (v) 35,000 shares of Common Stock (0.2%) in the account of his
ex-wife, Susan Zises, and (vi) 25,000 shares of Common Stock (0.1%) in the
account of his mother-in-law, Inge Frankel.
In addition to the 905,000 shares of Common Stock owned by Associated
Capital, Jay Zises has sole power to vote or direct the vote of, and to dispose
and to direct the disposition of, 399,900 shares of Common Stock, consisting of
(A) the 370,000 shares held in Mr. Zises's personal, IRA and Keogh accounts, and
(B) the 29,900 shares held in the UGMA account for Meryl Zises. Jay Zises has
shared power to vote or direct the voting of, and shared power to dispose or
direct the disposition of 138,100 shares of Common Stock, consisting of (A) the
26,000 shares held in Lara Zises's account, (B) the 26,100 shares held in
Samantha Zises's account, (C) the 26,000 shares held in Justin Zises's account,
(D) the 35,000 shares held in Susan Zises's account, and (E) the 25,000 shares
held in Inge Frankel's account.
Selig A. Zises is the beneficial and record owner of an aggregate of
626,900 shares of Common Stock, or 3.6% of the outstanding, in Mr. Zises's
personal account and IRA. In addition, as described below, Mr. Zises also may be
deemed to own beneficially an additional 25,000 shares of Common Stock, or 0.1%
of the outstanding, held in the account of his daughter, Lynn Zises.
Selig A. Zises has sole power to vote or direct the voting of, and sole
power to dispose or direct the disposition of 626,900 shares of Common Stock,
consisting of all of the shares held in Mr. Zises's personal and IRA accounts.
Selig A. Zises has shared power to vote or direct the voting of, and shared
power to dispose or direct the disposition of 25,000 shares of Common Stock,
consisting of the shares held in Lynn Zises's account.
The number of shares beneficially owned by each of the Reporting Persons
and the percentage of outstanding shares represented thereby, have been computed
in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Securities Exchange Act"). The percentage of ownership of the
Reporting Persons is based on 17,631,445 outstanding shares of Common Stock of
the Issuer based on the Issuer's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996.
Item 7. Material to be Filed as Exhibits
7
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Exhibit A. Purchases of Common Stock of Issuer.
8
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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.
ASSOCIATED CAPITAL, L.P.
By: A CAP, INC., as General Partner
By: /s/ Jay H. Zises
Jay H. Zises, President
A CAP, INC.
By: /s/ Jay H. Zises
Jay H. Zises, President
/s/ Jay H. Zises
JAY H. ZISES
/s/ Selig A. Zises
SELIG A. ZISES
Dated: October 17, 1996
9
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Cayenne Software, Inc.
Trade Date # of shares Price Net $
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Associated Capital
10/11/96 10,000 $4.500 $45,000.00
10/15/96 25,000 $5.250 $131,250.00
10/16/96 25,000 $5.463 $136,562.50
SUB TOTAL 905,000 $5.130 $4,642,514.50
Selig Zises 9/13/96 125,000 $4.530 $566,250.00
10/10/96 5,000 $4.893 $24,462.50
10/11/96 10,000 $4.549 $45,490.00
10/15/96 5,000 $4.375 $21,875.00
10/15/96 10,000 $4.375 $43,750.00
SUBTOTAL 626,900 $4.880 $3,059,060.50
Justin Zises 10/15/96 2,500 $5.000 $12,500.00
SUBTOTAL 26,000 $4.843 $125,925.00
Lara Zises 10/15/96 2,500 $5.000 $12,500.00
10
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Trade Date # of shares Price Net $
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SUBTOTAL 26,000 4.819 $125,300.00
Meryl Zises 10/15/96 2,400 $5.000 $12,000.00
SUBTOTAL 29,900 4.763 $142,407.50
Samantha Zises 10/15/96 2,600 $5.000 $13,000.00
SUBTOTAL 26,100 4.844 $126,425.00
Susan Zises 10/16/96 5,000 $5.250 $26,250.00
SUBTOTAL 35,000 $5.118 $179,125.00
Current TOTAL 2,168,900
Percent Owned 12.3%
11
