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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Information to be included in statements filed pursuant to 240-
13d-1(b),(c) and (d) and amendments thereto filed pursuant to
240.13d-2
WEINER'S STORES, INC.
---------------------------------
(Name of Issuer)
Common Stock
---------------------------------
(Title of Class of Securities)
817648-10-8
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(CUSIP Number)
February 14, 1998
---------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed
[ ] Rule 13d-1(b) (Qualified Investor)
[ ] Rule 13d-1(c) (Passive Investor)
[X] Rule 13d-1(d) (Exempt Investor)
*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>
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SCHEDULE 13G
CUSIP No. 817648-10-8
_________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities
only)
Pengo Securities Corp. Pengo, L.L.C.
Pengo Industries, Inc. RDS Group Holdings, Inc.
SDR Group Holdings, Inc. Randall D. Smith
_________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(See instructions)
(b) [ ]
_________________________________________________________________
3. SEC USE ONLY
_________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION New York
_________________________________________________________________
:
: 5. SOLE VOTING POWER 1,135,435
Number of Shares :____________________________________________
:
Beneficially Owned: 6. SHARED VOTING POWER -- 0 --
:____________________________________________
by Each Reporting :
: 7. SOLE DISPOSITIVE POWER 1,135,435
Reporting Person :____________________________________________
:
With : 8. SHARED DISPOSITIVE POWER -- 0 --
____________________:____________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,135,435
_________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* (See Instructions) [ ]
_________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.1%
_________________________________________________________________
12. TYPE OF REPORTING PERSON (See Instructions) CO
_________________________________________________________________<PAGE>
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Item 1(a). Name of Issuer:
Weiner's Stores, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
6005 Westview Drive
Houston, Texas 77055
Item 2(a). Name of Person Filing:
Item 2(b). Address of Principal Business Office or, if None,
Residence:
Item 2(c). Citizenship:
A. Pengo Securities Corp.
(a New York corporation)
885 Third Avenue
New York, New York 10022
B. SDR Group Holdings, Inc.
(a New York corporation)
885 Third Avenue
New York, New York 10022
C. Pengo Industries, Inc.
(a Texas corporation)
c/o SDR Group Holdings, Inc.
885 Third Avenue
New York, New York 10022
D. Pengo, L.L.C.
(a Delaware limited liability company)
885 Third Avenue
New York, New York 10022
E. RDS Group Holdings, Inc.
(a New Jersey corporation)
c/o SDR Group Holdings, Inc.
885 Third Avenue
New York, New York 10022
F. Randall D. Smith
(an individual with U.S. citizenship)
885 Third Avenue
New York, New York 10022
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Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP No.:
817648-10-8
Item 3. If this statement is filed pursuant to 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person
filing is a:
(a) [ ] Broker dealer registered under section 15 of
the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as fined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8
of the Investment Company Act of 1940 (15
U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the
definition of an investment company under
section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with
240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 240.13d-1(c),
check this box. [ ]
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Item 4. Ownership.
Provide the following information regarding the
aggregate number and percent of the class of
securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
1,135,435
(b) Percent of Class:
6.1%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
1,135,435
_________
(ii) Shared power to vote or to direct the vote:
-- 0 --
_________
(iii) Sole power to dispose or to direct the
disposition of:
1,135,435
_________
(iv) Shared power to dispose or to direct the
disposition of:
-- 0 --
_________
Instructions for computations regarding securities which
represent a right to acquire underlying security, see 240.13d-
13(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
N/A
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Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
such securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
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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.
February 9, 1998
________________________________
(Date)
PENGO SECURITIES CORP.
By: DAVID A. PERSING
________________________________
Name: David A. Persing
Title: Senior Vice President
PENGO INDUSTRIES, INC.
By: DAVID A. PERSING
________________________________
Name: David A. Persing
Title: Senior Vice President
SDR GROUP HOLDINGS, INC.
By: DAVID A. PERSING
________________________________
Name: David A. Persing
Title: Senior Vice President
PENGO, L.L.C.
By: DAVID A. PERSING
________________________________
Name: David A. Persing
Title: Senior Vice President
RDS GROUP HOLDINGS, INC.
By: DAVID A. PERSING
________________________________
Name: David A. Persing
Title: Senior Vice President
RANDALL D. SMITH
________________________________
Randall D. Smith
