UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MARISA CHRISTINA INCORPORATED
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
570 268 102
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(CUSIP Number)
Edwin S. Marks, President
CMCO, Inc.
135 East 57th Street
New York, New York 10022
(212) 909-8400
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 27, 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 [ ].
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
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 five percent of less 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 provisions of the Act (however, see the Notes).
Page 1 of 13 pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 570 268 102 PAGE 2 OF 13 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EDWIN S. MARKS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)[X]
(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
U.S.
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 274,069 shs.
OWNED BY --------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 511,919 shs.
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
274,069 shs.
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
511,919 shs.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
785,988 shs.
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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)
9.32%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 570 268 102 PAGE 3 OF 13 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NANCY A. MARKS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
(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
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY --------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 415,219 shs.
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
415,219 shs.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
415,219 shs.
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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)
4.92%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 570 268 102 PAGE 4 OF 13 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARKS FAMILY FOUNDATION
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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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
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY --------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 10,000 shs.
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,000 shs.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000 shs.
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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)
.12%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
SCHEDULE 13D
CUSIP NO. 570 268 102 PAGE 5 OF 13 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
CMCO, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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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
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY --------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 51,400 shs.
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
51,400 shs.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,400 shs.
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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)
.61%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
ITEM 1. SECURITY AND ISSUER
-------------------
The title of the class of equity securities to which this
Schedule 13D relates is the common stock, $.01 par value (the
"Common Stock"), of Marisa Christina Incorporated, a Delaware
corporation (the "Company"). The Company has its principal
executive offices at 415 Second Avenue, New Hyde Park, New York
11040.
The initial Schedule 13D was filed for an event of December
21, 1994 and an amendment (No. 1) was filed for an event of July
16, 1996. Except to the extent amended herein, the information
in the prior filings remains in effect.
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
(a) - (c) The statement is being filed jointly by the
following reporting persons, (hereinafter sometimes collectively
referred to as the "Reporting Persons") pursuant to an Agreement
of Joint Filing attached to this Statement as Exhibit 1:
(i) Edwin S. Marks ("E. Marks")
(ii) Nancy A. Marks ("N. Marks")
(iii) Marks Family Foundation (the "Foundation")
(iv) CMCO, Inc. ("CMCO")
E. Marks and N. Marks are married to each other.
The Foundation is a private foundation of the family of E.
Marks and N. Marks. The address is 15 Eagle Point Drive, Great
Neck, New York 11024.
CMCO is a holding company for various stock and limited
partnership interests. CMCO's address is 135 East 57th Street,
New York, New York 10022. E. Marks is the President of CMCO and
E. Marks and N. Marks are directors and shareholders of CMCO.
(d) & (e) During the last five years, none of the Reporting
Persons has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); 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 violation with respect to
such laws.
(f) E. Marks and N. Marks are U.S. citizens.
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
The transactions to which this Amendment relate are
purchases of an aggregate of 126,900 shares of the Company's
Common Stock by E. Marks, N. Marks, the Foundation and CMCO for
an aggregate consideration of $1,022,287.50.
(1) E. Marks used personal funds in the aggregate amount of
$121,575 to directly purchase the Issuer's Common Stock. This
amount excludes $364,725 from the personal funds of his three
daughters used to purchase their shares of the Issuer's Common
Stock, see Item 5 hereof.
(2) N. Marks used personal funds in the aggregate amount of
$121,575 to directly purchase the Issuer's Common Stock.
(3) CMCO used working capital in the aggregate amount of
$414,412.50 to directly purchase the Issuer's Common Stock.
All of the transactions were open market purchases made
through brokerage firms, and the shares owned by the Reporting
Persons are not held in margin accounts.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
The purchases reported in this Amendment were for investment
purposes.
Each Reporting Person reserves the right to purchase
additional shares of the Company's Common Stock, either
separately or together with other persons, or to sell or make
gifts of all or some of the shares beneficially owned by each of
them.
None of the Reporting Persons has any plans or proposals to
engage in any of the transactions specified in paragraphs (a)
through (j) of this Item; although any one of them may,
separately or together, consider engaging in one or more of such
transactions in the future depending upon factors then existing,
such as the market for the Common Stock and the Company's then
prospects.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Table I sets forth the aggregate number of shares and
percentages owned by the Reporting Persons. The information
herein pertaining to the Company's issued and outstanding Common
Stock is as of January 30, 1997, at which time there were
8,434,000 shares of Common Stock issued and outstanding.
<PAGE>
Table I
-------
Reporting Aggregate Amount of Percentage
Person Beneficial Ownership of Class
------ -------------------- --------
E. Marks 785,988 9.32%
N. Marks 415,219 4.92%
Foundation 10,000 .12%
CMCO 51,400 .61%
E. Marks disclaims beneficial ownership of the Company's Common
Stock owned by N. Marks. N. Marks disclaims beneficial ownership
of the Company's Common Stock owned by E. Marks. E. Marks and N.
Marks also disclaim beneficial ownership of any shares of the
Company's Common Stock owned by other persons who may be related
to them and/or affiliated with CMCO. This filing does not
include shares of the Company's Common Stock owned by affiliates
of CMCO other than E. Marks and N. Marks.
(b) As of January 30, 1997, the number of shares as to
which the Reporting Persons have sole power to vote or direct the
vote, shared power to vote or direct the vote, sole power to
dispose or direct the disposition, or shared power to dispose or
direct the disposition is as follows:
(i) E. Marks had the sole power to vote or to direct
the vote and the sole power to dispose or to direct the
disposition of 274,069 shares of the Company's Common Stock. He
shares such powers to vote and to dispose of 511,919 shares of
the Company's Common Stock (consisting of 405,219 shares owned by
his wife as to which he has the power to vote and to dispose,
10,000 shares owned by the Marks Family Foundation of which E.
Marks and N. Marks are the sole trustees, 45,300 shares owned in
equal amounts by his three daughters, and 51,400 shares owned by
CMCO).
(ii) N. Marks did not have sole voting or dispositive
power over any shares of the Company's Common Stock. She shared
the power to vote and to dispose of 415,219 shares of the
Company's Common Stock (including 10,000 shares owned by the
Foundation).
(iii) The Foundation did not have sole voting or
dispositive power with respect to any shares. The Foundation
shared the power to vote and dispose of 10,000 shares
beneficially owned.
<PAGE>
(iv) CMCO did not have sole voting or dispositive
power with respect to any shares. CMCO shared the power to vote
and dispose of 51,400 shares beneficially owned.
(c) The only transactions during the sixty days preceding
January 30, 1997 by the Reporting Persons in the Common Stock
were the following open market purchases:
=================================================================
REPORTING TRADE DATE NUMBER OF SHARE PRICE
PERSON SHARES
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E. Marks 1/27/97 12,400 $8.06
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E. Marks 1/30/97 2,700 $8.00
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N. Marks 1/27/97 12,400 $8.06
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N. Marks 1/30/97 2,700 $8.00
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CMCO 1/27/97 51,400 $8.06
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E. Marks for
daughters 1/27/97 37,200 $8.06
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E. Marks for
daughters 1/30/97 8,100 $8.00
=================================================================
(d) No person other than the Reporting Persons and the
daughters of E. Marks 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 the Company's Common
Stock listed in this Item 5.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
-------------------------------------------------------
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
---------------------------------
Exhibit 1 - Agreement of Joint Filing
Exhibit 2 - Power of Attorney
<PAGE>
SIGNATURES
----------
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
Date: February 7, 1997
/s/ Edwin S. Marks
________________________________________
EDWIN S. MARKS
/s/ Edwin S. Marks
________________________________________
NANCY A. MARKS
By: Edwin S. Marks,
Power of Attorney
MARKS FAMILY FOUNDATION
/s/ Edwin S. Marks
________________________________________
Edwin S. Marks, Trustee
/s/ Edwin S. Marks
________________________________________
Nancy A. Marks, Trustee
By: Edwin S. Marks,
Power of Attorney
CMCO, Inc.
/s/ Edwin S. Marks
________________________________________
Edwin S. Marks,
President
<PAGE>
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to
the joint filing of a statement on Schedule 13D or any amendments
thereto, with respect to Common Stock, $.01 par value, of Marisa
Christina Incorporated and that this Agreement be included as an
Exhibit in such filing.
This Agreement may be executed in any number of
counterparts each of which shall be deemed to constitute one and
the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement on this 7th day of February, 1997.
/s/ Edwin S. Marks
________________________________________
EDWIN S. MARKS
/s/ Edwin S. Marks
________________________________________
NANCY A. MARKS
By: Edwin S. Marks,
Power of Attorney
MARKS FAMILY FOUNDATION
/s/ Edwin S. Marks
________________________________________
Edwin S. Marks, Trustee
/s/ Edwin S. Marks
________________________________________
Nancy A. Marks, Trustee
By: Edwin S. Marks,
Power of Attorney
CMCO, Inc.
/s/ Edwin S. Marks
________________________________________
Edwin S. Marks,
President
<PAGE>
This power of attorney shall not be affected by the
subsequent disability or incompetence of the principal.
To induce any third party to act hereunder, I hereby agree
that any third party receiving a duly executed copy or facsimile
f this instrument may act hereunder, and that revocation or
termination hereof shall be ineffective as to such third party
unless and until actual notice or knowledge of such revocation or
termination shall have been received by such third party, and I
for myself and for my heirs, executors, legal representatives and
assigns, hereby agree to indemnify and hold harmless andy such
third party from and against any and all claims that may arise
against such third party by reason of such third party having
relied on the provisions of this instrument.
In Witness Whereof, I have hereunto signed my name and
affixed my seal this First day of December, 1986
/s/ Nancy A. Marks
---------------------------------------(Seal)
(Signature of Principal)
STATE OF New York COUNTY OF New York ss.:
On the First day of December 1986 before me personally came
Nancy A. Marks to me known, and known to me to be the individual
described in, and who executed the foregoing instrument, and She
acknowledged to me that She executed the same.
/s/ Eugenia Sturms
EUGENIA STURMS
NOTARY PUBLIC, State of New York
No. 03-9233525
Qualified in Bronx County
Commission Expires March 30, 1988
<PAGE>
Notice: The powers granted by this document are broad and
sweeping. They are defined in New York General Obligations Law,
Article 5, Title 15, sections 5-1502A through 5-1503, which
expressly permits the use of any other or different form of power
of attorney desired by the parties concerned.
Know All Men by These Presents, which are intended to
constitute a GENERAL POWER OF ATTORNEY pursuant to Article 5,
Title 15 of the New York General Obligations Law:
That I /s/ Nancy A. Marks
--------------------------------------
(insert name and address of the principal)
do hereby appoint /s/ Edwin S. Marks
--------------------------------------
(insert name and address of the agent, or
each agent, if more that one is designated)
15 Eagle Point Drive
Kings Point, NY 11024
my attorney(s)-in-fact TO ACT
(a) If more than one agent is designated and the principal
wishes each alone to be able to exercise the power conferred,
insert in this blank the word "severally". Failure to make any
insertion or the insertion of the word "jointly" will require the
agents to act jointly.
In my name, place and stead in any way which I myself could
do, if I were personally present, with respect ;to the following
matters as each of them is defined in Title 15 of Article 5 of
the New York General Obligations Law to the extent that I am
permitted by law to act through an agent:
{Strike out and initial in the opposite box any one or more
of the subdivisions as to which the principal does NOT desire to
give the agent authority. Such elimination of any one or more of
subdivisions (A) to (L). Inclusive, shall automatically
constitute an elimination also of subdivision (M)}
TO STRIKE OUT ANY SUBDIVISION THE PRINCIPAL MUST DRAW A
LINE THROUGH THE TEXT OF THAT SUBDIVISION AND WRITE HIS
INITIALS IN THE BOX OPPOSITE.
(A) real estate transactions;................................[ ]
(B) chattel and goods transactions;..........................[ ]
(C) bond, share and commodity transactions;..................[ ]
(D) banking transactions;....................................[ ]
(E) business operating transactions;.........................[ ]
(F) insurance transactions;..................................[ ]
(G) estate transactions;.....................................[ ]
(H) claims and litigation;...................................[ ]
(I) personal relationships and affairs;......................[ ]
(J) benefits from military service;..........................[ ]
(K) records, reports and statements;.........................[ ]
(L) full and unqualified authority to my attor-
ney(s)-in-fact to delegate any or all of the
foregoing powers to any person or persons
whom my attorney(s)-in fact shall select;................[ ]
(M) all other matters;.......................................[ ]
