UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BISCAYNE APPAREL, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
091353 10 2
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(CUSIP Number)
Simeon Gold, Esq.,
Weil, Gotshal & Manges LLP, 767 Fifth Ave., New York, NY 10153 (212) 310-8226
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 23, 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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 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).
(Continued of following pages)
(Page 1 of 10 pages)
<PAGE>
SCHEDULE 13D
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CUSIP No. 436919104 Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Odyssey Partners, L.P. (E.I. Number 13-5614745)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY ----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING
PERSON ----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON*
PN
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*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>
Item 1. Securities and Issuer.
----------------------
Item 1 is deleted in its entirety and restated to read as follows:
"This Statement constitutes Amendment No. 1 to the Statement on Schedule
13D (the "Schedule 13D") filed by Odyssey Partners, L.P., a Delaware limited
partnership (the "Reporting Person") with respect to the Common Stock, par value
$.01 per share (the "Common Stock") of Biscayne Apparel, Inc., a Florida
corporation (the "Issuer"). The address of the principal executive offices of
the Issuer is: 1373 Broad Street, Clifton, New Jersey 07013. Unless otherwise
indicated, all capitalized terms used herein shall have the respective meanings
for the set forth in Schedule 13D."
Item 2. Identity and Background.
------------------------
Item 2 is deleted in its entirety and restated to read as follows:
"(a), (b) and (f). The Reporting Person is a Delaware limited
partnership with its principal executive office at 280 Park Avenue, 21st Floor,
West Tower, New York, New York 10017. The Reporting Person has six general
partners (each individually, a "General Partner" and, collectively, the "General
Partners"): Leon Levy, Jack Nash, Joshua Nash, Stephen Berger, Brian Wruble and
Nash Family
Page 3 of 10 Pages
<PAGE>
Partnership, L.P. Information about the General Partners is set forth in
Appendix A hereto, which Appendix A is incorporated herein by reference and made
a part hereof.
(c) The Reporting Person is a private investment partnership in
liquidation.
(d)-(e) During the last five years, the Reporting Person has not
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), and the Reporting Person has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which it 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.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Item 5(a) is deleted in its entirety and restated to read as follows:
"(a) The Reporting Person beneficially owns, as of November 25, 1998, no
shares of Common Stock, representing 0% of the total outstanding shares of
Common Stock.
To the best knowledge of the Reporting Person, none of the persons listed
on Appendix A hereto beneficially owns any Common Stock."
Page 4 of 10 Pages
<PAGE>
Item 5(c) is deleted in its entirety and restated to read as follows:
"(c) The Reporting Person disposed of 566,776 shares* of Common Stock in
open market transactions on November 23 and November 24, 1998. In those
transactions shares of Common Stock were sold at the following prices per share:
Price Sold
Date Sold SharesPer Share
--------- --------- -----
11/23/98 200,000 $.01560
11/23/98 150,000 .03130
11/23/98 13,600 .06250
11/23/98 1,000 .07810
11/23/98 2,000 .12500
11/24/98 200,176 .03130"
Item 5(d) is deleted in its entirety and restated to read as follows:
"(d) Not Applicable."
Item 5(e) is deleted in its entirety and restated to read as follows:
"(e) The Reporting Person ceased to be a beneficial owner of more than
five percent of the Common Stock on November 23, 1998."
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* The 566,776 shares of Common Stock disposed of by the
Reporting Person were comprised of: 568,195 shares of
Common Stock acquired as described in Item 3 hereof and
28,408 shares of Common Stock acquired through a 5%
stock dividend on May 25, 1995 less 29,827 shares of
Common Stock beneficially owned by the Reporting Person
that were distributed to certain of its former
employees.
Page 5 of 10 Pages
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
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Item 6 is deleted in its entirety and restated to read as follows:
"Not Applicable."
Page 6 of 10 Pages
<PAGE>
APPENDIX A
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Information Concerning the General partners of the Reporting Person
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The following sets forth as to each General Partner of the Reporting
Person: (a) his name; (b) his business address; (c) his present principal
occupation or employment; (d) to the best knowledge of the Reporting Person,
whether or not, during the last five years, such person was convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); (e)
to the best knowledge of the Reporting Person, whether or not, during the last
five years, such person was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such General
Partner 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 violations with respect to such laws; and (f)
his citizenship.
1. (a) Leon Levy.
(b) 280 Park Avenue, New York, New York
10017 (business).
(c) General Partner of the Reporting
Person.
(d) No.
(e) No.
Page 7 of 10 Pages
<PAGE>
(f) United States.
2. (a) Jack Nash.
(b) 280 Park Avenue, New York, New York
10017 (business).
(c) General Partner of the Reporting
Person.
(d) No.
(e) No.
(f) United States.
3. (a) Joshua Nash.
(b) 280 Park Avenue, New York, New York
10017 (business).
(c) General Partner of the Reporting Person and
Managing Member of Ulysses Management LLC, an
investment firm.
(d) No.
(e) No.
(f) United States.
4. (a) Stephen Berger.
(b) 280 Park Avenue, New York, New York
10017 (business).
(c) General Partner of the Reporting
Person and Chairman of Odyssey
Page 8 of 10 Pages
<PAGE>
Investment Partners, LLC, an investment firm.
(d) No.
(e) No.
5. (a) Brian Wruble.
(b) 280 Park Avenue, New York, New York
10017 (business).
(c) General Partner of the Reporting Person and
Managing Partner of Odyssey Investment Partners,
LLC, an investment firm.
(d) No.
(e) No.
(f) United States.
6. (a) Nash Family Partnership, L.P.
(b) 280 Park Avenue, New York, New York
10017 (business).
(c) Private investment partnership.
(d) No.
(e) No.
(f) New York.
The general partner of Nash Family Partnership, L.P. is Joshua Nash,
as to whom information is set forth in paragraph 3 of this Appendix A.
Page 9 of 10 Pages
<PAGE>
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this amendment to the statement is
true, complete and correct.
Dated: November 30, 1998
Odyssey Partners, L.P.
By: /s/ Jack Nash
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Jack Nash
General Partner
Page 10 of 10 Pages
