SEC Info - Odyssey Partners LP - ‘SC 13D/A’ on 11/30/98 re: Biscayne Apparel Inc/FL

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Odyssey Partners LP – ‘SC 13D/A’ on 11/30/98 re: Biscayne Apparel Inc/FL

As of: Monday, 11/30/98 · Accession #: 909518-98-724 · File #: 5-32572

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/30/98  Odyssey Partners LP               SC 13D/A               1:13K  Biscayne Apparel Inc/FL           Weil Gotshal & Ma… 04/FA

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          10     26K 
                          Ownership

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Is Deleted in Its Entirety and Restated to Read as Follows: Not Applicable Schedule 13D Securities and Issuer
1	1st Page - Filing Submission
"	Schedule 13D
2	Not Applicable
3	Item 1. Securities and Issuer
"	Item 1. Is Deleted in Its Entirety and Restated to Read as Follows:
"	Item 2. Identity and Background
4	Item 5. Interest in Securities of the Issuer
6	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

SC 13D/A 1st Page of 10 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

 Under the Securities Exchange Act of 1934
(Amendment No. 1)*

BISCAYNE APPAREL, INC.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, par value $.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)

 091353 10 2
------------------------------------------------
(CUSIP Number)

Simeon Gold, Esq.,
 Weil, Gotshal & Manges LLP, 767 Fifth Ave., New York, NY 10153 (212) 310-8226
--------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to
 Receive Notices and Communications)

 November 23, 1998
------------------------------------------------
 (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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.                                                              

Note: Schedules filed in paper format shall include a signed original and five  
copies of the schedule, including all exhibits. See ss. 240.13d-7 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).                                                                         

          (Continued of following pages)
            (Page 1 of 10 pages)

SC 13D/A 2nd Page of 10 TOC 1st Previous Next ↓Bottom Just 2nd
          SCHEDULE 13D

--------------------------------------------------------------------------------
CUSIP No.     436919104                      Page     2     of    10      Pages 
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1   NAME OF REPORTING PERSON                                                
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)         

Odyssey Partners, L.P. (E.I. Number 13-5614745)                     
--------------------------------------------------------------------------------
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                  (a) |_|
                                                                         (b) |_|

--------------------------------------------------------------------------------
3   SEC USE ONLY                                                            

--------------------------------------------------------------------------------
4   SOURCE OF FUNDS*                                                        

Not Applicable                                                      
--------------------------------------------------------------------------------
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                
      PURSUANT TO ITEMS 2(d) OR 2(e)                                         |_|

--------------------------------------------------------------------------------
6   CITIZENSHIP OR PLACE OF ORGANIZATION                                    

Delaware                                                            
--------------------------------------------------------------------------------
7   SOLE VOTING POWER                     
NUMBER OF            None                                                   
SHARES                                                                  
 BENEFICIALLY   ----------------------------------------------------------------
OWNED BY        8   SHARED VOTING POWER                                   
EACH              None                                                
REPORTING                                                                   
    PERSON      ----------------------------------------------------------------
WITH          9   SOLE DISPOSITIVE POWER                              
None                              
                ----------------------------------------------------------------
10  SHARED DISPOSITIVE POWER              
None                              

--------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             
None                                                                
--------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   
                                                                             [ ]
--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                       
0%                                                                  
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*                                                

PN                                                                  
--------------------------------------------------------------------------------
 *SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SC 13D/A 3rd Page of 10 TOC 1st Previous Next ↓Bottom Just 3rd
Item 1.     Securities and Issuer.                                              
----------------------                                  

Item 1 is deleted in its entirety and restated to read as follows:              

    "This Statement constitutes Amendment No. 1 to the Statement on Schedule
13D (the "Schedule 13D") filed by Odyssey Partners, L.P., a Delaware limited    
partnership (the "Reporting Person") with respect to the Common Stock, par value
$.01 per share (the "Common Stock") of Biscayne Apparel, Inc., a Florida        
corporation (the "Issuer"). The address of the principal executive offices of   
the Issuer is: 1373 Broad Street, Clifton, New Jersey 07013. Unless otherwise   
indicated, all capitalized terms used herein shall have the respective meanings 
for the set forth in Schedule 13D."                                             

Item 2.     Identity and Background.                                            
------------------------                                

          Item 2 is deleted in its entirety and restated to read as follows:

     "(a), (b) and (f). The Reporting Person is a Delaware limited
partnership with its principal executive office at 280 Park Avenue, 21st Floor, 
West Tower, New York, New York 10017. The Reporting Person has six general      
partners (each individually, a "General Partner" and, collectively, the "General
Partners"): Leon Levy, Jack Nash, Joshua Nash, Stephen Berger, Brian Wruble and 
Nash Family                                                                     

Page 3 of 10 Pages          

SC 13D/A 4th Page of 10 TOC 1st Previous Next ↓Bottom Just 4th
Partnership, L.P. Information about the General Partners is set forth in        
Appendix A hereto, which Appendix A is incorporated herein by reference and made
a part hereof.                                                                  

       (c) The Reporting Person is a private investment partnership in
liquidation.                                                                    

        (d)-(e) During the last five years, the Reporting Person has not
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), and the Reporting Person has not been a party to a civil         
proceeding of a judicial or administrative body of competent jurisdiction as a  
result of which it 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.                                                                      

Item 5.     Interest in Securities of the Issuer.                               
-------------------------------------                   

Item 5(a) is deleted in its entirety and restated to read as follows:           

    "(a) The Reporting Person beneficially owns, as of November 25, 1998, no
shares of Common Stock, representing 0% of the total outstanding shares of      
Common Stock.                                                                   

     To the best knowledge of the Reporting Person, none of the persons listed
on Appendix A hereto beneficially owns any Common Stock."                       

Page 4 of 10 Pages          

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Item 5(c) is deleted in its entirety and restated to read as follows:           

    "(c) The Reporting Person disposed of 566,776 shares* of Common Stock in
open market transactions on November 23 and November 24, 1998. In those         
transactions shares of Common Stock were sold at the following prices per share:

                        Price Sold
Date Sold            SharesPer          Share                     
---------            ---------          -----                     

11/23/98              200,000            $.01560                  
11/23/98              150,000             .03130                  
11/23/98               13,600             .06250                  
11/23/98                1,000             .07810                  
11/23/98                2,000             .12500                  
11/24/98              200,176             .03130"                 

Item 5(d) is deleted in its entirety and restated to read as follows:           

"(d) Not Applicable."                                                 

Item 5(e) is deleted in its entirety and restated to read as follows:           

"(e) The Reporting Person ceased to be a beneficial owner of more than
five percent of the Common Stock on November 23, 1998."                         

--------                                                                        
*     The 566,776 shares of Common Stock disposed of by the                     
Reporting Person were comprised of:  568,195 shares of              
Common Stock acquired as described in Item 3 hereof and             
28,408 shares of Common Stock acquired through a 5%                 
stock dividend on May 25, 1995 less 29,827 shares of                
Common Stock beneficially owned by the Reporting Person             
that were distributed to certain of its former                      
employees.                                                          

Page 5 of 10 Pages          

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Item 6.     Contracts, Arrangements, Understandings or Relationships with       
Respect to Securities of the Issuer                     
     -------------------------------------------------------------

Item 6 is deleted in its entirety and restated to read as follows:            

"Not Applicable."                                                   

Page 6 of 10 Pages          

SC 13D/A 7th Page of 10 TOC 1st Previous Next ↓Bottom Just 7th
APPENDIX A        
----------        

Information Concerning the General partners of the Reporting Person             
-------------------------------------------------------------------             

The following sets forth as to each General Partner of the Reporting
Person: (a) his name; (b) his business address; (c) his present principal       
occupation or employment; (d) to the best knowledge of the Reporting Person,    
whether or not, during the last five years, such person was convicted in a      
criminal proceeding (excluding traffic violations or similar misdemeanors); (e) 
to the best knowledge of the Reporting Person, whether or not, during the last  
five years, such person was a party to a civil proceeding of a judicial or      
administrative body of competent jurisdiction as a result of which such General 
Partner 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 violations with respect to such laws; and (f)  
his citizenship.                                                                

1.    (a)   Leon Levy.                      
         (b)   280 Park Avenue, New York, New York
10017 (business).   
      (c)   General Partner of the Reporting
Person.             
(d)   No.                       
(e)   No.                       

Page 7 of 10 Pages          

SC 13D/A 8th Page of 10 TOC 1st Previous Next ↓Bottom Just 8th
(f)   United States.            

2.    (a)   Jack Nash.                      
         (b)   280 Park Avenue, New York, New York
10017 (business).   
      (c)   General Partner of the Reporting
Person.             
(d)   No.                       
(e)   No.                       
(f)   United States.            

3.    (a)   Joshua Nash.                    
         (b)   280 Park Avenue, New York, New York
10017 (business).   
                 (c)   General Partner of the Reporting Person and
                         Managing Member of Ulysses Management LLC, an
investment firm.    
(d)   No.                       
(e)   No.                       
(f)   United States.            

4.    (a)   Stephen Berger.                 
         (b)   280 Park Avenue, New York, New York
10017 (business).   
      (c)   General Partner of the Reporting
          Person and Chairman of Odyssey

Page 8 of 10 Pages          

SC 13D/A 9th Page of 10 TOC 1st Previous Next ↓Bottom Just 9th
                         Investment Partners, LLC, an investment firm.
(d)   No.                       
(e)   No.                       

5.    (a)   Brian Wruble.                   
         (b)   280 Park Avenue, New York, New York
10017 (business).   
                 (c)   General Partner of the Reporting Person and
                            Managing Partner of Odyssey Investment Partners,
    LLC, an investment firm.
(d)   No.                       
(e)   No.                       
(f)   United States.            

6.    (a)   Nash Family Partnership, L.P.   
         (b)   280 Park Avenue, New York, New York
10017 (business).   
     (c)   Private investment partnership.
(d)   No.                       
(e)   No.                       
(f)   New York.                 

            The general partner of Nash Family Partnership, L.P. is Joshua Nash,
as to whom information is set forth in paragraph 3 of this Appendix A.          

Page 9 of 10 Pages          

SC 13D/A Last Page of 10 TOC 1st Previous Next ↓Bottom Just 10th
SIGNATURE       
---------       

            After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this amendment to the statement is  
true, complete and correct.                                                     

Dated:  November 30, 1998                                                       

              Odyssey Partners, L.P.

         By: /s/ Jack Nash
                         -------------------------
         Jack Nash
               General Partner

Page 10 of 10 Pages

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

Filed on:	11/30/98	10		None on these Dates
	11/25/98	4
	11/24/98	5
	11/23/98	1	5
	5/25/95	5
				List all Filings

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Filing Submission 0000909518-98-000724 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Odyssey Partners LP – ‘SC 13D/A’ on 11/30/98 re: Biscayne Apparel Inc/FL

As of: Monday, 11/30/98 · Accession #: 909518-98-724 · File #: 5-32572

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Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents