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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. 10)*
Cayenne Software, Inc. (formerly Bachman Information Systems, Inc.)
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
056359102
- --------------------------------------------------------------------------------
(CUSIP Number)
Associated Capital, L.P.
Associated Capital Offshore, 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
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
January 13, 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 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 13 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
BENEFICIALLY 1,000,000
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,000,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING REASON
1,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
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 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ASSOCIATED CAPITAL OFFSHORE, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(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
CAYMAN ISLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES 25,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 25,000
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING REASON
25,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
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.
<PAGE>
SCHEDULE 13D
CUSIP No. 056359102 Page 4 of 13 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, 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
NEW YORK
7 SOLE VOTING POWER
1,025,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 1,025,000
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING REASON
1,025,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
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.
<PAGE>
SCHEDULE 13D
CUSIP No. 056359102 Page 5 of 13 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, 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
1,424,900
NUMBER OF 8 SHARED VOTING POWER
SHARES 150,000
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 1,424,900
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 150,000
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING REASON
1,574,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
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 6 of 13 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
692,400
NUMBER OF 8 SHARED VOTING POWER
SHARES 25,000
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 692,400
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 25,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING REASON
717,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
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.
<PAGE>
SCHEDULE 13D
This Amendment No. 10 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, 8 and 9 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 2. Identity and Background
(a), (b), (c) and (f) Associated Capital Offshore, L.P., a
Cayman Islands limited partnership ("Associated Offshore"), is being added to
the Reporting Persons originally specified in the Statement. The business
address of Associated Offshore is c/o Goldman Sachs (Cayman) Trust, Limited,
P.O. Box 896, George Town, Grand Cayman, Cayman Islands, British West Indies.
The principal business of Associated Offshore is investments.
Item 3. Source and Amount of Funds
Associated Capital purchased an aggregate of 95,000 shares at
an aggregate cost of $488,657.50, using its own funds. Associated Offshore
purchased an aggregate of 25,000 shares at an aggregate cost of $110,625, using
its own funds. The 4,000 shares of Common Stock purchased by Justin Zises were
purchased at an aggregate cost of $21,500, using his own funds. The 4,000 shares
of Common Stock purchased by Lara Zises were purchased at an aggregate cost of
$21,500, using her own funds. The 3,900 shares of Common Stock purchased by
Samantha Zises were purchased at an aggregate cost of $20,962.50, using her own
funds. Selig A. Zises purchased an aggregate of 85,000 shares of Common Stock
for his personal and retirement accounts at an aggregate cost of $423,552.50,
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 1,000,000 shares of Common Stock, or 5.7% of the outstanding shares of
Common Stock. Associated Offshore is the beneficial and record owner of 25,000
shares of Common Stock, or 0.1% 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
7
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1,000,000 shares of Common Stock owned by Associated Capital. As the investment
manager of Associated Offshore, 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
25,000 shares of Common Stock owned by Associated Offshore.1 Accordingly, A Cap
may be deemed to be the beneficial owner of such 1,025,000 shares of Common
Stock or 5.8% 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
1,025,000 shares of Common Stock or 5.8% of the outstanding shares of Common
Stock.
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
179,900 shares of Common Stock or 1.0% of the outstanding. Such shares are owned
of record as follows: (i) 30,000 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) 30,000
shares of Common Stock (0.2%) in the account of his daughter, Lara Zises, and
(iv) 30,000 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 1,000,000 shares of Common Stock owned by
Associated Capital and the 25,000 shares of Common Stock owned by Associated
Offshore, 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 150,000 shares of Common Stock, consisting of (A) the
30,000 shares held in Lara Zises's account, (B) the 30,000 shares held in
Samantha Zises's account, (C) the 30,000 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 692,400
- --------
1 A Cap Ltd., a Cayman Islands company, is the sole general partner of
Associated Offshore. A Cap Ltd. has delegated all of its discretionary
authority over the investments of Associated Offshore to A Cap as
investment manager.
8
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shares of Common Stock, or 3.9% 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 692,400 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 17,687,406 outstanding shares of
Common Stock of the Issuer as of November 8, 1996, based on the Issuer's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1996.
Item 7. Material to be Filed as Exhibits
Exhibit A. Agreement of Joint Filing.
Exhibit B. Purchases of Common Stock of Issuer.
9
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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
ASSOCIATED CAPITAL OFFSHORE, L.P.
By: A CAP, LTD., as General Partner
By: /s/ J.D. Hunter
-------------------------------
J.D. Hunter, Managing Director
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: January 16, 1997
10
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AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing with
all other Reporting Persons (as such term is defined in the Schedule 13D
referred to below) of a statement on Schedule 13D or any amendments thereto,
with respect to the Common Stock, par value $.01, of Cayenne Software, Inc. and
that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original and all of which together shall
be deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement on the 16th day of January, 1997.
ASSOCIATED CAPITAL, L.P.
By: A CAP, INC., as General Partner
By: /s/ Jay H. Zises, President
-------------------------------
Jay H. Zises, President
ASSOCIATED CAPITAL OFFSHORE, L.P.
By: A CAP, LTD., as General Partner
By: /s/ J.D. Hunter
-------------------------------
J.D. Hunter, Managing Director
A CAP, INC.
By: /s/ Jay H. Zises, President
-------------------------------
Jay H. Zises, President
/s/ Jay H. Zises,
-------------------------------
Jay H. Zises
/s/ Selig A. Zises,
-------------------------------
Selig A. Zises
/s/ Nancy Frankel-Zises,
-------------------------------
Nancy Frankel-Zises
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Cayenne Software, Inc.
<TABLE>
<CAPTION>
Trade Date # of shares Price Net $
---------- ----------- -------- -----------
<S> <C> <C> <C> <C>
Associated Capital
10/16/96 15,000 $5.463 $81,937.50
10/17/96 20,000 $5.438 $108,750.00
10/18/96 2,500 $5.188 $12,968.75
10/22/96 20,000 $4.938 $98,750.00
10/23/96 37,500 $4.967 $186,251.25
SUBTOTAL 1,000,000 $5.131 $5,131,172.00
Associated Offshore 1/13/97 25,000 $4.425 $110,625.00
SUBTOTAL 25,000 $4.425 $110,625.00
Selig Zises 10/16/96 10,000 $4.938 $49,375.00
10/18/96 10,000 $5.375 $53,750.00
10/21/96 10,000 $5.142 $51,420.00
10/22/96 10,000 $5.000 $50,000.00
10/25/96 10,000 $5.392 $53,920.00
10/25/96 5,000 $5.500 $27,500.00
11/01/96 5,000 $5.330 $26,650.00
11/06/96 25,000 $4.438 $110,937.50
11/06/96 -25,000 $4.031 ($100,782.50)**
</TABLE>
- --------
** Parentheses indicate sale of shares.
Page 12
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<TABLE>
<CAPTION>
Trade Date # of shares Price Net $
---------- ----------- -------- -----------
<S> <C> <C> <C> <C>
SUBTOTAL 692,400 $4.927 $3,411,570.50
Justin Zises 10/17/96 4,000 $5.375 $21,500.00
SUBTOTAL 30,000 $4.914 $147,425.00
Lara Zises 10/17/96 4,000 $5.375 $21,500.00
SUBTOTAL 30,000 $4.893 $146,800.00
Samantha Zises 10/17/96 3,900 $5.375 $20,962.50
SUBTOTAL 30,000 $4.913 $147,387.50
Current TOTAL 2,366,300
Percent Owned 13.4%
</TABLE>
Page 13
