SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. ___)*
CCA Industries, Inc.
--------------------
(Name of Issuer)
Common Stock, par value $.01
----------------------------
(Title of Class of Securities)
124867102
--------------
(CUSIP Number)
Eric S. Wagner, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
(212) 986-6000
------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 17, 2005
-----------------
(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(e), 13d-1(f) or 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 Rule 13d-7(b) 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).
SCHEDULE 13D
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Capital Partners, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
155,269
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
155,269
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,269
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Capital Partners Offshore, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
204,208
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
204,208
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
204,208
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Capital Group, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
359,477
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
359,477
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
359,477
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
359,477
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
359,477
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
359,477
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LCG Holdings, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
155,269
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
155,269
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,269
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Christian Leone
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
359,477
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
359,477
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
359,477
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14. TYPE OF REPORTING PERSON*
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. Security and Issuer.
This statement relates to the shares of common stock, $.01 par value,
("Common Stock") of CCA Industries, Inc. (the "Issuer"). The Issuer's principal
executive office is located at 200 Murray Hill Parkway, East Rutherford, New
Jersey 07073.
ITEM 2. Identity and Background.
(a)-(c) and (f) The names of the persons filing this statement on Schedule
13D (the "Reporting Persons") are:
- Luxor Capital Partners, LP, a Delaware limited partnership ("Onshore
Fund").
- Luxor Capital Partners Offshore, Ltd., a Cayman Island exempted company
("Offshore Fund").
- Luxor Capital Group, LP, a Delaware limited partnership ("Luxor Capital
Group").
- Luxor Management, LLC, a Delaware limited liability company ("Luxor
Management").
- LCG Holdings, LLC, a Delaware limited liability company ("LCG Holdings").
- Christian Leone, a United States citizen ("Mr. Leone").
Luxor Capital Group is the investment manager of the Onshore Fund and the
Offshore Fund. Luxor Management is the general partner of Luxor Capital Group.
Mr. Leone is the managing member of Luxor Management. LCG Holdings is the
general partner of the Onshore Fund. Mr. Leone is the managing member of LCG
Holdings.
Luxor Capital Group, Luxor Management and Mr. Leone may each be deemed to have
voting and dispositive power with respect to the shares of Common Stock held by
the Onshore Fund and the Offshore Fund. LCG Holdings may be deemed to have
voting and dispositive power with respect to the shares of Common Stock held by
the Onshore Fund.
The business address of each of the Onshore Fund, Luxor Capital Group,
Luxor Management, LCG Holdings and Mr. Leone is 767 Fifth Avenue, 19th Floor,
New York, New York 10153.
The business address of the Offshore Fund is c/o M&C Corporate Services
Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand
Cayman, Cayman Islands.
The principal business of each of the Onshore Fund and Offshore Fund is
that of a private investment fund engaged in the purchase and sale of securities
for its own account.
The principal business of Luxor Capital Group is providing investment
management services.
The principal business of Luxor Management is serving as the general
partner of Luxor Capital Group.
The principal business of LCG Holdings is serving as the general partner or
managing member of the Onshore Fund and other private investment funds.
Mr. Leone's principal occupation is serving as the managing member of each
of Luxor Management and LCG Holdings.
The Directors and Executive Officers of the Offshore Fund are set forth on
Exhibit A attached hereto which is incorporated herein by reference.
(d) During the last five years, none of the Reporting Persons or, to the
knowledge of the Reporting Persons, any of the other individuals identified on
Exhibit A, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons or, to the
knowledge of the Reporting Persons, any of the other individuals identified on
Exhibit A, has been 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.
ITEM 3. Source and Amount of Funds or Other Consideration.
The source and amount of funds used by the Onshore Fund in making its
purchases of the shares of Common Stock beneficially owned it by the Reporting
Persons are set forth below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $1,708,065.63
The source and amount of funds used by the Offshore Fund in making its
purchases of the shares of Common Stock beneficially owned by it are set forth
below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $2,169,012.21
ITEM 4. Purpose of Transaction.
All of the shares of Common Stock reported herein as being beneficially
owned by the Reporting Persons were acquired for investment purposes. Except as
set forth herein, none of the Reporting Persons or, to their knowledge, any of
the other persons identified in response to Item 2, has any plans or proposals
that related to or would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right to acquire, or cause to be
acquired, additional securities of the Issuer, to dispose of, or cause to be
disposed, such securities at any time or to formulate purposes, plans or
proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons, market conditions or other factors. The Reporting Persons may in the
future meet with and/or send correspondence to the Issuer's management and Board
of Directors to discuss any such purposes, plans or proposals.
ITEM 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own:
(i) The Onshore Fund beneficially owns 155,269 shares of Common Stock
representing 2.2% of all of the outstanding shares of Common Stock.
(ii) The Offshore Fund beneficially owns 204,208 shares of Common Stock
representing 2.8% of all of the outstanding shares of Common Stock.
(iii) Luxor Capital Group, as the investment manager of the Onshore Fund
and the Offshore Fund, may be deemed to beneficially own the 359,477 shares of
Common Stock held by them, representing 5.0% of all of the outstanding shares of
Common Stock.
(iv) Luxor Management and Mr. Leone may each be deemed to be the
beneficial owners of the shares of Common Stock beneficially owned by Luxor
Capital Group.
(v) LCG Holdings may be deemed to be the beneficial owner of the shares
of Common Stock held by the Onshore Fund.
(vi) Mr. Leone may be deemed to be the beneficial owner of the shares
of Common Stock beneficially owned by LCG Holdings.
(vii) Collectively, the Reporting Persons beneficially own 359,477
shares of Common Stock representing 5.0% of all of the outstanding shares of
Common Stock.
(b) The Onshore Fund, Luxor Capital Group, Luxor Management, LCG Holdings
and Mr. Leone have shared power to vote or direct the vote of the 155,269 shares
of Common Stock held by the Onshore Fund.
The Offshore Fund, Luxor Capital Group, Luxor Management and Mr. Leone have
shared power to vote or direct the vote of the 204,208 shares of Common Stock
held by the Offshore Fund.
The Onshore Fund, Luxor Capital Group, Luxor Management, LCG Holdings and
Mr. Leone have shared power to dispose or direct the disposition of the 155,269
shares of Common Stock beneficially held by the Onshore Fund.
The Offshore Fund, Luxor Capital Group, Luxor Management and Mr. Leone have
shared power to dispose or direct the disposition of the 204,208 shares of
Common Stock held by the Offshore Fund.
(c) The following transactions were effected by the Onshore Fund during the
past sixty (60) days:
Approx. Price per
Amount of Shs. Share (excl. of
Date Security Bought (Sold) commissions)
---- -------- ------------- ------------
11/17/05 Common 10,703 $8.04
The following transactions were effected by the Offshore Fund during the
past sixty (60) days:
Approx. Price per
Amount of Shs. Share (excl. of
Date Security Bought (Sold) commissions)
---- -------- ------------- ------------
11/17/05 Common 25,597 $8.04
The above transactions were effected on the American Stock Exchange.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Not applicable.
ITEM 7. Material to be Filed as Exhibits.
Exhibit A - Directors and Executive Officers of the Offshore Fund
Exhibit B - Joint Filing Agreement
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned each certifies that the information with respect to it set forth in
this statement is true, complete and correct.
Dated: November 28, 2005
LUXOR CAPITAL PARTNERS, LP
By: LCG Holdings, LLC, as General Partner
By: /s/Christian Leone
------------------------------
Christian Leone,
Managing Member
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
By: /s/Christian Leone
------------------------------
Christian Leone,
Director
LUXOR CAPITAL GROUP, LP
By: Luxor Management, LLC, as General Partner
By: /s/Christian Leone
------------------------------
Christian Leone,
Managing Member
LCG HOLDINGS, LLC
By: /s/Christian Leone
------------------------------
Christian Leone,
Managing Member
LUXOR MANAGEMENT, LLC
By: /s/Christian Leone
------------------------------
Christian Leone,
Managing Member
/s/Christian Leone
------------------------------
Christian Leone
EXHIBIT A
DIRECTORS AND EXECUTIVE OFFICERS OF LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
1. Don M. Seymour
dms Management Ltd.
P.O. Box 31910 SMB
British American Centre, Tower 3
Dr. Roy's Drive
George Town, Grand Cayman
Cayman Islands
Mr. Seymour is an employee of dms Management Ltd., a company that
provides administrative services to Cayman Islands private investment
companies.
2. Aldo Ghisletta
dms Management Ltd.
P.O. Box 31910 SMB
British American Centre, Tower 3
Dr. Roy's Drive
George Town, Grand Cayman
Cayman Islands
Mr. Ghisletta is an employee of dms Management Ltd., a company that
provides administrative services to Cayman Islands private investment
companies.
3. Christian Leone (See Item 2)
EXHIBIT B
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of CCA Industries, Inc. dated as of November 28,
2005 is, and any further amendments thereto signed by each of the undersigned
shall be, filed on behalf of each of the undersigned pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
Dated: Novmember 28, 2005
LUXOR CAPITAL PARTNERS, LP
By: LCG Holdings, LLC, as General Partner
By: /s/Christian Leone
--------------------------------
Christian Leone,
Managing Member
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
By: /s/Christian Leone
------------------------------
Christian Leone,
Director
LUXOR CAPITAL GROUP, LP
By: Luxor Management, LLC, as General Partner
By: /s/Christian Leone
------------------------------
Christian Leone,
Managing Member
LCG HOLDINGS, LLC
By: /s/Christian Leone
------------------------------
Christian Leone,
Managing Member
LUXOR MANAGEMENT, LLC
By: /s/Christian Leone
--------------------------
Christian Leone,
Managing Member
/s/Christian Leone
--------------------------
Christian Leone