<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. --)*
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(Name of Issuer) Weiner's Stores, Inc.
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(Title of Class of Securities) Common stock
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(CUSIP Number) 948704101
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Sol B. Weiner, 434 Hunterwood, Houston, TX 77024
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(Date of Event Which Requires Filing of This Statement)
September 4, 1998, September 11, 1998
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.[ ]
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> 2
CUSIP No. 948704101
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(1) Names Of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Sol B. Weiner SSN: ###-##-####
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b)
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) PF
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(5) Check 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 Shares (7) Sole Voting Power 1,642,928
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Beneficially -------------------------------------------------
Owned (8) Shared Voting Power
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by Each
Reporting ------------------------------------------------
(9) Sole Dispositive Power 1,642,928
Person ----------------
With
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(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned By Each Reporting Person 1,642,928
-----------
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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(13) Percent of Class Represented by Amount in Row (11) 8.6%
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(14) Type of Reporting Person (See Instructions) IN
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<PAGE> 3
Instructions for Cover Page
(1) Names and Social Security Numbers of Reporting Persons Furnish the
full legal name of each person for whom the report is filed-i.e., each person
required to sign the schedule itself-including each member of a group. Do not
include the name of a person required to be identified in the report but who is
not a reporting person. Reporting persons are also requested to furnish their
Social Security or I.R.S. identification numbers, although disclosure of such
numbers is voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING
WITH SCHEDULE 13-D" below).
(2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and such membership is expressly affirmed, please check
row 2(a). If the membership in a group is disclaimed or the reporting person
describes a relationship with other persons but does not affirm the existence
of a group, please check row 2(b) [unless a joint filing pursuant to Rule
13d-1(f)(1) in which case it may not be necessary to check row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
(4) Classify the source of funds or other consideration used or to be used
in making the purchases as required to be disclosed pursuant to Item 3 of
Schedule 13D and insert the appropriate symbol (or symbols if more than one is
necessary in row (4):
<TABLE>
<CAPTION>
Category of Source Symbol
<S> <C>
Subject Company (Company whose securities are being acquired) SC
Bank BK
Affiliate (of reporting person) AF
Working Capital (of reporting person) WC
Personal Funds (of reporting person) PF
Other OO
</TABLE>
(5) If disclosure of legal proceedings or actions is required pursuant to
either Items 2(d) or 2(e) of Schedule 13D, row 5 should be checked.
(6) Citizenship or Place of Organization -- Furnish citizenship if the
named reporting person is a natural person. Otherwise, furnish place of
organization. (See Item 2 of Schedule 13D).
(7)-(11), (13) Aggregate Amount Beneficially Owned by Each Reporting
Person, Etc. - Rows 7 through 11, inclusive, and (13) are to be completed in
accordance with the provisions of Item 5 of Schedule 13D. All percentages are
to be rounded off to nearest tenth (one place after decimal point).
(12) Check if the aggregate amount reported as beneficially owned in row 11
does not include shares which the reporting person discloses in the report but
as to which beneficial ownership is disclaimed pursuant to Rule 13d-4 [17 CFR
240.13d-4] under the Securities Exchange Act of 1934.
(14) Type of Reporting Person - Please classify each "reporting person"
according to the following breakdown and place the appropriate symbol (or
symbols, i.e., if more than one is applicable, insert all applicable symbols)
on the form:
<PAGE> 4
<TABLE>
<CAPTION>
Category Symbol
<S> <C>
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund, or Endowment Fund EP
Parent Holding Company HC
Corporation CO
Partnership PN
Individual IN
Other OO
</TABLE>
Note: Attach additional pages if needed
Notes:
Attach as many copies of the second part of the cover page as are needed,
one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer
items on the schedules (Schedule 13D, 13G, or 14D-1) by appropriate cross
references to an item or items on the cover page(s). This approach may only be
used where the cover page item or items provide all the disclosure required by
the schedule item. Moreover, such a use of a cover page item will result in the
item becoming a part of the schedule and accordingly being considered as
"filed" for purposes of Section 18 of the Securities Exchange Act or otherwise
subject to the liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements by
filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms prescribed in
the Commission's regulations and meet existing Securities Exchange Act rules as
to such matters as clarity and size (Securities Exchange Act Rule 12b-12).
SPECIFIED INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D
Under Sections 13(d) and 23 of the Securities Exchange Act of 1934 and the
rules and regulations thereunder, the Commission is authorized to solicit the
information required to be supplied by this schedule by certain security
holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory,
except for Social Security or I.R.S. identification numbers, disclosure of
which is voluntary. The information will be used for the primary purpose of
determining and disclosing the holdings of certain beneficial owners of certain
equity securities. This statement will be made a matter of public record.
Therefore, any information given will be available for inspection by any member
of the public.
Because of the public nature of the information, the Commission can
utilize it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations
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for investigatory purposes or in connection with litigation involving the
Federal securities laws or other civil, criminal or regulatory statements or
provisions. Social Security or I.R.S. identification numbers, if furnished,
will assist the Commission in identifying security holders and, therefore, in
promptly processing statements of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except for
Social Security or I.R.S. identification numbers, may result in civil or
criminal action against the persons involved for violation of the Federal
securities laws and rules promulgated thereunder.
General Instructions
A. The item numbers and captions of the items shall be included but the text
of the items is to be omitted. The answers to the items shall be so
prepared as to indicate clearly the coverage of the items without
referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
B. Information contained in exhibits to the statement may be incorporated by
reference in answer or partial answer to any item or sub-item of the
statement unless it would render such answer misleading, incomplete,
unclear or confusing. Matter incorporated by reference shall be clearly
identified in the reference by page, paragraph, caption or otherwise. An
express statement that the specified matter is incorporated by reference
shall be made at the particular place in the statement where the
information is required. A copy of any information or a copy of the
pertinent pages of a document containing such information which is
incorporated by reference shall be submitted with this statement as an
exhibit and shall be deemed to be filed with the Commission for all
purposes of the Act.
C. If the statement is filed by a general or limited partnership, syndicate,
or other group, the information called for by Items 2-6, inclusive, shall
be given with respect to
i. each partner of such general partnership;
ii. each partner who is denominated as a general partner or who
functions as a general partner of such limited partnership;
iii. each member of such syndicate or group; and
iv. each person controlling such partner or member. If the statement
is filed by a corporation or if a person referred to in (i),
(ii), (iii) or (iv) of this Instruction is a corporation, the
information called for by the above mentioned items shall be
given with respect to
a. each executive officer and director of such corporation;
b. each person controlling such corporation; and
c. each executive officer and director of any corporation or
other person ultimately in control of such corporation.
Item 1. Security and Issuer
State the title of the class of equity securities to which this statement
relates and the name and address
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of the principal executive offices of the issuer of such securities.
Item 2. Identity and Background
If the person filing this statement or any person enumerated in Instruction
C of this statement is a corporation, general partnership, limited partnership,
syndicate or other group of persons, state its name, the state or other place
of its organization, its principal business, the address of its principal
office and the information required by (d) and (e) of this Item. If the person
filing this statement or any person enumerated in Instruction C is a natural
person, provide the information specified in (a) through (f) of this Item with
respect to such person(s).
a. Name;
b. Residence or business address;
c. Present principal occupation or employment and the name, principal business
and address of any corporation or other organization in which such
employment is conducted;
d. Whether or not, during the last five years, such person has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and, if so, give the dates, nature of conviction, name and
location of court, any penalty imposed, or other disposition of the case;
e. 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 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; and, if so,
identify and describe such proceedings and summarize the terms of such
judgment, decree or final order; and
f. Citizenship.
Item 3. Source and Amount of Funds or Other Consideration
State the source and the amount of funds or other consideration used or to
be used in making the purchases, and if any part of the purchase price is or
will be represented by funds or other consideration borrowed or otherwise
obtained for the purpose of acquiring, holding, trading or voting the
securities, a description of the transaction and the names of the parties
thereto. Where material, such information should also be provided with respect
to prior acquisitions not previously reported pursuant to this regulation. If
the source of all or any part of the funds is a loan made in the ordinary
course of business by a bank, as defined in Section 3(a)(6) of the Act, the
name of the bank shall not be made available to the public if the person at the
time of filing the statement so requests in writing and files such request,
naming such bank, with the Secretary of the Commission. If the securities were
acquired other than by purchase, describe the method of acquisition.
Item 4. Purpose of Transaction
State the purpose or purposes of the acquisition of securities of the
issuer. Describe any plans or proposals which the reporting persons may have
which relate to or would result in:
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a. The acquisition by any person of additional securities of the issuer, or
the disposition of securities of the issuer;
b. An extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the issuer or any of its subsidiaries;
c. A sale or transfer of a material amount of assets of the issuer or any of
its subsidiaries;
d. Any change in the present board of directors or management of the issuer,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board;
e. Any material change in the present capitalization or dividend policy of the
issuer;
f. Any other material change in the issuer's business or corporate structure,
including but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13 of the
Investment Company Act of 1940.
g. Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person;
h. Causing a class of securities of the issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
i. A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
j. Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
a. State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of
securities outstanding as contained in the most recently available filing
with the Commission by the issuer unless the filing person has reason to
believe such information is not current) beneficially owned (identifying
those shares which there is a right to acquire) by each person named in
Item 2. The above mentioned information should also be furnished with
respect to persons who, together with any of the persons named in Item 2,
comprise a group within the meaning of Section 13(d)(3) of the Act;
b. For each person named in response to paragraph (a), indicate the number of
shares as to which there is sole power to vote or to direct the vote, sole
power to dispose or to direct the disposition, or shared power to dispose
or to direct the disposition. Provide the applicable information required
by Item 2 with respect to each person with whom the power to vote or to
direct the vote or to dispose or direct the disposition is shared;
c. Describe any transactions in the class of securities reported on that were
effected during the past sixty days or since the most recent filing of
Schedule 13D, whichever is less, by the persons named in response to
paragraph (a).
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Instruction. The description of a transaction required by Item 5(c) shall
include, but not necessarily be limited to:
1. The identity of the person covered by Item 5(c) who effected the
transaction;
2. the date of transaction;
3. the amount of securities involved;
4. the price per share or unit; and
5. where and how the transaction was effected.
d. If any 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,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than five percent of the
class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940
or the beneficiaries of an employee benefit plan, pension fund or endowment
fund is not required.
e. If applicable, state the date on which the reporting person ceased to be
the beneficial owner of more than five percent of the class of securities.
Instruction. For computations regarding securities which represent a right
to acquire an underlying security, see Rule 13d-3(d)(1) and the note
thereto.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Describe any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the issuer, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, naming
the persons with whom such contracts, arrangements, understandings or
relationships have been entered into. Include such information for any of the
securities that are pledged or otherwise subject to a contingency the
occurrence of which would give another person voting power or investment power
over such securities except that disclosure of standard default and similar
provisions contained in loan agreements need not be included.
Item 7. Material to be Filed as Exhibits.
The following shall be filed as exhibits: Copies of written agreements
relating to the filing of joint acquisition statements as required by Rule
13d-1(f) and copies of all written agreements, contracts, arrangements,
understanding, plans or proposals relating to:
1. The borrowing of funds to finance the acquisition as disclosed in Item 3;
2. the acquisition of issuer control, liquidation, sale of assets, merger, or
change in business or corporate structure, or any other matter as disclosed
in Item 4; and
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3. the transfer or voting of the securities, finder's fees, joint ventures,
options, puts, calls, guarantees of loans, guarantees against loss or of
profit, or the giving or withholding of any proxy as disclosed in Item 6.
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.
September 11, 1998
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Date
/s/ SOL B. WEINER
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Signature
Sol B. Weiner
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: International misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
===============================================================================
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Published for the Center for Corporate Law
by the Center for Electronic Text in the Law
<PAGE> 10
ATTACHMENT TO INFORMATION REQUIRED
BY RULE 13d-101 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
RESPONSES TO INQUIRIES UNDER GENERAL INSTRUCTIONS
1. Weiner's Stores, Inc. - Common stock
6005 Westview
Houston, TX 77055
2a. Sol B. Weiner
2b. 434 Hunterwood
Houston, TX 77024
2c. Retired
2d. None
2e. None
2f. USA
3. PF (Personal Funds)
4. Investment
5a. 1,642,928 shares, common stock, 8.6% of outstanding shares
5b. 1,642,928 shares sole power to vote and direct disposition by individual
named in 2a above.
5c. None
6. None
7. None
