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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. 1)*
CHIC by H.I.S., Inc.
--------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
167113109
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(CUSIP Number)
Mr. J. Ezra Merkin With a copy to:
Gabriel Capital, L.P. Lawrence G. Goodman, Esq.
450 Park Avenue, Ste. 3201 Shereff, Friedman, Hoffman & Goodman, LLP
New York, New York 10022 919 Third Avenue
(212) 838-7200 New York, New York 10022
(212) 758-9500
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 21, 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
statement because of Rule 13d-1(b) (3) or (4), check the following: [ ].
Note: One copy and an EDGAR version 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. 167113109 Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gabriel 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 8 SHARED VOTING POWER
OWNED BY 355,578
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
355,578
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
355,578
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
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. 167113109 Page 3 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ariel Fund Limited
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
CAYMAN ISLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 524,522
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
524,522
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
524,522
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
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. 167113109 Page 4 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ariel Management Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 524,522
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
524,522
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
524,522
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
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. 167113109 Page 5 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Ezra Merkin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 880,100
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
880,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
880,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
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
Amendment No. 1
This Amendment No. 1 to the Statement on Schedule 13D amends
and supplements the Statement on Schedule 13D relating to the event date of June
26, 1997 (the "Schedule 13D") filed jointly by Gabriel Capital L.P., a Delaware
limited partnership ("Gabriel"), Ariel Fund Limited, a Cayman Islands
corporation ("Ariel Fund"), Ariel Management Corp., a Delaware corporation
("Ariel") and the Investment Advisor of Ariel Fund, and J. Ezra Merkin
("Merkin"), the General Partner of Gabriel (collectively, the "Reporting
Persons") relating to the common stock, $.01 par value per share (the "Common
Stock") of CHIC by H.I.S., Inc. (the "Issuer"). The address of the principal
executive offices of the Issuer is 1372 Broadway, New York, NY 10018.
Capitalized terms used herein and not defined herein shall have the meanings
assigned thereto in the Schedule 13D.
Item 3. Source and Amount of Funds
Item 3 is hereby amended to add the following:
From July 7, 1997 through August 21, 1997, Gabriel purchased
an aggregate of 151,287 shares of Common Stock at an aggregate cost of
$1,046,656 using its own funds. In addition, Ariel Fund purchased an aggregate
of 223,185 shares of Common Stock at an aggregate cost of $2,436,621 using its
own funds. See Item 5 and Schedule I hereto.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety as
follows:
(a) and (b) Gabriel is the beneficial owner of 355,578 shares
of Common Stock, for a total beneficial ownership of 3.6% of the outstanding
shares of Common Stock.
Ariel Fund is the beneficial owner of 524,522 shares of Common
Stock, for a total beneficial ownership of 5.4% of the outstanding shares of
Common Stock.
Ariel, as Investment Advisor to Ariel Fund, has the power to
vote and to direct the voting of and the power to dispose and direct the
disposition of the 524,522 shares of Common Stock owned by Ariel Fund.
Accordingly, Ariel may be deemed to be the beneficial owner of 524,522 shares of
Common Stock, or 5.4% of the outstanding shares of Common Stock.
As the General Partner of Gabriel, Merkin has the power to
vote and to direct the voting of and the power to dispose and direct the
disposition of the 355,578 shares of Common Stock owned by Gabriel. In addition,
as the sole shareholder and president of Ariel, Merkin may be deemed to have the
power to vote and to direct the voting of and the power to dispose and direct
the disposition of the 524,522 shares of Common Stock owned by Ariel
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Fund. Accordingly, Merkin may be deemed to be the beneficial owner of 880,100
shares of Common Stock, or 9.0% of the outstanding shares of Common Stock.
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 ownership of the Reporting Persons is based on
9,753,868 outstanding shares of Common Stock of the Issuer as of June 12, 1997,
as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended
May 3, 1997
(c) Schedule I indicates the transactions effected by the
Reporting Persons in the Common Stock during the past 60 days. Except as
indicated, all such trades were purchases and were effected through the public
markets.
(d) Not Applicable.
(e) Not Applicable.
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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.
GABRIEL CAPITAL, L.P.
By: /s/ J. Ezra Merkin
--------------------------------
Name: J. Ezra Merkin
Title: General Partner
ARIEL FUND LIMITED
By: MEESPIERSON MANAGEMENT
(CAYMAN) LIMITED
By: /s/ R.H. Hanson; /s/ S. Cayasso
--------------------------------
Name: R.H. Hanson; S. Cayasso
Title: Director; Asst. Secretary
ARIEL MANAGEMENT CORP.
By: /s/ J. Ezra Merkin
--------------------------------
Name: J. Ezra Merkin
Title: President
/s/ J. Ezra Merkin
-----------------------------------
J. EZRA MERKIN
Dated: August 28, 1997
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SCHEDULE I
Purchases and Sales of Shares of Common Stock Within the Last 60 Days
Number of Shares
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Aggregate
Price Per Share Ariel Private
Date Share Amount Fund Gabriel Account
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7/7/97(1) $6.50 22,672 0 0 22,672
7/7/97(2) 6.50 22,672 13,513 9,159 0
7/14/97 6.375 10,000 5,960 4,040 0
7/18/97 6.50 20,000 11,920 8,080 0
7/21/97 6.50 6,200 3,695 2,505 0
7/24/97 6.50 8,000 4,768 3,232 0
7/25/97 6.50 4,500 2,682 1,818 0
8/4/97 6.50 4,600 2,742 1,858 0
8/12/97 6.625 15,000 8,940 6,060 0
8/13/97 6.625 1,500 894 606 0
8/19/97 6.875 10,000 5,960 4,040 0
8/21/97 7.06 200,000 119,200 80,800 0
8/25/97 6.9375 1,800 1,073 727 0
8/26/97 7.00 70,200 41,838 28,362 0
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(1) Private Sale
(2) Private Purchase
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