SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SIGNATURE EYEWEAR INC.
(Name of issuer)
COMMON STOCK
(Title of class of securities)
826918104
(CUSIP number)
Don A. Sanders, 3100 Chase Tower
Houston, Texas 77002 (713) 224-3100
(Name, address and telephone number of person
authorized to receive notices and communications)
November 30, 1999
(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
(2) of more than five percent of the class of securities described
(3) in Item 1; and (2) has filed no amendment subsequent thereto
(4) reporting beneficial ownership of five percent or less of such
(5) class.) (See Rule 13d-7)
SCHEDULE 13D
CUSIP No. 826918104 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON S.S.OR I.R.S.IDENTIFICATION NO.
OF ABOVE PERSON
DONALD A. SANDERS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( (b) (
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) (
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF
SHARES 134,900
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 134,900
10 SHARED DISPOSITIVE POWER
165,108
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
300,008
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*
IN
Item 1. Security and Issuer
The class of equity securities to which this statement
relates is the common stock (the "Common Stock") of Signature
Eyewear Inc., whose principal executive office is located at
498 North Oak Street, Inglewood, CA 90302.
Item 2. Identity and Background
This statement is filed on behalf of Don A. Sanders, a U.S.
Citizen ("Sanders" or "Reporting Person"), whose business address
is 3100 Chase Tower, Houston, Texas 77002. Sanders currently
serves as the Chairman of the Executive Committee of Sanders Morris
Mundy Inc., an investment banking firm, whose address is 3100 Chase
Tower, Houston, Texas 77002.
Sanders has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has Sanders, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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 violations with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The funds used or to be used in making purchases of the
Issuer's Common Stock are personal funds of Sanders.
Item 4. Purpose of Transaction.
The securities of the Issuer were acquired by Sanders and
his Spouse ("Spouse") in open market transactions and privately
negotiated transactions for the purposes of investment. Sanders
currently intends to review continuously his equity interest in
the Issuer and may or may not seek involvement in the Issuer's
affairs. Depending upon his evaluation of the Issuer's business
and prospects and upon future developments, Sanders, or other
entities that may be deemed to be affiliates of Sanders, may from
time to time purchase additional securities of the Issuer, dispose
of all or a portion of the securities held by such person, or cease
buying or selling shares. Any such additional purchases of the
securities may be in open market or privately negotiated transactions
or otherwise.
Except as described in this Item 4, the Reporting Person has
no present plans or proposals which relate or would result in:
(i) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer, (ii)
an extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or any
of its subsidiaries, (iii) a sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries,
(iv) any change in the present board of directors or management
of the Issuer, (v) any material change to the present
capitalization or dividend policy of the Issuer, (vi) any other
material change in the Issuer's business or corporate structure,
(vii) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person, (viii)
causing a class of securities of the Issuer to be delisted from
a national securities exchange or to cease to be authorized to
be quoted on an inter-dealer quotation system of a registered
national securities association, (ix) a class of equity
securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended, or (x) any actions similar to
any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
The Reporting Person directly owns 134,900 shares (The
"Reporting Person Shares") of Common Stock and has the shared
power to dispose of or direct the disposition of 165,108 shares
of Common Stock (the "Client Shares") of certain of the Reporting
Person's clients (the "Clients) from whom the Reporting Person has
been granted the right to dispose of or direct the disposition of
the Client Shares. The Client Shares together with the Reporting
Person Shares represent an aggregate of 300,008 shares or 5.9% of
the Common Stock.
The Reporting Person has the sole power to vote or to direct
the vote, and to dispose of or to direct the disposition of the
Reporting Person Shares and the shared power to dispose of or to
direct the disposition of the Client Shares.
The following table represents all the Reporting Person's
transactions involving common stock during the last 180 days.
Date Entity Purchase/Sale Number Shrs Price
There have been no transactions during this time period.
The Reporting person has the right to receive or the power
to direct receipt of dividends from, or the proceeds from the sale
of 300,008 shares of Common Stock, while the applicable Client has
the right to receive or the power to direct receipt of dividends
from, or the proceeds from the sale of the applicable Client Shares.
(e) n/a
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The Reporting Person has no contract, arrangement, understanding
or relationship (legal or otherwise) with any person with respect to
securities of the Company, including, but not limited to, transfer or
voting of any of the securities, finder's fees, joint ventures.
Item 7. Materials to be Filed as Exhibits.
Exhibit Title
A Pershing Form of Margin Account Agreement
B Form of Power of Attorney
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this filing is true,
correct and complete.
Dated November 30, 1999
__________________________________
/s/ Donald A. Sanders
EXHIBIT A
PERSHING
Division of Donaldson, Lufkin & Jenrette Securities Corporation
One Pershing Plaza, Jersey City, New Jersey 07399
Office # Account #
MARGIN AGREEMENT
TO: Pershing, Division of Donaldson, Lufkin & Jenrette Securities
Corporation:
In consideration of your accepting and carrying for the undersigned
one or more accounts introduced to you by my broker, bank or other
introducing firm ("Introducing Firm"), which Introducing Firm is
intended to have the benefit and is a third party beneficiary of
this agreement, the undersigned agrees as follows:
ROLE OF PERSHING:
1. You are carrying the account of the undersigned as clearing
broker pursuant to a clearing agreement with Introducing Firm.
Until receipt from the undersigned of written notice to the
contrary, you may accept from Introducing Firm, without inquiry
or investigation, (i) orders for the purchase or sale of
securities and other property on margin or otherwise, and (ii)
any other instructions concerning said accounts. Notices to the
undersigned concerning margin requirements or other matters
related to the undersigned's accounts usually will go through
undersigned's Introducing Firm although direct notice to the
undersigned with duplicate notice to undersigned's Introducing
Firm may occur if market conditions, time constraints or other
circumstances require it. You shall not be responsible or liable
for any acts or omissions of Introducing Firm or its employees.
I understand that Pershing provides no investment advice nor do
you give advice or offer any opinion with respect to the
suitability of any transaction or order. I understand that my
Introducing Firm is not acting as the agent of Pershing and I
agree that I will in no way hold Pershing, Donaldson, Lufkin &
Jenrette Securities Corporation, its other Divisions, and its
Officers, Directors and Agents liable for any trading losses
incurred by me.
APPLICABLE RULES AND REGULATIONS
2. All transactions for the undersigned shall be subject to the
constitution, rules, regulations, customs and usages of the
exchange or market and its clearing house, if any, where executed
by you or your agents, including your subsidiaries and affiliates.
DEFINITION
3. For purposes of this agreement, "securities, commodities and
other property" as used herein shall include, but not be limited
to money, securities, and commodities of every kind and nature
and all contracts and options relating thereto, whether for
present or future delivery.
LIEN
4. All securities, commodities and other property of the undersigned
which you may at any time be carrying for the undersigned, or which
may at any time be in your possession or under your control, shall
be subject to a general lien and security interest in your favor for
the discharge of all the undersigned's indebtedness and other
obligations to you, without regard to your having made any advances
in connection with such securities and other property and without
regard to the number of accounts the undersigned may have with you.
In enforcing your lien, you shall have the discretion to determine
which securities and property are to be sold and which contracts are
to be closed.
LIQUIDATION
5. If, in your discretion you consider it necessary for your
protection to require additional collateral or in the event that
a petition in bankruptcy, or for appointment of a receiver is
filed by or against the undersigned, or an attachment is levied
against the account of the undersigned, or in the event of the
death of the undersigned, you shall have the right to sell any
or all securities, commodities and other property in the accounts
of the undersigned with you, whether carried individually or
jointly with others, to buy any or all securities, commodities
and other property which may be short in such accounts, to cancel
any open orders and to close any or all outstanding contracts,
all without demand for margin or additional margin, notice of sale
or purchase or other notice or advertisement. Any such sales or
purchases may be made at your discretion on any exchange or other
market where such business is usually transacted, or at public
auction or private sale, and you may be the purchasers for your own
account. It being understood that a prior demand, or call, or prior
notice of the time and place of such sale or purchase shall not be
considered a waiver of your right to sell or buy without demand or
notice.
PAYMENT OF INDEBTEDNESS UPON DEMAND AND LIABILITY FOR COSTS OF
COLLECTION
6. The undersigned shall at all time be liable for the payment upon
demand of any debit balance or other obligation owing in any of the
accounts of the undersigned with you and the undersigned shall be
liable to you for any deficiency remaining in any such accounts in
the event of the liquidation thereof, in whole or in part, by you
or by the undersigned: and, the undersigned shall make payments of
such obligations and indebtedness upon demand. The reasonable costs
and expense of collection of the debit balance, recovery of
securities, and any unpaid deficiency in the accounts of the
undersigned with you, including, but not limited to, attorney's
fees, incurred and payable or paid by you shall be payable to you
by the undersigned.
PLEDGE OF SECURITIES
7. All securities, commodities and other property now or hereafter
held, carried or maintained by you in your possession in any of the
accounts of the undersigned may be pledged and repledged by you from
time to time, without notice to the undersigned, either separately
or in common with other such securities, commodities and other
property for any amount due in the accounts of the undersigned, or
for any greater amount, and you may do so without retaining to your
possession or control for delivery a like amount of similar
securities, commodities or other property.
MARGIN REQUIREMENTS, CREDIT CHARGES AND CREDIT INVESTIGATION
8. The undersigned will at all times maintain such securities,
commodities and other property in the accounts of the undersigned
for margin purposes as you shall require from time to time and the
monthly debit balances or adjusted balances in the accounts of the
undersigned with you shall be charged, in accordance with your
practice, with interest at a rate permitted by the laws of the
State of New York. It is understood that the interest charge made
to the undersigned's account at the close of a charge period will
be added to the opening balance for the next charge period unless
paid.
I acknowledge receipt from my Introducing Firm of the disclosure
statement which explains the conditions under which interest can be
charged to my account, the annual rate of interest, how debit
balances are determined and the methods of computing interest.
You may exchange credit information about the undersigned with
others. You may request a credit report on the undersigned and
upon receipt, you will state the name and address of the consumer
reporting agency that furnished it. If you extend, update or
renew the undersigned's credit, you may request a new credit report
without telling the undersigned.
COMMUNICATIONS
9. Communications may be sent to the undersigned at the current
address of the undersigned, which is on file at your office, or at
such other address as the undersigned may hereafter give you in
writing, or through my Introducing Firm, and all communications,
so sent, whether by mail, telegraph, messenger or otherwise, shall
be deemed given to the undersigned personally, whether actually
received or not.
SCOPE AND TRANSFERABILITY
10. This agreement shall cover individually and collectively all
accounts which the undersigned may open or reopen with you, and
shall inure to the benefit of your successors whether by merger,
consolidation or otherwise, and assigns, and you may transfer the
accounts of the undersigned to your successors and assigns, and
this agreement shall be binding upon the heirs, executors,
administrators, successors and assigns of the undersigned.
NO NON-INVESTMENT ADVISE
11. The undersigned acknowledges that you will not provide the
undersigned with any legal, tax or accounting advise, that your
employees are not authorized to give any such advise and that the
undersigned will not solicit or rely upon any such advise from
you or your employees whether in connection with transactions in
or for any of the accounts of the undersigned or otherwise. In
making legal, tax or accounting decisions with respect to
transactions in or for the accounts of the undersigned or any
other matter, the undersigned will consult with and rely upon
its own advisors and not you, and you shall have no liability
thereof.
EXTRAORDINARY EVENTS
12. You shall not be liable for loss caused directly or
indirectly by government restriction, exchange or market rulings,
suspension of trading, war, strikes or other conditions beyond
your control.
REPRESENTATIONS AS TO CAPACITY TO ENTER INTO AGREEMENT
13. The undersigned, if an individual, represents that the
undersigned is of full age, that unless otherwise discloses to you
in writing the undersigned is not an employee of any exchange, or
of any corporation of which any exchange owns a majority of the
capital stock, or of a member firm or member corporation registered
on any exchange or of a bank, trust company, insurance company or
of any corporations, firm or individual engaged in the business of
dealing either as a broker or as a principal in securities, bills
of exchange acceptances or other forms of commercial paper. The
undersigned further represents that no one except the undersigned
has an interest in the account or accounts of the undersigned with
you.
JOINT AND SEVERAL LIABILITY
14. If the undersigned shall consist of more than one individual,
their obligations under this agreement shall be joint and several.
The undersigned have executed the Joint Account Agreement and made
the election required therein. Pursuant to that agreement, you may,
but are not required to, accept instructions from either joint party.
OPTION TRANSACTIONS
15. If at any time the undersigned shall enter into any transaction
for the purchase or resale of an option contract, the undersigned
hereby agrees to abide by the rules of any national securities
association, registered securities exchange or clearing organization
applicable to the trading of option contracts and, acting alone or
in concert, will not violate the position or exercise limitation
rules of any such association or exchange or of the Options Clearing
Corporation or other clearing organization.
SEPARABILITY
16. If any provision or condition of this agreement shall be held
to be invalid or unenforceable by any court, or regulatory or
self-regulatory agency or body, such invalidity or unenforceability
shall attach only to such provision or condition. The validity
of the remaining provisions and conditions shall not be affected
thereby and this agreement shall be carried out as if any such
invalid or unenforceable provision or condition were not contained
herein.
HEADINGS ARE DESCRIPTIVE
17. The heading of each provision hereof is for descriptive purposes
only and shall not be deemed to modify or qualify any of the rights
or obligations set forth in each such provision.
ASSIGNMENT OF PERSHING'S RIGHTS UNDER THIS AGREEMENT TO INTRODUCING
FIRM
18. The undersigned agrees that any rights that Pershing has under
this agreement, including but not limited to the right, to collect
any debit balance or other obligations owing in any of the accounts
of the undersigned may be assigned to the Introducing Firm of the
undersigned so that the undersigned's Introducing Firm may collect
from the undersigned independently or jointly with Pershing or
enforce any other rights granted to Pershing under this agreement.
ARBITRATION DISCLOSURES
19. ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT,
INCLUDING THE RIGHT TO A JURY TRAIL.
PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND
DIFFERENT FROM COURT PROCEEDINGS.
THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS
OR LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK
MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED.
THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
AGREEMENT TO ARBITRATE CONTROVERSIES
20. IT IS AGREED THAT ANY CONTROVERSY BETWEEN OR AMONG THE
UNDERSIGNED, PERSHING AND INTRODUCING FIRM OR ANY OF THEM ARISING
OUT OF PERSHING'S OR INTRODUCING FIRM'S BUSINESS OR THIS AGREEMENT,
SHALL BE SUBMITTED TO ARBITRATION BEFORE THE NEW YORK STOCK
EXCHANGE, INC. OR ANY OTHER NATIONAL SECURITIES EXCHANGE ON WHICH
A TRANSACTION GIVING RISE TO THE CLAIM TOOK PLACE (AND ONLY BEFORE
SUCH EXCHANGE) OR THE NASD, INC. REGULATION, AS THE UNDERSIGNED MAY
ELECT AND IN ACCORDANCE WITH THE RULES OBTAINING OF THE SELECTED
ORGANIZATION. ARBITRATION MUST BE COMMENCED BY SERVICE UPON THE
OTHER PARTY OF A WRITTEN DEMAND FOR ARBITRATION OR A WRITTEN NOTICE
OF INTENTION TO ARBITRATE, THEREIN ELECTING THE ARBITRATION TRIBUNAL.
IN THE EVENT THE UNDERSIGNED DOES NOT MAKE SUCH ELECTION WITHIN FIVE
(5) DAYS OF SUCH DEMAND OR NOTICE, THEN THE UNDERSIGNED AUTHORIZES
YOU TO DO SO ON BEHALF OF THE UNDERSIGNED.
NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO
ARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION
AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE
CLASS ACTION; OR WHO IS A MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED
OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED BY THE
PUTATIVE CLASS ACTION UNTIL: (i) THE CLASS CERTIFICATION IS
DECERTIFIED; OR (ii) THE CLASS IS DECERTIFIED; OR (iii) THE CUSTOMER
IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO
ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER
OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED
HEREIN.
THE LAWS OF THE STATE OF NEW YORK GOVERN
21. THIS AGREEMENT AND ITS ENFORCEMENT SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICTS
OF LAWS PROVISIONS.
LOAN CONSENT
22. BY SIGNING THIS AGREEMENT, THE UNDERSIGNED ACKNOWLEDGES THAT
SECURITIES NOT FULLY PAID FOR BY THE UNDERSIGNED MAY BE LOANED TO
YOU OR LOANED OUT TO OTHERS.
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN
PARAGRAPHS 19 AND 20 ON THIS PAGE. I ACKNOWLEDGE RECEIVING A
COPY OF THIS AGREEMENT.
SIGNATURES
(If a Corporation, Partnership or Other Entity) (If Individual)
_________________________ __________________
(Name of Entity) __________________
(Second Party if
Joint Account)
By_______________________
Title____________________
SEAL
Dated_____________________________ACCOUNT NO.____________________
EXHIBIT B
Power of Attorney - Limited - Authorization to Buy and Sell
TO: SANDERS MORRIS MUNDY INC.
I hereby constitute and appoint _____________________(whose
signature appears below), my agent and attorney-in-fact, with
full power and authority to act for me and in my behalf in any
lawful way to subscribe, buy, sell (including short sales),
exchange, and trade in stocks, bonds, mutual funds, limited
partnership interests, or investment and trust units, and all
other types of securities and financial instruments, whether or
not in negotiable form, issued or unissued, foreign exchange,
commodities, and contracts relating to same (including commodity
future contracts), on margin or otherwise, and to receive
certificates and other evidences of ownership with respect to
securities, for my account or accounts with you, however
designated, and whether presently open or hereafter opened.
You are accordingly authorized and empowered to follow the
instructions of my said agent and attorney-in-fact in every
respect with regard to any such subscriptions, trades, exchanges,
purchases, or sales, long or short, on margin or otherwise, for
my account, and I hereby ratify and confirm any and all
transactions, trades or dealings effected in and for my
account(s) by my said agent and attorney-in-fact, and agree to
indemnify you and hold you free and harmless for any claims,
loss, liability, or damage that arises against you because of your
reliance on this power of attorney.
Notwithstanding the foregoing, my said agent and attorney-in-fact
is not authorized to act on my behalf, without my prior specific
written approval, to execute any transaction in (i) any
securities issued by you or any of your affiliates; (ii) any
direct participation program; or (iii) any securities offered by
you in an offering underwritten by you as a principal.
This power of attorney, authorization, and indemnity is in
addition to (and in no way limits or restricts) any and all
rights which you may have under any other agreement or agreements
between your firm and me, and shall inure and continue in favor
of your present firm, its successors, by merger, consolidation or
otherwise, and assigns.
This power of attorney and authorization is effective immediately
and shall continue in full force and effect, and you and your
successors and assigns shall be indemnified in relying thereon,
until you shall receive actual written notice of revocation
thereof, signed by me; or in the event of the termination thereof
by my death, until you shall have received actual notice thereof,
and such revocation or termination shall in no way affect the
validity of this power and my liability under the indemnity
herein contained, with reference to any transaction initiated by
my agent and attorney-in-fact, prior to the actual receipt by you
of notice of such revocation or termination, as above provided.
THIS POWER OF ATTORNEY IS NOT AFFECTED BY SUBSEQUENT DISABILITY OR
INCOMPETENCE OF THE PRINCIPAL.
Dated at _________________, this __________ day of
__________ , 19 ___.
___________________________ ___________________________
SIGNATURE OF CLIENT SIGNATURE OF AGENT
ACCEPTED BY SANDERS MORRIS MUNDY INC.
___________________________
BOTH SIGNATURES IF JOINT ACCOUNT
By:____________________________
Name:__________________________
Title: ________________________
ACKNOWLEDGEMENT
State of ________________________
County of _______________________
This document was acknowledged before me on _________ by
___________________________________. (date)
(name of principal)
(Seal, if any
of notary)
_________________________
(Signature of notarial officer)
My Commission Expires: _______________
_________________________
(Printed name)
