SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Jenna Lane, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
476142 10 4
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(CUSIP Number)
Lawrence E. Kaplan
150 Vanderbilt Motor Parkway
Hauppauge, New York 11788
(516) 273-0059
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 5, 1999
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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 this 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 less than five percent 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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CUSIP No.........476142 10 4 Page 2 of 4 Pages
1) Name of Reporting Person........Lawrence Kaplan
S.S. or I.R.S. Identification No. of Above Person....###-##-####
2) Check the Appropriate Box if a Member of a Group (see Instructions)
(a)...... (b)......
3) SEC Use Only.........................................
4) Source of Funds (See Instructions).......(See Item 3)
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)..............
6) Citizenship or Place of Organization.........U.S.
Number of (7) Sole Voting Power...........412,164
Shares Bene-
ficially Owned (8) Shared Voting Power.........234,990
by Each Reporting
Person With (9) Sole Dispositive Power......412,164
(10) Shared Dispositive Power...234,990
11) Aggregate Amount Beneficially Owned by Each Reporting
Person.......647,154
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions).........
13) Percent of Class Represented by Amount in Row 11..15.42%
14) Type of Reporting Person (See Instructions).....IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
This Amendment No.2 to Statement of Beneficial Ownership on Schedule
13D relates to the Common Stock, par value $.01 per share (the "Common Stock")
of Jenna Lane, Inc. (the "Issuer"), whose principal executive offices are
located at 1407 Broadway, Suite 2400, New York, New York 10018. All share
numbers reflect adjustment resulting from the Issuer's 10% stock dividend paid
on March 13, 1998.
Item 2. Identity and Background.
(a) Name: Lawrence Kaplan
(b) Residence or business address: 150 Vanderbilt Motor Parkway, Suite
311, Hauppauge, New York 11788
(c) Present principal occupation or employment and the name, principal
business and address or any corporation or other organization in which such
employment is conducted: Mr. Kaplan is the sole shareholder, officer and
director of G-V Capital Corp., an NASD registered broker-dealer. Reporting
person is a former director of the Issuer.
(d) Involvement in Certain Legal Proceedings. Not applicable
(e) Party to a Civil Proceeding. Not applicable.
Item 3. Source and Amount of Funds or other Consideration. Not applicable.
Item 4. Purpose of Transaction.
The purpose of the transactions described in Item 5(c) was to comply
with and satisfy the terms of the Letter Agreement and its subsequent amendment
(as defined in Item 5 herein) entered into by reporting person and the Issuer.
Other transactions, described as open market purchases in Item 5(c), were made
for private investment purposes. The reporting person is not interested in, and
has no plans or proposals which relate to or would result in, the items
described in Item 4(a)-(j).
Item 5. Interest in Securities of the Issuer.
(a) Reporting person beneficially owns an aggregate of 647,154 shares
of Common Stock, representing 15.42% of the outstanding shares of Common Stock.
(b) As to 219,664 shares, reporting person has sole power to vote and
dispose or direct the disposition thereof. In February 1998, the 20,953 shares
held by Helaine Kaplan, reporting person's wife, as custodian for their two
children, Michelle Kaplan and Robert Kaplan were transferred and are now owned
directly by Michelle and Robert Kaplan and are not beneficially owned by
reporting person; reporting person jointly owns 104,753 shares with Helaine
Kaplan, his wife, 104,761 shares are owned by G-V Capital Corp., of which
reporting person is the sole shareholder, officer and director and 25,476 shares
are owned by OK Associates Pension Trust, of
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<PAGE>
which Mr. Kaplan is a co-Trustee. 192,500 shares reported herein are purchasable
upon exercise of 175,000 Warrants owned solely by reporting person.
(c) The Issuer on June 5, 1999 repurchased at a price of $.01 per share
from the reporting person 31,429 Performance Shares (as defined in the Letter
Agreement) of Common Stock, subject to the terms of the Letter Agreement and its
subsequent amendment dated as of April 1, 1996 (the "Letter Agreement"), by and
between the Issuer and the reporting person. The Letter Agreement provides that
of the Performance Shares issued to the reporting person as of the date of the
Letter Agreement, one-half should be repurchased by the Issuer for the par value
thereof in the event that the Issuer does not achieve net income before taxes
("Net Income") of at least $2.0 million during the period of April 1, 1998
through March 31, 1999 ("1999 Fiscal Year"), subject to specific limitations
described therein. As of the end of the Issuer's 1999 Fiscal Year, the Issuer
did not achieve a Net Income of at least $2.0 million and in addition did not
achieve an amount over $1.5 million but under $2.0 million, which would trigger
the specific limitations described within the Letter Agreement, potentially
reducing the amount of shares to be repurchased. Therefore, the Issuer, having
achieved under $1.5 million in Net Income, repurchased the shares specified
above from the reporting person for an aggregate of $314.29 subject to the
terms, conditions and limitations provided in the Letter Agreement, in full
compliance and satisfaction of the terms thereof in connection with the matters
contemplated hereby. On June 22, 1998 reporting person purchased 13,000 shares
of Common Stock, in the open market at the purchase price of $1.7188 per share.
On September 16, 1998 reporting person purchased, in the open market (i) 10,000
shares of Common Stock at the purchase price of $1.81 per share and (ii) 5,000
shares of Common Stock at the purchase price of $1.69 per share. On May 24,
1999 reporting person purchased 12,000 shares of Common Stock at $2.075 per
share. On June 25, 1999 reporting person purchased, in the open market 5,000
shares of Common Stock at the purchase price of $2.02 per share.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock disclosed herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Mr. Kaplan has executed an agreement (the "Lock-Up Agreement")
providing that all securities which he acquired in 1995 cannot be transferred or
sold for a period of one (1) year from March 19, 1997 and that all securities
which he acquired in 1996 cannot be transferred or sold for a period of two (2)
years from March 19, 1997. The Lock-Up Agreement has now expired.
Item 7. Material to be Filed as Exhibits. Not applicable.
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.
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Date: 6/5/99
/s/ Lawrence Kaplan
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LAWRENCE KAPLAN
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