WEINERS STORES INC
SC 13G, 1998-09-14
VARIETY STORES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  SCHEDULE 13G

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

          -------------------------------------------------------
     (Name of Issuer)             Weiner's Stores, Inc.
                     --------------------------------------------

(Title of Class of Securities)    Common stock
                              -----------------------------------

     (CUSIP Number)               948704101
                   ----------------------------------------------


     *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 the disclosures provided in a prior cover page.

     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 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                       
          ---------------------------------------------------------------


- --------------------------------------------------------------------------------
(1)   Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above 
      Persons

            Sol B. Weiner            SSN: ###-##-####  
    -----------------------------------------------------------
- --------------------------------------------------------------------------------
(2)   Check the Appropriate Box if a Member of a Group (See Instructions)
                                                                      
      (a) 
         ---------------------------------------------------------------
      (b) 
         ---------------------------------------------------------------

- --------------------------------------------------------------------------------
(3)   SEC Use Only
                  --------------------------------------------------------

- --------------------------------------------------------------------------------
(4)   Citizenship or Place of Organization        USA
                                          --------------------------------

- --------------------------------------------------------------------------------
                              (5)    Sole Voting Power        1,642,928
          Number of                                    --------------------
                               
           Shares              -------------------------------------------------
                              (6)    Shared Voting Power
        Beneficially                                     -----------------
                               
          Owned by                   
                               -------------------------------------------------
            Each              (7)    Sole Dispositive Power   1,642,928
                                                            -----------------
          Reporting 
                               
           Person              -------------------------------------------------
                              (8)    Shared Dispositive Power
            With                                             -----------------
                                     
        
- --------------------------------------------------------------------------------
(9)   Aggregate Amount Beneficially Owned by Each Reporting Person   1,642,928
                                                                  -------------

        
- --------------------------------------------------------------------------------
(10)  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  
      (See Instructions)


- --------------------------------------------------------------------------------
(11)  Percent of Class Represented by Amount in Row 9   8.6%   
                                                       -------------------


- --------------------------------------------------------------------------------
(12)  Type of Reporting Person (See Instructions)         IN 
                                                 -------------------------


- --------------------------------------------------------------------------------






<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 13G", 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(e)(1) in which case it may not be necessary to check row 2(b)].

     (3)  The third row is for SEC internal use; please leave blank.

     (4)  Citizenship or Place of Organization---Furnish citizenship if the
named reporting person is a natural person.  Otherwise, furnish place of
organization.

     (5)-(9), (11) Aggregated Amount Beneficially Owned By Each Reporting 
Person, etc.---Rows (5) through (9) inclusive, and (11) are to be completed in
accordance with the provisions of Item 4 of Schedule 13G.  All percentages are
to be rounded off to the nearest tenth (one place after decimal point).

     (10)  Check if the aggregate amount reported as beneficially owned in row
9 does not include shares as to which beneficial ownership is disclaimed
pursuant to Rule 13d-4 under the Securities Exchange Act of 1934.

     (12)  Type of Reporting Person---Please classify each "reporting person"
according to the following breakdown (see Item 3 of Schedule 13G) and place the
appropriate symbol on the form:

<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>

Notes:

     Attach as many copies of the second part of the cover page as are needed,
one reporting person per page.



<PAGE>   4
     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).

              SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G

     Under Sections 13(d), 13(g), 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 for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statutes 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. Statements containing the information required by this schedule shall be
     filed not later than February 14 following the calendar year covered by the
     statement or within the time specified in Rule 13d-1(b)(2), if applicable.

  B. Information contained in a form which is required to be filed by rules
     under Section 13(f) for the same calendar year as that covered by a
     statement on this schedule may be incorporated by reference in response to
     any of the items of this schedule. If such information is incorporated by
     reference in this schedule, copies of the relevant pages of such form shall
     be filed as an exhibit to this schedule.


<PAGE>   5
     C.   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.

Item 1

     Item 1(a) Name of Issuer:
          Weiner's Stores, Inc.
- --------------------------------------------------------------------------------
     Item 1(b) Address of Issuer's Principal Executive Offices:
          6005 Westview
          Houston, TX 77055

Item 2

     2(a) Name of Person Filing:
          Sol B. Weiner
- --------------------------------------------------------------------------------
     2(b) Address or Principal Business Office or, if none, Residence:
          434 Hunterwood, Houston, TX 77024
- --------------------------------------------------------------------------------
     2(c) Citizenship:
          USA
- --------------------------------------------------------------------------------
     2(d) Title of Class of Securities:
          Common Stock
- --------------------------------------------------------------------------------
     2(e) CUSIP No.: 948704101




Item 3.

     If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check
whether the person filing is a:

a: [ ] Broker or Dealer registered under Section 15 of the Act

b. [ ] Bank as defined in Section 3(a)(6) of the Act

c. [ ] Insurance Company as defined in Section 3(a)(19) of the Act

d. [ ] Investment company registered under Section 8 of the Investment Company
   Act

e. [ ] Investment Adviser registered under Section 203 of the Investment
   Advisers Act of 1940

f. [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of
   the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 
   Rule 13d-1(b)(1)(ii)(F)

g. [ ] Parent holding company, in accordance with Rule 13d-1(b)(ii)(G)

   Note: See item 7

h. [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H)






<PAGE>   6
Item 4. Ownership

     If the percent of the class owned, as of December 31 of the year covered
by the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds 5 percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.

     a. Amount Beneficially Owned:
                         1,642,928
        ------------------------------------------------------------------------
     b. Percent of class
                         8.6%
        ------------------------------------------------------------------------
     c. Number of shares as to which such person has:

          i. sole power to vote or to direct the vote   1,642,928
                                                      --------------------------
         ii. shared power to vote or to direct the vote
                                                       -------------------------
        iii. sole power to dispose or to direct the disposition of     1,642,928
                                                                   -------------
         iv. shared power to dispose or to direct the disposition of
                                                                     -----------

             Instruction.-For computations regarding securities which
             represent a right to acquire an underlying security see Rule
             13d-3(d)


Item 5. 

     Ownership of 5 Percent or Less of a Class. If this statement is being
filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than 5 percent of the class of
securities, check the following [ ].

Instruction. Dissolution of a group requires a response to this item.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person

     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 5 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 employee benefit plan, pension fund or endowment fund is not
required.

Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company

     If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.



<PAGE>   7
Item 8. Identification and Classification of Members of the Group

     If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group.  If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each
member of the group.

Item 9. Notice of Dissolution of Group

     notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity.  See Item 5.

Item 10. Certification

     The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):

     By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.

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.

- -----------------------------------------------------------------
Dated
         September 11, 1998
- -----------------------------------------------------------------
Signature
          /s/ SOL B. WEINER
- -----------------------------------------------------------------
Name/Title
             Sol B. Weiner



     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 the 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.

     Note:  Six copies of this statement, including all exhibits, should be
filed with the Commission.

     Attention:  Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).

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