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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. 11)*
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.
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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 2, 1997
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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 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
7 SOLE VOTING POWER
NUMBER OF 55,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DIPOSITIVE POWER
REPORTING 55,000
PERSON
WITH 10 SHARED DIPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING REASON
55,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
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, 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
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,055,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,055,000
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING REASON
1,055,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
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, 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
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,567,500
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 170,000
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,567,500
10 SHARED DISPOSITIVE POWER
170,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING REASON
1,737,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 732,400
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 732,400
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING REASON
732,400
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. 11 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, 9 and 10 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 Offshore purchased an aggregate of 30,000 shares at
an aggregate cost of $121,562.50, using its own funds. Jay Zises purchased an
aggregate of 118,800 shares at an aggregate cost of $421,107.45, using his own
funds. The 5,000 shares of Common Stock purchased by Justin Zises were purchased
at an aggregate cost of $15,312.50, using his own funds. The 1,000 shares of
Common Stock purchased by Meryl Zises were purchased at an aggregate cost of
$3,875.00, using her own funds. The 5,000 shares of Common Stock purchased by
Susan Zises were purchased at an aggregate cost of $24,062.50, using her own
funds. Inge Frankel purchased an aggregate of 10,000 shares of Common Stock at
an aggregate cost of $37,500.00, using her own funds. Selig A. Zises purchased
an aggregate of 40,000 shares of Common Stock for his personal and retirement
accounts at an aggregate cost of $158,187.50, 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 5.6% of the outstanding shares of
Common Stock. Associated Offshore is the beneficial and record owner of 55,000
shares of Common Stock, or 0.3% 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 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 55,000 shares of Common Stock owned by
Associated Offshore.1 Accordingly, A Cap may be deemed to be the beneficial
owner of
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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
6
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such 1,055,000 shares of Common Stock or 5.9% 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
1,055,000 shares of Common Stock or 5.9% of the outstanding shares of Common
Stock.
Jay Zises is the beneficial and record owner of an aggregate
of 481,600 shares of Common Stock or 2.7% 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
200,900 shares of Common Stock or 1.1% of the outstanding. Such shares are owned
of record as follows: (i) 35,000 shares of Common Stock (0.2%) held in the
account of his son, Justin Zises, (ii) 30,900 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) 40,000 shares of Common Stock (0.2%) in the account of his
ex-wife, Susan Zises, and (vi) 35,000 shares of Common Stock (0.2%) 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 55,000 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, 512,500 shares of Common Stock, consisting of
(A) the 481,600 shares held in Mr. Zises's personal, IRA and Keogh accounts, and
(B) the 30,900 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 170,000 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 35,000 shares held in Justin Zises's account,
(D) the 40,000 shares held in Susan Zises's account, and (E) the 35,000 shares
held in Inge Frankel's account.
Selig A. Zises is the beneficial and record owner of an
aggregate of 732,400 shares of Common Stock, or 4.1% of the outstanding, in Mr.
Zises's personal account and IRA. Selig A. Zises has sole power to vote or
direct the voting of, and sole power to dispose or direct the disposition of
732,400 shares of Common Stock, consisting of all of the shares held in Mr.
Zises's personal and IRA accounts.
The number of shares beneficially owned by each of the
Reporting Persons and
7
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authority over the investments of Associated Offshore to A Cap as investment
manager.
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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 17,741,616 outstanding shares of Common Stock of the Issuer
as of March 26, 1997, based on the Issuer's report on Form 10-K dated March 31,
1997.
Item 7. Material to be Filed as Exhibits
Exhibit A. Purchases of Common Stock of Issuer.
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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
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Jay H. Zises, President
ASSOCIATED CAPITAL OFFSHORE, L.P.
By: A CAP, LTD., as General Partner
By: /s/ J.D. Hunter
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J.D. Hunter, Managing Director
A CAP, INC.
By: /s/ Jay H. Zises
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Jay H. Zises, President
/s/ Jay H. Zises
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Jay H. Zises
/s/ Selig A. Zises
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Selig A. Zises
Dated: May 7, 1997
<PAGE>
Cayenne Software, Inc.
<TABLE>
<CAPTION>
Trade Date # of shares Price Net $
---------- ----------- ----- -----
<S> <C> <C> <C> <C>
Associated Offshore
1/15/97 5,000 $4.125 $20,625.00
2/28/97 5,000 $4.625 $23,125.00
3/3/97 5,000 $4.750 $23,750.00
4/30/97 5,000 $3.313 $16,562.50
5/2/97 5,000 $3.750 $18,750.00
5/2/97 5,000 $3.750 $18,750.00
------------- ------------- -------- -------------
SUB TOTAL 55,000 $4.222 $232,187.50
Selig Zises
1/23/97 25,000 $4.370 $109,250.00
4/24/97 4,000 $3.438 $13,750.00
4/28/97 5,000 $3.063 $15,312.50
4/29/97 3,000 $3.250 $9,750.00
4/30/97 3,000 $3.375 $10,125.00
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SUB TOTAL 732,400 $4.874 $3,569,758.00
Justin Zises
4/28/97 5,000 $3.063 $15,312.50
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SUB TOTAL 35,000 $4.650 $162,737.50
Meryl Zises
4/18/97 1,000 $3.875 $3,875.00
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SUB TOTAL 30,900 $4.734 $146,282.50
Susan Zises
2/28/97 5,000 $4.813 $24,062.50
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<CAPTION>
Trade Date # of shares Price Net $
---------- ----------- ----- -----
<S> <C> <C> <C> <C>
SUB TOTAL 40,000 $5.080 $203,187.50
Lynn Zises
1/23/97 -25,000 $4.375 ($109,375.00)
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SUB TOTAL 0
Inge Frankel
5/2/97 10,000 $3.750 $37,500.00
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SUB TOTAL 35,000 $5.291 $185,187.50
Jay Zises-Restricted
1/15/97 10,000 $4.170 $41,700.00
3/10/97 2,000 $4.500 $9,000.00
3/12/97 17,000 $4.250 $72,250.00
3/24/97 5,800 $4.136 $23,988.80
3/25/97 5,000 $4.138 $20,687.50
3/27/97 5,000 $4.250 $21,250.00
3/27/97 5,000 $4.313 $25,562.50
3/31/97 1,000 $4.063 $4,062.50
3/31/97 6,000 $4.125 $24,750.00
4/4/97 2,500 $4.063 $10,156.25
4/15/97 7,000 $3.536 $24,749.90
4/25/97 800 $3.375 $2,700.00
4/28/97 15,000 $3.063 $45,937.50
4/29/97 10,000 $3.250 $32,500.00
4/30/97 14,500 $3.375 $48,937.50
5/1/97 5,000 $3.375 $16,875.00
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SUB TOTAL 481,600 $3.882 $1,869,495.55
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<CAPTION>
Trade Date # of shares Price Net $
---------- ----------- ----- -----
<S> <C> <C> <C> <C>
Nancy Frankel-Zises
4/4/97 2,500 $4.063 $10,156.25
4/14/97 2,500 $4.000 $10,000.00
4/16/97 1,500 $3.979 $5,968.80
4/18/97 2,000 $3.750 $7,500.00
4/25/97 400 $3.375 $1,350.00
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SUB TOTAL 84,900 $4.860 $412,625.05
Current TOTAL 2,554,800
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Percent Owned 14.44%
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</TABLE>
** Parentheses indicate sale of shares.
