SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
Cygne Designs, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
232556100
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(CUSIP Number)
Bernard M. Manuel
c/o Cygne Designs, Inc.
1372 Broadway
New York, New York 10018
(212) 354-6474
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 3, 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 [ ].
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.
(Continued on following pages)
(Page 1 of 26 Pages)
* 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 (the "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
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CUSIP No. 232556100 Page 2 of 26 Pages
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1 NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Bernard M. Manuel
###-##-####
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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
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS (2)(d) or 2(e) [ ]
- ---- --------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
French Citizen
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NUMBER OF 7 SOLE VOTING POWER
SHARES 3,473,082
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
---- ------------------------------------------------------
8 SHARED VOTING POWER
161,339
---- ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,473,082
---- ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
161,339
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,634,421
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- ---- --------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.1%
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14 TYPE OF REPORTING PERSON*
IN
- ---- --------------------------------------------------------------------------
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SCHEDULE 13D
CUSIP No.: 232556100
This statement on Schedule 13D is being filed by Bernard M. Manuel relating
to the shares of common stock, par value of $0.01 per share, of Cygne Designs,
Inc.
ITEM 1 SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.01 per share
(the "Common Stock"), of Cygne Designs, Inc., a Delaware corporation
(the "Issuer"), whose principal executive offices are located at:
1372 Broadway
New York, NY 10018
ITEM 2 IDENTITY AND BACKGROUND.
ITEM 2(a) NAME OF PERSON FILING.
See Cover Page, Item 1.
ITEM 2(b) BUSINESS ADDRESS.
c/o Cygne Designs, Inc.
1372 Broadway
New York, NY 10018
ITEM 2(c) PRESENT OCCUPATION.
Mr. Manuel is the Chairman of the Board and Chief Executive Officer of
the Issuer, a private label designer, merchandiser and manufacturer of
woven and knit career and casual clothing for women, with its
principal address listed in Item 1 above.
ITEM 2(d) CRIMINAL CONVICTIONS.
Mr. Manuel has not, during the last five years, been convicted in any
criminal proceedings (excluding traffic violations or similar
misdemeanors).
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ITEM 2(e) CIVIL PROCEEDINGS.
Mr. Manuel has not, in the last five years, been a party to any civil
proceeding which resulted in a judgment, decree or final order
enjoining Mr. Manuel from future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or
finding any violation by Mr. Manuel with respect to such laws.
ITEM 2(f) CITIZENSHIP.
See Cover Page, Item 6.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Of the 3,634,421 shares of Common Stock beneficially owned by Mr.
Manuel, a total of 1,372,554 shares (as previously reported by Mr.
Manuel in a Schedule 13G) were acquired by Mr. Manuel, his wife, or
the Bernard M. Manuel Foundation prior to the Issuer's initial public
offering in July 1993 and an additional 55,000 shares are issuable to
Mr. Manuel upon the exercise of employee stock options granted prior
to July 1993.
On November 3, 1997, Mr. Manuel entered into a Stock Purchase
Agreement with Irving Benson and his wife, Dianne Benson
(collectively, the "Bensons") pursuant to which Mr. Manuel agreed to
acquire the aggregate of 951,400 shares of Common Stock owned by the
Bensons for a price of $.40 per share, or $380,560 in the aggregate
(the "Benson Stock Acquisition"). The closing of the Benson Stock
Acquisition is scheduled to take place on December 3, 1997, unless
otherwise agreed by the parties, and is not subject to any material
conditions.
On November 11, 1997, Mr. Manuel entered into a Stock Purchase
Agreement with Limited Direct Associates, L.P. ("LDA"), a limited
partnership consisting of a wholly-owned subsidiary and certain
operating divisions of The Limited, Inc., pursuant to which Mr. Manuel
agreed to acquire 734,319 shares of Common Stock owned by LDA for a
price of $.45 per share, or $330,443.55 in the aggregate (the "LDA
Stock Acquisition"). Mr. Stuart B. Katz, a director of the Issuer,
agreed pursuant to the same Stock Purchase Agreement to acquire
120,000 shares of Common Stock owned by LDA for the same per share
price, or $54,000 in the aggregate. The closing of the LDA Stock
Acquisition is scheduled to take place on December 3, 1997, unless
otherwise agreed by the parties, and is not subject to any material
conditions.
On November 12, 1997, Mr. Manuel entered into a Stock Purchase
Agreement with Fenn Wright and Manson (Antilles) N.V. ("FWM NV")
pursuant to which Mr. Manuel agreed to acquire 521,148 shares of
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Common Stock owned by FWM NV for a price of $.55 per share, or
$286,631.40 in the aggregate (the "FWM NV Stock Acquisition"). Mr.
Katz agreed pursuant to the same Stock Purchase Agreement to acquire
80,000 shares of Common Stock owned by FWM NV for the same per share
price, or $44,000 in the aggregate.
Mr. Manuel intends to use his personal funds to consummate each of the
Benson Stock Acquisition, the LDA Stock Acquisition and the FWM NV
Stock Acquisition (collectively, the "Stock Acquisitions").
ITEM 4 PURPOSE OF TRANSACTION.
Mr. Manuel currently holds his shares for investment purposes;
however, as a result of the voting power associated with his shares of
the Issuer and his position as Chairman of the Board and Chief
Executive Officer of the Issuer, Mr. Manuel may be deemed to control
or share control of the Issuer.
As stated above, Mr. Manuel is Chairman of the Board of Directors and
Chief Executive Officer of the Issuer and, accordingly, actions taken
by Mr. Manuel in his capacity as a director and officer of the Issuer
will be reported by the Issuer in periodic and other reports filed by
the Issuer under the Securities Exchange Act of 1934 (the "Act").
This Report is being filed with respect to Mr. Manuel's individual
ownership of equity securities of the Issuer and does not relate to
actions taken by Mr. Manuel in his official capacity.
Mr. Manuel may determine to change his investment intent with respect
to the Issuer at any time in the future. In reaching any conclusion as
to his future course of action, Mr. Manuel will take into
consideration various factors, such as his financial position, the
Issuer's business and prospects, the availability of shares from other
control persons or stockholders of the Issuer, other developments
concerning the Issuer, other business opportunities available to Mr.
Manuel, and general economic and stock market conditions, including,
but not limited to, the market price of the Issuer's Common Stock. Mr.
Manuel reserves the right, depending on other relevant factors, to
acquire additional shares of the Issuer's Common Stock in open market
or privately negotiated transactions, to dispose of all or a portion
of his holdings of shares of the Issuer's Common Stock, or to change
his intentions with respect to any or all of the matters referred to
in this Item. Other than as described in this Item 4, Mr. Manuel has
no present plans or proposals which relate to or would result in:
(a) the acquisition or disposition of Common Stock;
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(b) an extraordinary corporate transaction involving the Issuer or
any of its subsidiaries, such as a merger, reorganization or
liquidation;
(c) a sale or other transfer of a material amount of assets involving
the Issuer or its subsidiaries;
(d) a change in the number of or term of the directors or management
of the Issuer;
(e) any material change in the capitalization or dividend policy of
the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) any changes in the Issuer's charter or bylaws which may impede
the acquisition of control of the Issuer by any person;
(h) 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 in an inter-dealer quotation system of a registered
national securities association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration under the Exchange Act; or
(j) any other similar action.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER.
ITEM 5(a) AMOUNT BENEFICIALLY OWNED AND PERCENT OF CLASS:
See the Cover Page, Item 11, for the amount of Common Stock
beneficially owned, which amount includes: (i) 1,147,215 shares owned
directly by Mr. Manuel; (ii) 951,400 shares which Mr. Manuel is
acquiring directly in connection with the Benson Stock Acquisition;
(iii) 734,319 shares which Mr. Manuel is acquiring directly in
connection with the LDA Acquisition; (iv) 521,148 shares which Mr.
Manuel is acquiring directly in connection with the FWM NV Stock
Acquisition; (v) 161,339 shares owned by Mr. Manuel's spouse as to
which shares Mr. Manuel disclaims beneficial ownership; (vi) 64,000
shares owned by the Bernard M. Manuel Foundation for which Mr. Manuel
is the sole trustee, however, Mr. Manuel disclaims beneficial
ownership of such shares; and (vii) 55,000 shares issuable upon the
exercise of options which are presently exercisable. Does not include
332,678 shares owned by the Bernard M. Manuel 1992 Irrevocable Trust
for Children established for the benefit of Mr. Manuel's children. See
the Cover Page, Item 13 for the percent of Common Stock beneficially
owned.
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ITEM 5(b) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote:
See Cover Page, Item 7.
(ii) Shared power to vote or to direct the vote:
See Cover Page, Item 8.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Page, Item 9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Page, Item 10.
ITEM 5(c) TRANSACTIONS IN THE STOCK.
During the past 60 days, the following transactions were effected in
the Common Stock covered by this Schedule 13D:
On November 3, 1997, Mr. Manuel entered into a Stock Purchase
Agreement relating to the Benson Stock Acquisition. On November 11,
1997, Mr. Manuel entered into a Stock Purchase Agreement relating to
the LDA Stock Acquisition. On November 12, 1997, Mr. Manuel entered
into a Stock Purchase Agreement relating to the FWM NV Stock
Acquisition.
ITEM 5(e) DATE ON WHICH REPORTING PERSON CEASED TO BE 5% HOLDER.
Inapplicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Inapplicable.
ITEM 7 EXHIBITS.
1. Stock Purchase Agreement dated as of November 3, 1997 by and
among Bernard M. Manuel, Irving Benson and Dianne Benson.
2. Stock Purchase Agreement dated as of November 11, 1997 by and
among Bernard M. Manuel, Stuart B. Katz and Limited Direct
Associates, L.P.
3. Stock Purchase Agreement dated as of November 12, 1997 by and
among Bernard M. Manuel, Stuart B. Katz and Fenn Wright and
Manson (Antilles) N.V.
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<PAGE>
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.
November 12, 1997
---------------------------
(Date)
/s/ BERNARD M. MANUEL
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Bernard M. Manuel
Exhibit 1
STOCK PURCHASE AGREEMENT
Agreement, dated as of November 3, 1997, by and among Bernard M. Manuel
("Buyer"), Irving Benson ("I. Benson") and Dianne Benson ("D. Benson", and,
together with I. Benson, the "Sellers").
R E C I T A L S
A. The Sellers are the record and beneficial owners of an aggregate of
951,400 shares (the "Shares") of common stock, par value $.01 per share ("Common
Stock"), of Cygne Designs, Inc., a Delaware corporation (the "Company"); and
B. The Buyer has agreed to buy, and the Sellers have agreed to sell, the
Shares, subject to certain terms and conditions herein set forth.
THEREFORE, in consideration of the promises and the mutual covenants and
conditions herein contained, the Sellers and the Buyer hereby agree as follows:
ARTICLE ONE
(Purchase and Sale of Shares)
Subject to the terms and conditions hereof and in reliance upon the
representations, warranties and agreements contained herein, each Seller,
severally and not jointly, hereby agrees to transfer and sell to the Buyer, and
the Buyer hereby agrees to purchase from each Seller, that number of Shares set
forth opposite such Seller's name in Schedule A hereto at a purchase price of
$.40 per Share, or $380,560 in the aggregate.
ARTICLE TWO
(The Closing)
The closing of the sale and purchase of the Shares contemplated hereunder
(the "Closing") shall take place at the offices of Fulbright & Jaworski L.L.P.,
666 Fifth Avenue, New York, NY at 9:30 A.M. on December 3,1997 (the "Closing
Date"), or at such other time and place as may be mutually agreed upon in
writing by the parties. At the Closing (i) the Buyer shall deliver to each
Seller a certified or official bank check payable to the order of such Seller in
the amount of the purchase price for the Shares being sold by such Seller as set
forth in Schedule A hereto and (ii)
<PAGE>
each Seller will deliver to the Buyer one or more stock certificates
representing the Shares purchased by the Buyer from such Seller as set forth
herein, with stock powers duly endorsed in blank attached thereto, and shall
take all such further actions as may reasonably be requested by the Company's
transfer agent in connection with the issuance to the Buyer of a certificate or
certificates, registered in the name of the Buyer, representing the Shares. The
Shares shall be transferred by each Seller to the Buyer free and clear of any
and all Encumbrances (as hereinafter defined). In addition, each Seller shall
affix to the stock certificates being delivered by such Seller, at such Seller's
expense, all requisite stock transfer tax stamps, if any.
ARTICLE THREE
(Certain Representations and Warranties of the Sellers)
Each Seller, severally and not jointly, hereby represents and warrants to,
and covenants with, the Buyer that:
3.1 Compliance. The execution, delivery by such Seller and performance by
such Seller of this Agreement and the sale and delivery of the Shares by such
Seller will not violate, conflict with or result in a breach of any agreement or
other document or undertaking to which such Seller is a party or by which such
Seller is bound or violate any law, regulation, order, writ, injunction or
decree of any court or administrative or governmental body by which such Seller
is bound.
3.2 Unencumbered Title. Such Seller is the sole record and beneficial
owner of the Shares to be transferred by such Seller to the Buyer. Such Shares
are not subject to any lien, claim, restriction or encumbrance or to any option
or right (collectively, "Encumbrances") that restricts such Seller from
transferring good and marketable title to such Shares to the Buyer, free and
clear of any Encumbrances.
3.3 Familiarity with the Company. Such Seller has relied upon independent
investigations made by such Seller or such Seller's representatives and such
Seller is fully familiar with the business, results of operations, financial
condition, prospects and other affairs of the Company. Such Seller acknowledges
that in connection with the sale of the Shares hereunder, neither the Company,
the Buyer nor anyone acting on their behalf or any other person has made, and
such Seller is not relying upon, any representations, statements or projections
concerning the Company, its present or projected results of operations, its
prospects, its present or future plans, its products, or the value of its shares
or business or any other matter in relation to its business or affairs.
3.4 Opportunity to Ask Questions. Such Seller has been given the
opportunity to ask questions of and to receive answers from the Company
regarding the business, results of operations, financial condition, prospects or
other affairs of the Company and to obtain such other information as such Seller
desired in order to evaluate such Seller's decision to sell the Shares.
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3.5 Professional Advice. Such Seller has received professional advice from
such Seller's counsel and accountants regarding such Seller's sale of the
Shares.
ARTICLE FOUR
(Certain Representations and Warranties of the Buyer)
The Buyer represents and warrants to the Sellers that:
4.1 Investment Intent, etc. He is acquiring the Shares to be purchased by
him for investment for his own account and not with the view to, or for resale
in connection with, any distribution thereof. He is an "accredited investor"
within the meaning of Regulation D under the Securities Act of 1933, as amended
(the "Securities Act"), and has such knowledge and experience in financial and
business matters that he is capable of evaluating the merits and risks of an
investment in the Shares. He understands that the Shares have not been
registered under the Securities Act or under the securities laws of any state
and, therefore, cannot be resold unless so registered or unless an exemption
from registration is available. The stock certificates will bear a legend to
that effect.
4.2 Familiarity with the Company. He is fully familiar with the business,
results of operations, financial condition, prospects and other affairs of the
Company. He acknowledges that in connection with his purchase of Shares
hereunder, neither the Company, the Sellers nor anyone acting on their behalf or
any other person has made, and he is not relying upon, any representations,
warranties, statements or projections concerning the Company, its present or
projected results of operations, its prospects, its present or future plans, its
products, or the value of its shares or business or any other matter in relation
to its business or affairs.
ARTICLE FIVE
(Conditions)
5.1 The obligation of the Buyer to purchase the Shares is subject to the
fulfillment of each of the following conditions:
(a) The representations and warranties of the Sellers contained in this
Agreement shall be true and correct in all material respects at the date hereof
and at and as of the Closing, with the same force and effect as if made at and
as of the Closing, and each Seller shall have performed or complied with all
agreements and covenants required by this Agreement to be performed or complied
with by such Seller on or prior to the Closing.
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5.2 The obligations of the Sellers to consummate the sale of the Shares are
subject to the fulfillment of each of the following conditions:
(a) The representations and warranties of the Buyer contained in this
Agreement shall be true and correct in all material respects at the date hereof
and at and as of the Closing, with the same force and effect as if made at and
as of the Closing, and the Buyer shall have performed or complied with all
agreements and covenants required by this Agreement to be performed or complied
with by the Buyer on or prior to the Closing.
ARTICLE SIX
(Miscellaneous)
6.1 Governing Law. This Agreement shall be governed in all respects by the
laws of the State of New York as such laws are applied to agreements between New
York residents entered into and to be performed entirely within New York.
6.2 Third Party Beneficiary. In permitting the transfer of the Shares
hereunder, the Company may rely upon, and shall be a third party beneficiary of,
the representations and warranties of the Sellers set forth in Article Three
hereof and the representations and warranties of the Buyer set forth in Article
Four hereof.
6.3 Survival. The representations, warranties, covenants and agreements
made herein shall survive the execution and delivery of this Agreement.
6.4 Successors and Assigns. Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.
6.5 Entire Agreement; Amendment. This Agreement constitutes the full and
entire understanding and agreement between the parties with regard to the
subject matter hereof. Neither this Agreement nor any term hereof may be
amended, discharged or terminated except by a written instrument signed by the
parties hereto.
6.6 Delays or Omissions. The parties hereto agree that no delay or omission
to exercise any right, power or remedy accruing upon any breach or default under
this Agreement shall impair any such right, power or remedy, nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence
therein, or of any similar breach or default thereafter occurring; nor shall any
waiver of any single breach or default be deemed a waiver of any other breach or
default theretofore or thereafter occurring. Any waiver of any provisions or
conditions of this Agreement must be made in writing and shall be effective only
to the extent specifically set forth in such writing.
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All remedies, either under this Agreement or by law or otherwise afforded to any
party, shall be cumulative and not alternative.
6.7 Severability. In case any provision of the Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
6.8 Additional Acts. The parties hereto agree to sign such additional
documents and to take such additional actions as may reasonably be necessary of
any of them to accomplish the purposes of this Agreement.
6.9 Titles and Subtitles. The titles of the paragraphs and subparagraphs of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
6.10 Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall be deemed one original.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first written above.
/s/ IRVING BENSON
-------------------------------------
Irving Benson
/s/ DIANNE BENSON
-------------------------------------
Dianne Benson
/s/ BERNARD M. MANUEL
-------------------------------------
Bernard M. Manuel
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SCHEDULE A
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Seller Number of Shares Sold Purchase Price
================================================================================
Irving Benson 885,061 shares $354,024.40
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Dianne Benson 66,339 shares $26,535.60
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Total 951,400 shares $380,560.00
================================================================================
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STOCK PURCHASE AGREEMENT
Agreement, dated as of this 11th day of November, 1997, by and among
Bernard M. Manuel ("Manuel"), Stuart B. Katz ("Katz" and together with Manuel,
the "Buyers") and Limited Direct Associates, L.P., a Delaware limited
partnership (the "Seller").
R E C I T A L S :
A. The Seller is the record and beneficial owner of an aggregate of
854,319 shares (the "Shares") of common stock, par value $.01 per share ("Common
Stock"), of Cygne Designs, Inc., a Delaware corporation (the "Company"); and
B. The Buyers have agreed to buy, and the Seller has agreed to sell,
the Shares, subject to certain terms and conditions herein set forth.
THEREFORE, in consideration of the promises and the mutual covenants
and conditions herein contained, the Seller and the Buyers hereby agree as
follows:
ARTICLE ONE
(Purchase and Sale of Shares)
Subject to the terms and conditions hereof and in reliance upon the
representations, warranties and agreements contained herein, the Seller hereby
agrees to transfer and sell to the Buyers, and each Buyer, severally and not
jointly, hereby agrees to purchase from the Seller, that number of Shares set
forth opposite such Seller's name in Schedule A hereto at a purchase price of
$.45 per Share.
ARTICLE TWO
(The Closing)
The closing of the sale and purchase of the Shares contemplated
hereunder (the "Closing") shall take place at the offices of Fulbright &
Jaworski L.L.P., 666 Fifth Avenue, New York, NY at 10:00 A.M. on December 3,
1997 (the "Closing Date"), or at such other time and place as may be mutually
agreed upon in writing by the parties. At the Closing (i) each of Manuel and
Katz shall deliver to the Seller a certified or official bank check payable to
the order of the Seller in the amount of the purchase price for the Shares being
purchased by him and (ii) the Seller will deliver to the Buyers one or more
stock certificates representing the Shares purchased by the
<PAGE>
Buyers from the Seller as set forth herein, with stock powers duly endorsed in
blank attached thereto, and shall take all such further actions as may
reasonably be requested by the Company's transfer agent in connection with the
issuance to the Buyers of a certificate or certificates, registered in the name
of such Buyers, representing the Shares being acquired by such Buyer. The Shares
shall be transferred by the Seller to the Buyers free and clear of any and all
Encumbrances (as hereinafter defined), provided that the Buyers will purchase
and affix to the stock certificates all requisite stock transfer tax stamps and
will be entitled to all rebates of such stock transfer taxes.
ARTICLE THREE
(Certain Representations and Warranties of the Seller)
The Seller hereby represents and warrants to, and covenants with,
the Buyers that:
3.1 Authorization; Compliance. All necessary action has been taken
by Seller to authorize the execution, delivery and performance of this Agreement
by Seller. The execution, delivery and performance by the Seller of this
Agreement and the sale and delivery of the Shares by the Seller will not
violate, conflict with or result in a breach of any agreement or other document
or undertaking to which the Seller is a party or by which the Seller is bound or
violate any law, regulation, order, writ, injunction or decree of any court or
administrative or governmental body by which the Seller is bound.
3.2 Unencumbered Title. The Seller is the sole record and
beneficial owner of the Shares to be transferred to the Buyers. The Shares are
not subject to any lien, claim, restriction or encumbrance or to any option or
right (collectively, "Encumbrances") that restricts the Seller from transferring
good and marketable title to the Shares to the Buyers, free and clear of any
Encumbrances.
3.3 Opportunity to Ask Questions. Seller has been given the
opportunity to ask questions of and to receive answers from the Company
regarding the business, results of operations, financial condition, prospects or
other affairs of the Company and to obtain such other information as Seller
desired in order to evaluate Seller's decision to sell the Shares.
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<PAGE>
ARTICLE FOUR
(Certain Representations and Warranties of the Buyers)
Each Buyer, severally and not jointly, represents and warrants to
the Seller that:
4.1 Investment Intent, etc. He is acquiring the Shares to be
purchased by him for investment for his own account and not with the view to, or
for resale in connection with, any distribution thereof. He is an "accredited
investor" within the meaning of Regulation D under the Securities Act of 1933,
as amended (the "Securities Act"), and has such knowledge and experience in
financial and business matters that he is capable of evaluating the merits and
risks of an investment in the Shares. He understands that the Shares have not
been registered under the Securities Act or under the securities laws of any
state and, therefore, cannot be resold unless so registered or unless an
exemption from registration is available. The stock certificates will bear a
legend to that effect.
4.2 Familiarity with the Company. He is fully familiar with the
business, results of operations, financial condition, prospects and other
affairs of the Company. He acknowledges that in connection with his purchase of
Shares hereunder, neither the Company, the Seller nor anyone acting on its
behalf or any other person has made, and he is not relying upon, any
representations, warranties, statements or projections concerning the Company,
its present or projected results of operations, its prospects, its present or
future plans, its products, or the value of its shares or business or any other
matter in relation to its business or affairs.
ARTICLE FIVE
(Conditions)
5.1 The obligations of the Buyers to purchase the Shares is subject
to the fulfillment of each of the following conditions:
(a) The representations and warranties of the Seller contained in
this Agreement shall be true and correct in all material respects at the date
hereof and at and as of the Closing, with the same force and effect as if made
at and as of the Closing, and Seller shall have performed or complied with all
agreements and covenants required by this Agreement to be performed or complied
with by Seller on or prior to the Closing.
5.2 The obligations of the Seller to consummate the sale of the
Shares are subject to the fulfillment of each of the following conditions:
(a) The representations and warranties of each Buyer contained in
this Agreement shall be true and correct in all material respects at the date
hereof and at and as of the Closing, with the same force and effect as if made
at and as of the
-3-
<PAGE>
Closing, and each Buyer shall have performed or complied with all agreements and
covenants required by this Agreement to be performed or complied with by such
Buyer on or prior to the Closing.
ARTICLE SIX
(Miscellaneous)
6.1 Governing Law. This Agreement shall be governed in all respects
by the laws of the State of New York as such laws are applied to agreements
between New York residents entered into and to be performed entirely within New
York.
6.2 Third Party Beneficiary. In permitting the transfer of the
Shares hereunder, the Company may rely upon, and shall be a third party
beneficiary of, the representations and warranties of the Seller set forth in
Article Three hereof and the representations and warranties of the Buyers set
forth in Article Four hereof.
6.3 Survival, etc. The representations, warranties, covenants and
agreements made herein shall survive the execution and delivery of this
Agreement.
6.4 Successors and Assigns. This Agreement may not be assigned.
Except as otherwise expressly provided herein, the provisions hereof shall inure
to the benefit of, and be binding upon, the successors, assigns, heirs,
executors and administrators of the parties hereto.
6.5 Entire Agreement; Amendment. This Agreement constitutes the
full and entire understanding and agreement between the parties with regard to
the subject matter hereof. Neither this Agreement nor any term hereof may be
amended, discharged or terminated except by a written instrument signed by the
parties hereto.
6.6 Delays or Omissions. The parties hereto agree that no delay or
omission to exercise any right, power or remedy accruing upon any breach or
default under this Agreement shall impair any such right, power or remedy, nor
shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of any similar breach or default thereafter occurring;
nor shall any waiver of any single breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring. Any waiver of any
provisions or conditions of this Agreement must be made in writing and shall be
effective only to the extent specifically set forth in such writing. All
remedies, either under this Agreement or by law or otherwise afforded to any
party, shall be cumulative and not alternative.
6.7 Severability. In case any provision of the Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
-4-
<PAGE>
6.8 Additional Acts. The parties hereto agree to sign such
additional documents and to take such additional actions as may reasonably be
necessary of any of them to accomplish the purposes of this Agreement.
6.9 Titles and Subtitles. The titles of the paragraphs and
subparagraphs of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.
6.10 Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall be deemed one original.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed and delivered as of the date first written above.
LIMITED DIRECT ASSOCIATES, L.P.
By: Limited Direct, Inc., its
General Partner
By: /s/ WILLIAM GERBER
---------------------------------------------
Name: William Gerber
Title: Vice President of Limited Direct, Inc.
/s/ BERNARD M. MANUEL
---------------------------------------------
Bernard M. Manuel
/s/ STUART B. KATZ
---------------------------------------------
Stuart B. Katz
-5-
<PAGE>
SCHEDULE A
- -------------------------------------------------------------------------------
NUMBER OF SHARES
BUYER PURCHASED PURCHASE PRICE
- -------------------------------------------------------------------------------
Bernard M. Manuel 734,319 shares $330,443.55
- -------------------------------------------------------------------------------
Stuart B. Katz 120,000 shares $54,000.00
- -------------------------------------------------------------------------------
TOTAL 854,319 shares $384,443.55
- -------------------------------------------------------------------------------
-6-
STOCK PURCHASE AGREEMENT
Agreement, dated as of this 12th day of November, 1997, by and among
Bernard M. Manuel ("Manuel"), Stuart B. Katz ("Katz" and together with Manuel,
the "Buyers") and Fenn Wright and Manson (Antilles) N.V., a Netherlands Antilles
corporation (the "Seller").
R E C I T A L S :
A. The Seller is the record and beneficial owner of an aggregate of
601,148 shares (the "Shares") of common stock, par value $.01 per share ("Common
Stock"), of Cygne Designs, Inc., a Delaware corporation (the "Company"); and
B. The Buyers have agreed to buy, and the Seller has agreed to sell,
the Shares, subject to certain terms and conditions herein set forth.
THEREFORE, in consideration of the promises and the mutual covenants
and conditions herein contained, the Seller and the Buyers hereby agree as
follows:
ARTICLE ONE
(Purchase and Sale of Shares)
Subject to the terms and conditions hereof and in reliance upon the
representations, warranties and agreements contained herein, the Seller hereby
agrees to transfer and sell to the Buyers, and each Buyer, severally and not
jointly, hereby agrees to purchase from the Seller, that number of Shares set
forth opposite such Seller's name in Schedule A hereto at a purchase price of
$.55 per Share.
ARTICLE TWO
(The Closing)
The closing of the sale and purchase of the Shares contemplated
hereunder (the "Closing") shall take place at the offices of Fulbright &
Jaworski L.L.P., 666 Fifth Avenue, New York, NY at 10:00 A.M. on December 3,
1997 (the "Closing Date"), or at such other time and place as may be mutually
agreed upon in writing by the parties. At the Closing (i) each of Manuel and
Katz shall deliver to the Seller a certified or official bank check payable to
the order of the Seller in the amount of the purchase price for the Shares being
purchased by him and (ii) the Seller will deliver to the Buyers one or more
stock certificates representing the Shares purchased by the
<PAGE>
Buyers from the Seller as set forth herein, with stock powers duly endorsed in
blank attached thereto, and shall take all such further actions as may
reasonably be requested by the Company's transfer agent in connection with the
issuance to the Buyers of a certificate or certificates, registered in the name
of such Buyers, representing the Shares being acquired by such Buyer. The Shares
shall be transferred by the Seller to the Buyers free and clear of any and all
Encumbrances (as hereinafter defined). In addition, the Seller shall affix to
the stock certificates being delivered by the Seller, at Seller's expense, all
requisite stock transfer tax stamps, if any.
ARTICLE THREE
(Certain Representations and Warranties of the Seller)
The Seller hereby represents and warrants to, and covenants with,
the Buyers that:
3.1 Authorization; Compliance. All necessary corporate action has
been taken by Seller to authorize the execution, delivery and performance of
this Agreement by Seller. The execution, delivery and performance by the Seller
of this Agreement and the sale and delivery of the Shares by the Seller will not
violate, conflict with or result in a breach of any agreement or other document
or undertaking to which the Seller is a party or by which the Seller is bound or
violate any law, regulation, order, writ, injunction or decree of any court or
administrative or governmental body by which the Seller is bound.
3.2 Unencumbered Title. The Seller is the sole record and
beneficial owner of the Shares to be transferred to the Buyers. The Shares are
not subject to any lien, claim, restriction or encumbrance or to any option or
right (collectively, "Encumbrances") that restricts the Seller from transferring
good and marketable title to the Shares to the Buyers, free and clear of any
Encumbrances.
3.3 Familiarity with the Company. Seller has relied upon
independent investigations made by Seller or Seller's representatives. Seller
acknowledges that in connection with the sale of the Shares hereunder, neither
the Company, the Buyers nor anyone acting on their behalf or any other person
has made, and Seller is not relying upon, any representations, statements or
projections concerning the Company, its present or projected results of
operations, its prospects, its present or future plans, its products, or the
value of its shares or business or any other matter in relation to its business
or affairs.
3.4 Opportunity to Ask Questions. Seller has been given the
opportunity to ask questions of and to receive answers from the Company
regarding the business, results of operations, financial condition, prospects or
other affairs of the Company and to obtain such other information as Seller
desired in order to evaluate Seller's decision to sell the Shares.
-2-
<PAGE>
3.5 Professional Advice. Seller has received professional advice
from Seller's counsel and accountants regarding Seller's sale of the Shares.
ARTICLE FOUR
(Certain Representations and Warranties of the Buyers)
Each Buyer, severally and not jointly, represents and warrants to
the Seller that:
4.1 Investment Intent, etc. He is acquiring the Shares to be
purchased by him for investment for his own account and not with the view to, or
for resale in connection with, any distribution thereof. He is an "accredited
investor" within the meaning of Regulation D under the Securities Act of 1933,
as amended (the "Securities Act"), and has such knowledge and experience in
financial and business matters that he is capable of evaluating the merits and
risks of an investment in the Shares. He understands that the Shares have not
been registered under the Securities Act or under the securities laws of any
state and, therefore, cannot be resold unless so registered or unless an
exemption from registration is available. The stock certificates will bear a
legend to that effect.
4.2 Familiarity with the Company. He is fully familiar with the
business, results of operations, financial condition, prospects and other
affairs of the Company. He acknowledges that in connection with his purchase of
Shares hereunder, neither the Company, the Seller nor anyone acting on its
behalf or any other person has made, and he is not relying upon, any
representations, warranties, statements or projections concerning the Company,
its present or projected results of operations, its prospects, its present or
future plans, its products, or the value of its shares or business or any other
matter in relation to its business or affairs.
ARTICLE FIVE
(Conditions)
5.1 The obligations of the Buyers to purchase the Shares is subject
to the fulfillment of each of the following conditions:
(a) The representations and warranties of the Seller contained in
this Agreement shall be true and correct in all material respects at the date
hereof and at and as of the Closing, with the same force and effect as if made
at and as of the Closing, and Seller shall have performed or complied with all
agreements and covenants required by this Agreement to be performed or complied
with by Seller on or prior to the Closing.
5.2 The obligations of the Seller to consummate the sale of the
Shares are subject to the fulfillment of each of the following conditions:
-3-
<PAGE>
(a) The representations and warranties of each Buyer contained in
this Agreement shall be true and correct in all material respects at the date
hereof and at and as of the Closing, with the same force and effect as if made
at and as of the Closing, and each Buyer shall have performed or complied with
all agreements and covenants required by this Agreement to be performed or
complied with by such Buyer on or prior to the Closing.
ARTICLE SIX
(Miscellaneous)
6.1 Governing Law. This Agreement shall be governed in all respects
by the laws of the State of New York as such laws are applied to agreements
between New York residents entered into and to be performed entirely within New
York.
6.2 Third Party Beneficiary. In permitting the transfer of the
Shares hereunder, the Company may rely upon, and shall be a third party
beneficiary of, the representations and warranties of the Seller set forth in
Article Three hereof and the representations and warranties of the Buyers set
forth in Article Four hereof.
6.3 Survival. The representations, warranties, covenants and
agreements made herein shall survive the execution and delivery of this
Agreement.
6.4 Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.
6.5 Entire Agreement; Amendment. This Agreement constitutes the
full and entire understanding and agreement between the parties with regard to
the subject matter hereof. Neither this Agreement nor any term hereof may be
amended, discharged or terminated except by a written instrument signed by the
parties hereto.
6.6 Delays or Omissions. The parties hereto agree that no delay or
omission to exercise any right, power or remedy accruing upon any breach or
default under this Agreement shall impair any such right, power or remedy, nor
shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of any similar breach or default thereafter occurring;
nor shall any waiver of any single breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring. Any waiver of any
provisions or conditions of this Agreement must be made in writing and shall be
effective only to the extent specifically set forth in such writing. All
remedies, either under this Agreement or by law or otherwise afforded to any
party, shall be cumulative and not alternative.
6.7 Severability. In case any provision of the Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
-4-
<PAGE>
6.8 Additional Acts. The parties hereto agree to sign such
additional documents and to take such additional actions as may reasonably be
necessary of any of them to accomplish the purposes of this Agreement.
6.9 Titles and Subtitles. The titles of the paragraphs and
subparagraphs of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.
6.10 Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall be deemed one original.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed and delivered as of the date first written above.
FENN WRIGHT and MANSON
(Antilles) N.V.
By: /s/ COLIN C FENN
------------------------------------
Name: Colin C. Fenn
Title: Managing Director
/s/ BERNARD M. MANUEL
------------------------------------
Bernard M. Manuel
/s/ STUART B. KATZ
------------------------------------
Stuart B. Katz
-5-
<PAGE>
SCHEDULE A
- -------------------------------------------------------------------------------
NUMBER OF SHARES
BUYER PURCHASED PURCHASE PRICE
- -------------------------------------------------------------------------------
Bernard M. Manuel 521,148 shares $286,631.40
- -------------------------------------------------------------------------------
Stuart B. Katz 80,000 shares $44,000.00
- -------------------------------------------------------------------------------
TOTAL 601,148 shares $330,631.40
- -------------------------------------------------------------------------------
-6-
