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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. 3 )*
WILSON BROTHERS, 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)
February 13, 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 the 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 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).
SCHEDULE 13D
CUSIP NO. 972091 10 PAGE 2 of 4
2 Pages
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,338,113 shares of Common Stock consisting of
BENEFICIALLY (i) 1,544,653 shares of Common Stock and (ii)
OWNED BY 793,460 shares of Common Stock issuable pursuant
EACH to convertible notes of the Issuer
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,338,113 shares of Common Stock consisting of
(i) 1,544,653 shares of Common Stock and (ii)
793,460 shares of Common Stock issuable pursuant
to convertible notes of the Issuer
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,338,113 shares of Common Stock consisting of (i) 1,544,653 shares
of Common Stock and (ii) 793,460 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)
56.8% (based on 4,114,499 shares outstanding on a fully diluted
basis)
14 TYPE OF REPORTING PERSON*
IN
*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.
Item 1. Security and Issuer
This Amendment No. 3 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 3. Source and Amount of Funds or Other Consideration
Item 3 is supplemented as follows:
On February 13, 1997, in a private transaction, Choate Rosemary
Hall Foundation, Inc. ("Choate"), sold to Sanford pursuant to a Note
and Accounts Receivable Purchase Agreement ("Agreement") dated February
13, 1997 (i) a convertible promissory note ("Convertible Note") of the
Issuer in the principal sum of $375,000, dated April 15, 1994, and (ii)
certain accounts receivable ("Accounts Receivable") of the Issuer. The
purchase price was payable $90,000 at closing and the balance of
$110,000 in accordance with the following schedule (i) $10,000 payable
on February 13, 1998 and (ii) $25,000 consecutively on each of the
anniversary dates thereafter, together with interest payable quarterly
in arrears at the rate of 8 percent per annum on the unpaid balance.
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 $1,243,750 of convertible notes of the Issuer convertible
at any time into 793,460 shares of Common Stock, and (ii) 1,544,653
shares of Common Stock, constituting approximately 56.8% 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 September 30, 1996, in addition to
793,460 shares of Common Stock issuable upon conversion of the
Convertible Note and certain other notes of the Issuer). Such interest
includes Pledged Stock.
(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 793,460 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: See response to Item 3 which
is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Exhibit 1. Note and Accounts Receivable Purchase Agreement
dated February 13, 1997 between Choate Rosemary Hall
Foundation, Inc. and John Sanford.
Exhibit 2. Purchase Note dated February 13, 1997 made by
John Sanford in favor of Choate Rosemary Hall Foundation,
Inc.
Exhibit 3. Pledge Agreement among Choate Rosemary Hall
Foundation, Inc., John Sanford and Kane Kessler, P.C.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and be
lief, I certify that the information set forth in this statement is
true, complete and correct.
/s/ John Sanford
John Sanford
Dated: April 9, 1997
