SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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)
February 24, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
(Continued on following pages)
(Page 1 of 6 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 6 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) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
French Citizen
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NUMBER OF 7 SOLE VOTING POWER
SHARES 4,095,367
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
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8 SHARED VOTING POWER
161,339
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9 SOLE DISPOSITIVE POWER
3,473,082
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10 SHARED DISPOSITIVE POWER
161,339
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,256,706
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.1%
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No.: 232556100
This Amendment No. 1 amends and supplements the Schedule 13D, dated
November 3, 1997 (the "Schedule 13D") filed by Bernard Manuel. Except as
modified hereby, there has been no change in the information previously reported
in the Schedule 13D.
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) 3,354,082 shares owned
directly by Mr. Manuel; (ii) 161,339 shares owned by Mr. Manuel's
spouse as to which shares Mr. Manuel disclaims beneficial ownership;
(iii) 64,000 shares owned by the Bernard M. Manuel Foundation (the
"Foundation") for which Mr. Manuel is the sole trustee; (iv) 622,285
shares owned by Cleveland Investment Limited, a Hong Kong company
("CIL"), as to which Mr. Manuel has been granted voting rights for a
period of five years ending February 24, 2003; and (v) 55,000 shares
issuable upon the exercise of options which are presently exercisable.
Mr. Manuel disclaims beneficial ownership of the shares owned by the
Foundation and CIL. 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.
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.
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ITEM 5(c) TRANSACTIONS IN THE STOCK.
Inapplicable.
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.
Cleveland Investment Limited, a Hong Kong company which owns 622,285
shares of common stock of the Issuer, has granted to Mr. Manuel for
nominal consideration the right to vote such shares for a five year
period ending February 24, 2003.
Cleveland Investment Limited, which is controlled by Mr. Chikara
Sasaki (who served as a director of the Issuer from April 1993 to
December 1995), granted such voting rights to Mr. Manuel as an
indication of support for his management efforts to restructure the
Issuer.
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 11, 1997 by and
among Bernard M. Manuel, Stuart B. Katz and Fenn Wright and
Manson (Antilles) N.V.*
4. Irrevocable Proxy from Cleveland Investment Limited.
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* Previously filed as an exhibit to the Schedule 13D.
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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.
March 5, 1998
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(Date)
/s/ BERNARD M. MANUEL
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Bernard M. Manuel
CYGNE DESIGNS, INC.
IRREVOCABLE PROXY
The undersigned hereby irrevocably appoints Bernard Manuel the true and
lawful attorney, agent and proxy of the undersigned to vote in such manner as he
shall in his sole discretion deem proper, and otherwise act with respect to
622,285 shares of Common Stock, par value $0.01 per share, of Cygne Designs,
Inc., a Delaware corporation (the "Company"), owned by the undersigned on the
date hereof (and any and all other shares or other securities issued or issuable
on or after the date hereof in respect of any and all such shares) which the
undersigned is entitled to vote at any meeting (whether annual or special and
whether or not an adjourned meeting) of the Company or otherwise, including
without limitation voting for or against or giving or withholding consent to the
merger, consolidation, dissolution or reorganization of the Company, or the
sale, lease or exchange of all or substantially all of the Company's property
and assets. This proxy is issued for good and valuable consideration and is
coupled with an interest and therefore shall be irrevocable to the full extent
permitted by law, provided that it will terminate and be of no further force and
effect upon the fifth anniversary of the date hereof. This proxy revokes any
other proxy granted by the undersigned at any time with respect to such shares.
CLEVELAND INVESTMENT LIMITED
By: /s/ Chikara Sasaki
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Name: Chikara Sasaki
Title: Authorized Signatory
Dated: February 24, 1998
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