SUBURBAN OSTOMY SUPPLY CO INC
SC 13G, 1997-02-19
MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  SCHEDULE 13G

                  Under the Securities and Exchange Act of 1934






                        Suburban Ostomy Supply Co., Inc.
                                (Name of Issuer)

                           Common Stock, no par value
                         (Title of Class of Securities)

                                   864471 10 7
                                 (CUSIP Number)

         Check the following box if a fee is being paid with this statement |_|.
         (A fee is not required  only if the filing  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 or less of such class.) (See Rule 13-d-7).

         The information  required in the remainder of this cover page shall not
         be deemed to be "filed" for the purpose of Section 18 of the Securities
         and  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>




1             NAME OF REPORTING PERSON
              S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

              Herbert P. Gray

2             CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) |_|
                                                                   (b) |_|
3             SEC USE ONLY


4             CITIZENSHIP OR PLACE OF ORGANIZATION

              U.S.A.

Number        5          SOLE VOTING POWER
of shares
benefic-                           715,627
ially
owned
by each
reporting
person
with
              6          SHARED VOTING POWER

                                    0

              7          SOLE DISPOSITIVE POWER

                                   681,993
 
              8          SHARED DISPOSITIVE POWER

                                    0
9             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                              681,993

10            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN 
              SHARES


11            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                          6.5%

12            TYPE OF REPORTING PERSON

                                          IN

<PAGE>

Item 1(a)         Name of Issuer:

                  Suburban Ostomy Supply Co., Inc.

Item 1(b) Address of Issuer's principal executive offices:

                  75 October Hill Road
                  Holliston, MA  01746

Item 2(a)         Name of person filing:

                  Herbert P. Gray

Item 2(b) Address of principal business office or, if none, residence:

                  c/o Suburban Ostomy Supply Co., Inc.
                  75 October Hill Road
                  Holliston, MA  01746

Item 2(c)         Citizenship:

                  U.S.A.

Item 2(d)         Title of class of securities:

                  Common Stock, no par value

Item 2(e)         CUSIP Number:

                  864471 10 7

Item 3            If Statement filed pursuant to Rule 13d-1(b) or 13d-2(b), 
                  check whether the person filing is a:
                 

                  (a)      |_| Broker or Dealer

                  (b)      |_| Bank

                  (c)      |_| Insurance Company

                  (d)      |_| Investment Company

                  (e)      |_| Investment Advisor

                  (f)      |_| Employee Benefit Plan, Pension Fund or Endowment
                               Fund

                  (g)      |_| Parent Holding Company


<PAGE>

                  (h)      |_| Group

Item 4            Ownership:

                  (a)      Amounts beneficially owned:

                           As of December  31,  1996,  Mr. Gray  directly  owned
                           620,000  shares  of the  Issuer's  Common  Stock.  In
                           addition,  Mr.  Gray  holds  voting  power of  33,634
                           shares of the  issuer's  Common  Stock as Trustees of
                           the Lisa Benovitz 1991 Irrevocable Trust and The Eric
                           Benovitz  1996  Irrevocable  Trust.  Mr.  Gray may be
                           deemed  the  beneficial  owner of  61,993  shares  of
                           Common Stock subject to options exercisable within 60
                           days of December 31, 1996.

                  (b)      Percent of class:

                           Mr. Gray could be deemed to be the beneficial  owner,
                           for  purposes of Schedule  13G, of 685,155  shares of
                           common  stock held  individually  and as  Co-Trustee,
                           which   would   constitute   6.5%  of  the   Issuer's
                           10,415,750 shares of common stock, as of December 31,
                           1996.

                  (c)      Number of shares as to which such person has:

                           (i)   sole power to vote or to direct the vote:  
                    
                                   715,627

                           (ii)  shared power to vote or to direct the vote:  
                              
                                        0

                           (iii)   sole power to dispose or to direct the 
                                   disposition of:  

                                   681,993

                           (iv)    shared power to dispose or to direct the 
                                   disposition of: 

                                        0

Item 5            Ownership of 5% or Less of a Class:

                  Not applicable.

Item 6            Ownership of more than 5% on behalf of another person:

                  Not applicable.

Item 7            Identification and classification of the subsidiary which 
                  acquired the security being reported on by the Parent Holding 
                  Company:
                  
                  Not applicable.

Item 8            Identification and classification of members of the Group:

                  Not applicable.



<PAGE>




Item 9            Notice of Dissolution of Group:

                  Not applicable.

Item 10           Certification:

                  Not applicable.


<PAGE>



                                    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.


                                     /s/Herbert P. Gray
                                     Herbert P. Gray
Dated:  February   13, 1997


<PAGE>


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