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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. 4 )*
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)
John Sanford
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
4
PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Sanford
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(A)
(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
</TABLE>
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NUMBER OF 7 SOLE VOTING POWER
SHARES 8 2,098,878 shares of Common Stock
consisting of
BENEFICIALLY 9 (i) 1,544,653 shares of Common
OWNED BY 10 Stock and (ii) 554,225 shares of Common
Stock
EACH issuable pursuant to convertible
REPORTING notes of the Issuer
PERSON SHARED VOTING POWER
WITH 0
SOLE DISPOSITIVE POWER
2,098,878 shares of Common Stock
consisting of
(i) 1,544,653 shares of Common
Stock and (ii) 554,225 shares of Common
Stock
issuable pursuant to convertible
notes of the Issuer
SHARED DISPOSITIVE POWER
0
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<TABLE>
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,098,878 shares of Common Stock consisting of (i) 1,544,653
shares
of Common Stock and (ii) 554,225 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)
54.2% (based on 3,875,264 shares outstanding on a fully
diluted basis)
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*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
Pages
ITEM 1. SECURITY AND ISSUER
This Amendment No. 4 to the Schedule 13D filed by John
Sanford
("Sanford"), 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. Except as otherwise defined herein, all
capitalized terms
are used herein as
defined in the Schedule 13D dated April 18, 1995, as heretofore
amended, filed
by Sanford, which
is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended as follows:
(a) As of the date hereof, Sanford is the holder of (i) an
aggregate of
$868,750 of convertible
notes of the Issuer convertible at any time into 554,225 shares of
Common
Stock, and (ii) 1,544,653
shares of Common Stock, constituting approximately 54.2% 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 554,225
shares of Common Stock issuable upon conversion of the Convertible
Note and
certain other notes
of the Issuer). Such interest includes Pledged Stock. All of the
foregoing
constitutes approximately
54.2% of the Common Stock of the Issuer based on 3,875,264 shares
of Common
Stock outstanding
based on 3,875,264 on a fully diluted basis.
(b) Sanford has the sole power to vote, to direct the vote,
to dispose
or to direct the
disposition, of his 1,544,653 shares of Common Stock and the
554,225 shares
of Common Stock
issuable to Sanford upon conversion of the Convertible Note and
certain other
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 series of private transactions,
Sanford sold an
aggregate of
$375,000 of convertible notes of the Issuer, convertible at any
time into
239,235 shares of Common
Stock plus 25% of Accounts Receivable of the Issuer at September
30, 1993 to
the following
purchasers as follows:
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Accounts Convertible Shares Note Total Pur-
Purchaser Receivable Note convertible intochase
Price
Carucci Family Partners12.5% $187,500 119,617 $113,227.64
Marshall C. Sanford10% $150,000 95,694
$90,578.11
David Steadman 1.25% $18,750 11,962
$11,322.26
William Sanford 1.25% $18,750 11,962
$11,322.26
</TABLE>
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Item 7 is hereby supplemented by the addition of the
following:
Exhibit 1. Note Purchase Agreement dated August 12, 1997
between John
Sanford and
Carucci Family Partners.
Exhibit 2. Note Purchase Agreement dated August 12, 1997
between John
Sanford and
Marshall C. Sanford, Jr.
Exhibit 3. Note Purchase Agreement dated August 12, 1997
between John
Sanford and
David Steadman.
Exhibit 4. Note Purchase Agreement dated August 12, 1997
between John
Sanford and
William Sanford.
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/ John Sanford
John Sanford
Dated: September 10, 1997
EXHIBIT 1
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
EXHIBIT 2
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 Marshall C. Sanford,
Jr. (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 41.38%
of Seller's right's, title and interest in and to the Note
($150,000 face amount) and 10% of the Accounts Receivable
("Purchased Receivables") (including the right to receive payments
thereunder) and any and all interest in collateral securing such
Note or Purchased Receivables, if any.
(2) In consideration of Seller's sale, transfer, and assignment
of said Note and the Purchased Receivables as provided in
paragraph (1) above, Buyer hereby agrees to pay Seller as follows:
(a) ___________________ dollars ($__________) shall be payable on
the date hereof in readily available funds; and
(b) Forty-four thousand dollars ($44,000) 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:
_______________________
Marshall C. Sanford, Jr.
K1029A
K1029A
EXHIBIT 3
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 David Steadman (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 5.17% of
Seller's right's, title and interest in and to the Note ($18,750
face amount) and 1.25% of the Accounts Receivable ("Purchased
Receivables") (including the right to receive payments thereunder)
and any and all interest in collateral securing such Note or
Purchased Receivables, if any.
(2) In consideration of Seller's sale, transfer, and assignment
of said Note and the Purchased Receivables as provided in
paragraph (1) above, Buyer hereby agrees to pay Seller as follows:
(a) ___________________ dollars ($__________) shall be payable on
the date hereof in readily available funds; and
(b) Five thousand five hundred dollars ($5,500) 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:
_______________________
David Steadman
K1029C
K1029C
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 William Sanford (the
"Buyer").
WITNESSETH:
WHEREAS, the Seller is the owner of a promissory note dated
September 6, 1996, (the "Note") in the principal amount of
$281,250 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
that $562,500 Subrogation Note assigned to John Sanford by the
Estate of Bruce Paparella on September 6, 1996; and
WHEREAS, the Seller desires transfer and assign 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 6.67% of
Seller's right's, title and interest in and to the Note ($18,750
face amount) and 1.25% of the Accounts Receivable ("Purchased
Receivables") (including the right to receive payments thereunder)
and any and all interest in collateral securing such Note or
Purchased Receivables, if any.
(2) In consideration of Seller's sale, transfer, and assignment
of said Note and the Purchased Receivables as provided in
paragraph (1) above, Buyer hereby agrees to pay Seller as follows:
(a) ___________________ dollars ($__________) shall be payable on
the date hereof in readily available funds; and
(b) Five thousand five hundred dollars ($5,500) 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:
_______________________
William Sanford
K1029B
K1029B
