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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. 5
)*
WILSON BROTHERS USA,
Inc.
(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)62
9-7706
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
January 25, 1999
(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 2,248,879 shares of Common Stock
consisting of
BENEFICIALLY (i) 1,694,653 shares of Common Stock
and (ii)
OWNED BY 554,226 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
2,248,879 shares of Common Stock
consisting of (i) 1,694,653 shares
of Common Stock and (ii) 554,226
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
2,248,879 shares of Common Stock consisting of (i)
1,694,653 shares of Common Stock and (ii) 554,226 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)
52.57% (based on 4,277,976 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. 5 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
USA, Inc. 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 January 25, 1999, in a private
transaction, Nicholas Sokolow sold to John Sanford
150,000 shares of Wilson Brothers USA, Inc. stock for
$3,300.
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 554,226 shares of Common Stock, and (ii)
1,694,653 shares of Common Stock, constituting
approximately 52.57% 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, 1997, in addition to 956,937 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 1,694,653
shares of Common Stock and the 554,226 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.
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:
February 19,
1999
