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OMB APPROVAL
OMB NUMBER:
3235-0145Expires: October
31, 1997
Estimated
average burdenhours per form.......14.90
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
WILSON BROTHERS USA, INC., an Illinois
Corporation
(Name of Issuer)
Common Stock, par value $1 per share
(Title of Class of Securities)
972091 10 2
(CUSIP Number)
Walter P. Carucci
One Penn Plaza, Suite 4720
New York, New York 10119
(212)629-7706
(Name, Address and Telephone Number of Person Authorized to
Receive Notices
and Communications)
August 12, 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 -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 disclosures provided in a prior coverage 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
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CUSIP NO. 972091 10 2 PAGE 2 OF
PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carucci Family Partners
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
US Citizen
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NUMBER OF 7 SOLE VOTING POWER
SHARES 8 119,617 shares of Common Stock issuable
pursuant
BENEFICIALLY 9 to convertible notes of the Issuer
OWNED BY 10 SHARED VOTING POWER
EACH 0
REPORTING SOLE DISPOSITIVE POWER
PERSON 119,617 shares of Common Stock issuable
pursuant
WITH to convertible notes of the Issuer
SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,617 shares of Common Stock issuable pursuant to
convertible notes
of the Issuer
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5% (based on 3,440,656 shares outstanding on a fully diluted
basis)
14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-
7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
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CUSIP NO. 972091 10 2 PAGE 3 OF
PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Walter P. Carucci
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(A) |X|
(B) | |
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
US Citizen
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NUMBER OF 7 SOLE VOTING POWER
SHARES 8 247,209 shares of Common Stock issuable
pursuant
BENEFICIALLY 9 to convertible notes of the Issuer
OWNED BY 10 SHARED VOTING POWER
EACH 0
REPORTING SOLE DISPOSITIVE POWER
PERSON 247,209 shares of Common Stock issuable
pursuant
WITH to convertible notes of the Issuer
SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
247,209 shares of Common Stock issuable pursuant to
convertible notes
of the Issuer
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% (based on 3,568,248 shares outstanding on a fully diluted
basis)
14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-
7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
Page of 4
Pages
Page of
Pages
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $1.00 par value
per share
(the "Common
Stock"), of Wilson Brothers, an Illinois corporation (the "Issuer"
or
"Wilson"), with its principal
offices at 902 South Main Street, Point Marion, PA 15474.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Walter P. Carucci
("Carucci") and
Carucci Family Partners
(the "Partnership") (all of the foregoing are collectively
referred herein as
the Reporting Persons).
The Reporting Persons may be deemed to constitute a group for the
purposes of
this filing. The
Partnership is a general partnership organized under the laws of
the State of
New York, with its
principal business address at c/o Carr Securities Corporation, 1
Penn Plaza,
New York, NY 10114.
The Partnership's principal business activity is investing in debt
and equity
securities. Exhibit 1
contains the following information with regard to Carucci and each
of the
general partners of the
Partnership:
(a) Name;
(b) Residence or business address;
(c) Present principal occupation or employment and the name,
principal
business and address or
other organization in which such employment is conducted.
None of the entities or persons identified in this Item 2, nor any
of the
general partners of the
Partnership identified on Exhibit 1 have, during the last five
years, (i) been
convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors;
(ii) 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.
Each of the individuals identified in this item 2 and Exhibit 1 is
a citizen
of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The $187,500 convertible promissory note of the Issuer
convertible at any
time into 119,617
shares of Common Stock acquired by the Partnership from John
Sanford on August
12, 1997 and
reported herein plus 12.5% of the Accounts Receivable of the
Issuer at
September 30, 1993 were
purchased by the Partnership from Mr. Sanford in a private
transaction for the aggregate
consideration of $113,227.64. Of this amount, $58,222.64 came from
the
Partnership's working
capital and $55,000 was advanced to the Partnership by a loan from
Mr. Sanford.
The $200,000 convertible promissory note of the Issuer
convertible at any
time into $127,592
shares of Common Stock acquired by Carucci from Mr. Bruce
Paparella in a
private transaction on
January 10, 1994 for the aggregate consideration of $20,577.81 and
reported
herein came from
Carucci's private funds.
ITEM 4. PURPOSE OF THE TRANSACTION
The securities of the Issuer reported herein were purchased
by the
Reporting Persons for
investment purposes. The Reporting Persons do not presently have
any plans or
proposals with
respect to the matters listed in paragraphs (a) through (j) of
Item 4. The
Reporting persons may at
any time determine to increase or decrease their investment in the
securities
of the Issuer in privately
negotiated or market transactions or otherwise, depending upon
various factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, the Partnership beneficially
owns $187,500
of convertible notes
of the Issuer convertible at any time into 119,617 shares of
Common Stock, constituting
approximately 3.5 % of Common Stock of the Issuer outstanding
(based on
3,321,039 shares of
Common Stock outstanding as reported in the Issuer's Quarterly
Report on Form
10Q for the
quarterly period ending April 30, 1997, in addition to 119,617
shares of
Common Stock issuable
upon conversion of the convertible notes of the Issuer).
As of the date hereof, Carucci may be considered the
beneficial owner of
an aggregate of
$387,500 of convertible notes of the Issuer convertible at any
time into
247,209 shares of Common
Stock, consisting of (i) $200,000 of convertible notes convertible
into127,592
shares of Common
Stock owned by Carucci and (ii) $187,500 of convertible notes
convertible into
119,617 shares of
Common Stock owned by the Partnership (by the reason of having the
sole power
to vote and to
dispose of the securities of the Issuer owned by the Partnership
as
Attorney-in-Fact for each of the
individual general partners), constituting approximately 6.9% of
Common Stock
of the Issuer
outstanding (based on 3,321,039 shares of Common Stock outstanding
as reported
in the Issuer's
Quarterly Report on Form 10Q for the quarterly period ending April
30, 1997,
in addition to 247,209
shares of Common Stock issuable upon conversion of the convertible
notes of
the Issuer).
(b) Carucci has the sole power to vote, to direct the vote,
to dispose or
to direct the
disposition, of 127,592 shares of Common Stock issuable to Carucci
and 119,617
shares of Common
Stock issuable to the Partnership upon conversion of the
convertible notes of
the Issuer.
(c) During the past sixty days the following transactions in
the Common
Stock of the Issuer
were effected:
On August 12, 1997, in a private transaction, the Partnership
purchased
from John Sanford
$187,500 of convertible notes of the Issuer, convertible at any
time into
119,617 shares of Common
Stock plus 12.5% of the Accounts Receivable of the Issuer at
September 30,
1993 for the aggregate
purchase price of $113,227.64.
(d) Clara Carucci and Mitchell Carucci who, together with
Walter P.
Carucci, are the general
partners of the Partnership, may be deemed to have the right to
receive or the
power to direct the
receipt of dividends from, or the proceeds from the sale of, the
securities of
the Issuer owned by the
Partnership to the extent of their pro rata ownership of the
Partnership interests.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH
RESPECT TO
SECURITIES OF THE ISSUER
Clara Carucci and Mitchell Carucci executed Powers of
Attorney appointing
Walter P.
Carucci as Attorney-in-Fact to purchase, sell or vote any security
by or on
behalf of Carucci Family
Partners, and to prepare and to sign all documents required by
federal and
state securities laws and
by the Securities and Exchange Commission with respect to the
holdings of the
Partnership. Said
Powers of Attorney are attached as Exhibits 3 and 4 to this
Schedule 13D.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit 1. Information concerning Walter P. Carucci and
the general
partners of Carucci
Family Partners referred to in item 2 of this
Schedule 13D.
Exhibit 2. Power of Attorney from Clara Carucci in favor
of Walter P.
Carucci with
respect to the matters concerning Carucci
Family Partners.
Exhibit 3. Power of Attorney from Mitchell Carucci in
favor of Walter
P. Carucci with
respect to the matters concerning Carucci
Family Partners.
Exhibit 4. Note Purchase Agreement dated August 12, 1997
between John
Sanford and
Carucci Family Partners.
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.
CARUCCI FAMILY PARTNERS
By:/s/
Walter P. Carucci,
General Partner
/s/ Walter P. Carucci
Walter P. Carucci
Dated: September 10, 1997
EXHIBIT 1
1. (a) Walter P. Carucci
(b) c/o Carr Securities Corporation, 1 Penn Plaza, New York,
NY 10114
(c) President and Director of Carr Securities Corporation,
General
Partner of Carucci Family
Partners.
2. (a) Clara Carucci
(b) 33 Lighthouse Road, Great Neck, NY 11024
(c) No principal occupation. General Partner of Carucci
Family Partners.
3. (a) Mitchell Carucci
(b) 33 Ligthhouse Road, Great Neck, NY 11024.
(c) Photographer. General Partner of Carucci Family
Partners.
EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that, I, Clara Carucci, a
general partner of
Carucci Family Partners ("CFP"), residing at 33 Lighthouse Rd.,
Great Neck,
New York 11024,
hereby appoint Walter Carucci, 17 Battery Place, New York, NY
10004, as my
Attorney-in-Fact, to
act in my capacity as partner of CFP and for my benefit and for
the benefit of
CFP and on behalf of
CFP with sole and exclusive authority to do the following:
-- To purchase or sell any security on behalf of Carucci
Family Partners.
-- To vote any securities now or hereafter held by Carucci
Family Partners.
-- To prepare and sign all documents required by federal and
state
securities laws and by
the Securities and Exchange Commission with respect to the
holdings of Carucci Family
Partners.
I hereby grant to my Attorney-in-Fact full right, power, and
authority to
do every act, deed,
and thing requisite, necessary or advisable to be done concerning
the above
powers, as fully, to all
intents and purposes, as I might or could do if personally present
and acting,
with full power of
substitution and revocation, hereby ratifying and confirming all
that said
Attorney-in-Fact or
substitute shall lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall become effective immediately,
and shall not
be affected by
my disability or lack of mental competence, and shall continue
effective until
my death;
provided, however, that this Power may be revoked by me as to my
Attorney-in-Fact at any time
by written notice to my Attorney-in-Fact.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney as
of March 1, 1994.
/s/ Clara Carucci
Clara Carucci, as Partner,
Carucci Family Partners
STATE/COMMONWEALTH OF NEW YORK )
) ss:
COUNTY/PARISH/BOROUGH OF NASSAU )
On this 1st day of March, 1994, before me, the undersigned, a
Notary Public
for the
State/Commonwealth of New York, personally appeared Clara Carucci
to me known
(or to me
proved) to be the identical person named in and who executed the
above Power
of Attorney, and
acknowledged that such person executed it as such person's
voluntary act and deed.
/s/ John D. Browning
Notary Public
John D. Browning
Notary Public, State of New York
No. 30-4914718
Qualified in Nassau County
Certificate Filed in New York County
Commission Expires November 23, 1995
EXHIBIT 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that, I, Mitchell Carucci, a
general
partner of
Carucci Family Partners ("CFP"), residing at 33 Lighthouse Rd.,
Great Neck,
New York 11024,
hereby appoint Walter Carucci, 17 Battery Place, New York, NY
10004, as my Attorney-in-Fact,
to act in my capacity as partner of CFP and for my benefit and for
the benefit
of CFP and on
behalf of CFP with sole and exclusive authority to do the
following:
-- To purchase or sell any security on behalf of Carucci
Family Partners.
-- To vote any securities now or hereafter held by Carucci
Family Partners.
-- To prepare and sign all documents required by federal and
state
securities laws and by
the Securities and Exchange Commission with respect to the
holdings of Carucci Family
Partners.
I hereby grant to my Attorney-in-Fact full right, power, and
authority to
do every act, deed,
and thing requisite, necessary or advisable to be done concerning
the above
powers, as fully, to all
intents and purposes, as I might or could do if personally present
and acting,
with full power of
substitution and revocation, hereby ratifying and confirming all
that said
Attorney-in-Fact or
substitute shall lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall become effective immediately,
and shall not
be affected by
my disability or lack of mental competence, and shall continue
effective until
my death;
provided, however, that this Power may be revoked by me as to my
Attorney-in-Fact at any time
by written notice to my Attorney-in-Fact.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney as
of March 1, 1994.
/s/ Mitchell Carucci
Mitchell Carucci, as
Partner,
Carucci Family Partners
STATE/COMMONWEALTH OF NEW YORK )
) ss:
COUNTY/PARISH/BOROUGH OF NASSAU )
On this 1st day of March, 1994, before me, the undersigned, a
Notary Public
for the
State/Commonwealth of New York, personally appeared Mitchell
Carucci to me
known (or to
me proved) to be the identical person named in and who executed
the above
Power of Attorney,
and acknowledged that such person executed it as such person's
voluntary act
and deed.
/s/ John D. Browning
Notary Public
John D. Browning
Notary Public, State of New York
No. 30-4914718
Qualified in Nassau County
Certificate Filed in New York County
Commission Expires November 23, 1995
EXHIBIT 4
NOTE AND ACCOUNTS RECEIVABLE PURCHASE AGREEMENT
THIS NOTE AND ACCOUNTS RECEIVABLE PURCHASE AGREEMENT (the
"Agreement") entered into this ___ day of ______________, 1997, by
and between John Sanford (the "Seller") and Walter Carucci (the
"Buyer").
WITNESSETH:
WHEREAS, the Seller is the owner of a promissory note dated April
18, 1995, (the "Note") in the principal amount of $362,500 from
Wilson Brothers, an Illinois Corporation (the "Company"), as maker
to John Sanford, as payee, said Note being one of two substitute
Subrogation Notes issued in exchange for an interest in a $562,500
Subrogation Note, said interest in such note assigned to John
Sanford by Walter Carucci on April 18, 1995; and
WHEREAS, the Seller desires to sell a portion of the Note to
Buyer;
WHEREAS, the Seller is the owner of $1,230,000 of certain accounts
receivable of the Company which were outstanding on September 30,
1993 (the "Accountants Receivable"), which were originally granted
to Warren B. Kanders and Bruce Paparella pursuant to (i) a
Securities Purchase Agreement, dated as of December 28, 1993, by
and among Kanders, Triarc Companies, Inc. ("Triarc") and Paparella
and (ii) that certain Assignment of Note and Accounts Receivable,
dated as of December 28, 1993, by and among Triarc, Kanders and
Paparella; and thereafter assigned to Seller.
NOW, THEREFORE, in consideration of the mutual promises
hereinafter set forth and of other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound
hereby, do hereby agree as follows:
(1) Seller agrees to sell, transfer, and assign to Buyer 51.72%
of Seller's right's, title and interest in and to the Note
($187,500 face amount) and 12.5% of the Accounts Receivable
("Purchased Receivables") (including the right to receive payments
thereunder) and any and all interest in collateral securing such
Note or Purchased Receivables, if any.
(2) In consideration of Seller's sale, transfer, and assignment
of said Note and the Purchased Receivables as provided in
paragraph (1) above, Buyer hereby agrees to pay Seller as follows:
(a) ___________________ dollars ($__________) shall be payable on
the date hereof in readily available funds; and
(b) Fifty-five thousand dollars ($55,000) shall be paid by Buyer
with interest thereon at the rate of 8% per annum said principal
and interest payable upon the schedule attached hereto as Schedule
"A".
(3) This Agreement shall be binding on the parties hereto and
their heirs, executors, administrators, successors and assigns.
(4) This Agreement may be executed in counterparts, each of which
shall be an original and together shall constitute one agreement.
(5) If any provision of this Agreement is held to be invalid or
unenforceable, such invalidity or unenforceability shall not
affect the validity and enforceability of the remaining
provisions.
(6) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
(7) This Agreement may not be amended, modified or supplemented
except by a subsequent written agreement signed by the parties
hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
agreement as of the date first above written.
SELLER:
_____________________
John Sanford
BUYER:
_______________________
Walter Carucci
K1029
K1029
