SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Jenna Lane, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
476142 10 4
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(CUSIP Number)
Charles Sobel, Executive Vice-President
Jenna Lane, Inc.
1407 Broadway, Suite 2400
New York, New York 10018
(212) 704-0002
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 5, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement []. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page. The information required on the
remainder of this cover page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
<PAGE>
CUSIP No.........476142 10 4 Page 2 of 4 Pages
1) Name of Reporting Person........Charles Sobel
S.S. or I.R.S. Identification No. of Above Person....###-##-####
2) Check the Appropriate Box if a Member of a Group (see Instructions)
(a)...... (b)......
3) SEC Use Only.........................................
4) Source of Funds (See Instructions).......(See Item 3)
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)......X.......
6) Citizenship or Place of Organization.........U.S.
Number of (7) Sole Voting Power...........466,712
Shares Bene-
ficially Owned (8) Shared Voting Power.........0
by Each Reporting
Person With (9) Sole Dispositive Power......466,712
(10) Shared Dispositive Power...0
11) Aggregate Amount Beneficially Owned by Each Reporting Person.......466,712
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions).........
13) Percent of Class Represented by Amount in Row 11..11.66%
14) Type of Reporting Person (See Instructions).....IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This Amendment No.2 Schedule 13D relates to the Common Stock, par value
$.01 per share (the "Common Stock") of Jenna Lane, Inc., a Delaware corporation
(the "Issuer"), whose principal executive offices are located at 1407 Broadway,
Suite 2400, New York, New York 10018.
Item 2. Identity and Background.
(a) Name: Charles Sobel
(b) Residence or business address: 1407 Broadway, Suite 2400, New York,
New York 10018.
(c) Present principal occupation or employment and the name, principal
business and address or any corporation or other organization in which such
employment is conducted: Mr. Sobel is Executive Vice-President, and a director
of the Issuer, whose address is set forth in Item 2(b) above.
(d) Involvement in Certain Legal Proceedings. Not applicable.
(e) Party to a Civil Proceeding. Not applicable.
Item 3. Source and Amount of Funds or other Consideration. Not applicable.
Item 4. Purpose of Transaction.
The purpose of the transaction was to comply with and satisfy the terms
of the Employment Agreement (as defined in Item 5 herein) entered into by
reporting person and the Issuer. The reporting person is not interested in, and
has no plans or proposals which relate to or would result in, the items
described in Item 4(a)-(j).
Item 5. Interest in Securities of the Issuer.
(a) Reporting person owns an aggregate of 466,712 shares of Common
Stock, representing 11.66% of the outstanding shares of Common Stock. These
share numbers reflect a 10% stock dividend paid in March 1998. These numbers do
not include currently exercisable stock options.
(b) As to all shares indicated above, reporting person has sole power
to vote and to dispose or direct the disposition thereof, except for the
Issuer's repurchase obligations with respect to the remaining Performance
Shares.
(c) The Issuer on June 5, 1999 repurchased from the reporting person
160,287 Performance Shares (as defined in the Employment Agreement) of Common
Stock, subject to the terms of the Amended and Restated Employment Agreement
dated as of January 30, 1997 (the "Employment Agreement"), by and between the
Issuer and the reporting person. The Employment Agreement provides that of the
Performance Shares issued to the reporting person as of the date of the
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<PAGE>
Employment Agreement, one-half should be repurchased by the Issuer for the par
value thereof in the event that the Issuer does not achieve net income before
taxes ("Net Income") of at least $2.0 million during the period of April 1, 1998
through March 31, 1999 ("1999 Fiscal Year"), subject to specific limitations
described therein. As of the end of the Issuer's 1999 Fiscal Year, the Issuer
did not achieve a Net Income of at least $2.0 million and in addition did not
achieve an amount over $1.5 million but under $2.0 million, which would trigger
the specific limitations described within the Employment Agreement, potentially
reducing the amount of shares to be repurchased. Therefore, the Issuer, having
achieved under $1.5 million in Net Income, repurchased the shares specified
above from the reporting person for an aggregate of $1,602.87 subject to the
terms, conditions and limitations provided in the Employment Agreement, in full
compliance and satisfaction of the terms thereof in connection with the matters
contemplated hereby.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock disclosed herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Reporting person has agreed not to sell or otherwise dispose of any
securities beneficially owned by him for a period of two years from March 20,
1997. This limitation no longer applies.
Item 7. Material to be Filed as Exhibits. Not applicable.
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: 6/5/99
/s/ Charles Sobel
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CHARLES SOBEL
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