UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Wellington Hall, Limited
(Name of Issuer)
Common Stock
(Title of Class of Securities)
949535207
(CUSIP Number)
Arthur F. Bingham, 315 3rd Avenue, N.W., Hickory, NC 28601 (704) 322-5313
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 1, 1997
(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(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with this statement |_|. (A fee
is not required only if the reporting 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 or less of such class.)
(See Rule 13d-7.)
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 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>
SCHEDULE 13D
CUSIP No.
1) Name of Reporting Person
Arthur F. Bingham
S.S. or I.R.S. Identification No. of Above Person
SS# ###-##-####
2) Check the Appropriate Box if a Member of a Group* (a) __
(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 of America
Number of 7) Sole Voting Power
Shares 755,437
Beneficially 8) Shared Voting Power
Owned By -0-
Each 9) Sole Dispositive Power
Reporting 755,437
Person 10) Shared Dispositive Power
With -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
755,437
12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
__
<PAGE>
13) Percent of Class Represented by Amount in Row (11)
31.0%
14) Type of Reporting Person
IN
<PAGE>
Item 1. Security and Issuer
This statement on Amendment No. 1 to Schedule 13D (the "Schedule") is filed
by Arthur F. Bingham and relates to shares of common stock, no par value (the
"Common Stock") of Wellington Hall, Limited (the "Issuer"). Wellington Hall is
located at Route 1, U.S. Highway Nos. 29 and 70 North, Lexington, North Carolina
27292.
Item 2. Identity and Background
Arthur F. Bingham's principal occupation is Senior Executive Vice President
of Sales and Marketing of the Issuer. His office is located at 315 3rd Avenue
N.W., Hickory, North Carolina 28601. Mr. Bingham has not been convicted in any
criminal proceeding during the past five years, nor has he been found to have
violated any federal or state securities laws. Mr. Bingham is a citizen of the
the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
On February 10, 1997, in connection with his employment as
Senior Executive Vice President of Sales and Marketing of the Issuer, Mr.
Bingham was granted a nonqualified stock option to purchase 150,000 shares of
the Common Stock at an exercise price of $1.30 per share (the "Option"), subject
to the approval by the shareholders of the Issuer of the plan under which the
Option was granted. Mr. Bingham has not exercised any portion of such option. It
is anticipated that, if Mr. Bingham were to exercise any portion of such option
in the future, he would pay the aggregate exercise price therefor out of
personal funds.
Item 4. Purpose of Transaction
Mr. Bingham was granted the Option in connection with his
employment with the Issuer as described in Item 2 of this Schedule for the
purpose of providing him with an incentive to remain in the employment of the
Issuer and with an opportunity to acquire or increase a proprietary interest in
the Issuer's success. He has no plans to acquire control of the Issuer.
Item 5. Interest in Securities of Issuer
(a-b) As of the close of business on October 28, 1997, Mr.
Bingham may be deemed to be the beneficial owner of 755,437 shares of Common
Stock. Such 755,437 shares constitute 31.0% of the shares of Common Stock
outstanding (based on 2,289,887 shares of Common Stock outstanding). The 755,437
shares include 150,000 shares subject to stock options that are currently
exercisable but do not include 450,000 shares subject to stock options that are
not currently exercisable and do not become exercisable within 60 days. Mr.
Bingham has sole power to vote, direct the vote, dispose of or direct the
disposition of such shares.
(c) On February 10, 1997, in connection with his employment as Senior Executive
Vice President of Sales and Marketing of the Issuer, Mr. Bingham was granted the
<PAGE>
Option, subject to the approval by the shareholders of the Issuer of the plan
under which the Option was granted. The plan under which the Option was granted
was approved by the shareholders of the Issuer on October 1, 1997 at which time
the Option became exercisable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
On February 10, 1997, Mr. Bingham and the Issuer entered into an
Incentive Stock Option Agreement whereby Mr. Bingham received three incentive
stock options, each to purchase 150,000 shares of Common Stock, but each with
its own exercise price ranging from $.50 to $1.30 per share. Upon the
achievement of certain performance conditions, such incentive stock options
become exercisable in full on September 1, 1998, 1999 and 2000, respectively.
Item 7. Material to be Filed as Exhibits
1. Nonqualified Stock Option Agreement dated February 10, 1997
by and between Wellington Hall, Limited and Arthur F. Bingham filed as Exhibit 4
to Arthur Bingham's Schedule 13D filed on February 14, 1997.*
2. Incentive Stock Option Agreement dated February 10, 1997 by
and between Wellington Hall, Limited and Arthur F. Bingham filed as Exhibit 3 to
Arthur Bingham's Schedule 13D filed on February 14, 1997.*
*Incorporated be reference to the statement or report indicated
<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.
October 29, 1997
Date Signature
/s/ Arthur F. Bingham
Arthur F. Bingham
Name
