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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. 1)
CROWLEY, MILNER AND COMPANY
(Name of Issuer)
Common Stock
(Title of Class of Securities)
228093-10-0
(CUSIP Number)
Paul R. Rentenbach
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243
(313) 568-6973
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 30, 1998
(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(e), 13d-1(f) or 13d-1(g), check
the following box [ ]
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CUSIP No.228093-10-0
1. Name of Reporting Person: Dennis P. Callahan
S.S. or I.R.S. Identification No. of Above Individual (optional):
N/A
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: United States
Number of Shares 7. Sole Voting Power
52,387
Beneficially 8. Shared Voting Power
44,432
Owned by Each 9. Sole Dispositive Power
52,387
Reporting Person 10. Shared Dispositive Power
With 44,432
11. Aggregate Amount Beneficially Owned by Each Reporting Person
283,486
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
16.4%
14. Type of Reporting Person: IN
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CUSIP NO. 228093-10-0
This is Amendment No. 1 to the Schedule 13D filed by Dennis P.
Callahan, and relates to the common stock (the "Common Stock") of Crowley,
Milner and Company (the "Issuer"). The following items in the Schedule 13D
are hereby amended to read in their entirety as follows:
ITEM 5. Interest in Securities of the Issuer
(a) Mr. Callahan beneficially owns 283,486 shares of Common
Stock, which includes: 86,667 shares as to which Mr. Callahan has the right
to acquire pursuant to presently exercisable stock options granted to him
under the Issuer's 1992 Incentive Stock Plan, 100,000 shares as to which Mr.
Callahan has the right to acquire pursuant to a stock options granted to him
by Richard S. Keys as described under Item 6, 52,387 shares as to which Mr.
Callahan has sole power to vote and direct the disposition thereof, 37,300
shares held by Mr. Callahan's spouse directly and 7,132 shares held by Mr.
Callahan's spouse as custodian for their children and grandchildren, as to
which Mr. Callahan shares the power to direct the vote and disposition
thereof. Based on the Issuer's representation that it had 1,544,462 shares
of Common Stock issued and outstanding as of April 17, 1998, Mr. Callahan
may be deemed to be the beneficial owner of 16.4% of the Issuer's
outstanding shares of Common Stock.
(b) See the response to (a) above.
(c) There have been no transactions in the Common Stock by Mr.
Callahan during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Pursuant to an option agreement dated December 29, 1997 (the
Agreement), Richard S. Keys granted to Mr. Callahan an option to purchase
100,000 shares of Common Stock of the Issuer (the "Optioned Stock"). The
Agreement provides that the option is exercisable at any time after June 30,
1998, and prior to 6:00 p.m., June 30, 1999, but only on one occasion and
only with respect to all of the Optioned Stock. However, the option is
exercisable prior to June 30, 1998, on one occasion and only with respect
to all of the Optioned Stock, if a "Change in Control Event," as defined
therein, occurs prior to June 30, 1998. The purchase price of the Optioned
Stock shall be the Fair Value of the stock based upon the average closing
price of a share of Common Stock of the Company during the twenty (20)
trading days prior to the exercise date during which the Company's Common
Stock has actually traded on the American Stock Exchange, Nasdaq or any
other stock exchange, but shall not be less than $7.50 per share nor more
than $12.00 per share. The option is not assignable without the prior
consent of Richard S. Keys.
ITEM 7. Material to Be Filed as Exhibits
1. Option Agreement, dated as of December 29, 1997, between
Richard S. Keys and Dennis P. Callahan.
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/ Dennis P. Callahan
_______________________________
Dennis P. Callahan
Dated: May 8, 1998
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EXHIBIT INDEX
Exhibit No. Description
1 Option Agreement, dated as of December 29, 1997, between
Richard S. Keys and Dennis P. Callahan.
Exhibit 1 OPTION AGREEMENT
THIS OPTION AGREEMENT ("Option Agreement") is entered into this 29th
day of December, 1997, between DENNIS P. CALLAHAN ("Grantee"), and RICHARD
S. KEYS ("Shareholder").
Shareholder has sold to Grantee certain shares of the Common Stock
of Crowley, Milner and Company, a Michigan corporation ("Company"). After
the sale and purchase of such shares, Shareholder owns in excess of 100,000
shares of Common Stock of the Company. Shareholder wishes to grant to
Grantee an irrevocable option to purchase 100,000 of Shareholder's remaining
shares of Common Stock of the Company.
In consideration of the premises, and the sum of $10 paid by Grantee
to Shareholder (receipt and adequacy of which is acknowledged by
Shareholder), and the mutual promises, covenants and undertakings
hereinafter set forth, the parties agree as follows:
1. Option. Shareholder hereby grants to Grantee an irrevocable option
("Option") to purchase 100,000 shares of Common Stock of the Company owned
by Shareholder (the "Optioned Stock") on the terms hereinafter set forth.
2. Purchase Price. The purchase price for the Optioned Stock, in the
event of exercise of the Option by Grantee, shall be the Fair Value (as
hereinafter defined) of each share of Optioned Stock, provided that the
purchase price shall not be less than $7.50 per share nor more than $12.00
per share. For purposes of this agreement, Fair Value is defined as the
average closing price of a share of Common Stock of the Company during the
twenty (20) trading days prior to the date of exercise of the option during
which the Company's Common Stock has actually traded on the American Stock
Exchange, if listed on the American Stock Exchange (or actually traded on
any other stock exchange or on the Nasdaq Stock Market if listed on an
exchange other than the American Stock Exchange or listed on the Nasdaq
Stock Market).
3. Term. The term of this Option Agreement (i.e., the period during
which the Option must be exercised, if at all) shall be for a period ending
at 6:00 p.m. on June 30, 1999. If the Option is not exercised during the
term of this Option Agreement, the Option Agreement shall be deemed
terminated and the Option shall thereupon be deemed to have expired.
4. Exercise of Option. The Option may be exercised by Grantee at any
time after June 30, 1998 and prior to 6:00 p.m. on June 30, 1999, but only
on one occasion and only with respect to all of the Optioned Stock. In
addition, if there shall occur a "Change in Control Event" prior to June 30,
1998, the Option may be exercised by Grantee at any time after such an
event, but only on one occasion and only with respect to all of the
Optioned Stock. The exercise of all or any part of the Option shall be by
written notice by Grantee to Shareholder exercising the Option as to the
Optioned Stock. As used herein, a "Change of Control Event" shall mean
either of the following events:
(a) the Board of Directors of the Company shall have
approved a merger or consolidation of the Company, a sale of all or
substantially all of the Company's assets or a tender offer by
another Person (as defined by Section 13(d)(3)(e) of the Securities
Exchange Act of 1934, as amended) for more than 50% of the Company's
outstanding common stock; or
(b) a Person, other than the Grantee or a Person who is
a shareholder of the Company on the date hereof owning more than 10%
of the Company's outstanding common stock, or an Affiliate of either
the Grantee or such Person, acquires beneficial ownership (as such
term is defined in Rule 13d-3 as promulgated under the 1934 Act) of
twenty percent (20%) or more of the then outstanding common stock of
the Company or securities representing, or the right or option to
acquire beneficial ownership of, or to vote securities representing,
ten percent (10%) or more of the then outstanding common stock, and
after the occurrence of such acquisition the Board of Directors of
the Company (A) recommends such acquisition to its shareholders for
acceptance or (B) fails to undertake such acts as Grantee reasonably
requests to oppose such acquisition.
5. Closing. Delivery of the certificates and stock powers representing
shares of the Optioned Stock in the form required hereunder by Grantee shall
take place at the offices of Grantee within sixty (60) days (as determined
by Grantee) after delivery of Grantee of such written notice of exercise of
the Option. The date upon which the delivery of the certificates for the
Optioned Stock and payment therefor shall take place shall be referred to
herein as the closing date and such transaction shall be referred to as
Closing. At the Closing on a closing date, Grantee shall deliver to
Shareholder payment of the purchase price for the Optioned Stock to be
assigned and transferred to Grantee by cashier's check or other immediately
available funds.
6. Representations and Warranties. Shareholder represents and warrants
the following to Grantee, which representations and warranties are true on
the date of this Option Agreement and shall continue to remain true and
correct as of a closing date (and shall survive the Closing):
(a) Shareholder is the sole beneficial owner of the Optioned
Stock and has good and marketable title to the Optioned Stock, free
and clear of any pledges, security interests, liens, claims or any
other encumbrances and has the sole right and authority to enter
into this Option Agreement and to sell and transfer the Optioned
Stock to Grantee.
(b) At any Closing, Grantee shall receive good and marketable
title to all of the Optioned Stock covered by the exercise of the
Option, free and clear of any pledges, security interests, liens,
claims or any other encumbrances.
7. Legend. Shareholder shall cause the following legend to appear on
the stock certificates representing the Optioned Stock:
"100,000 of the shares of stock represented by this
certificate are subject to an irrevocable option granted by
the Shareholder, _____________________, to [Name of
Grantee], under an Option Agreement dated December 29, 1997
(the "Option Agreement"). The shares of stock represented
by this certificate may not be sold, transferred, disposed
of, hypothecated, pledged or otherwise encumbered in any
manner whatsoever except pursuant to the Option Agreement.
A copy of the Option Agreement is available for examination
at the principal business office of the Company."
If the Optioned Stock is not evidenced by a certificate in paper form, the
Grantee may provide written notice to the foregoing effect to the person in
whose name the Optioned Stock is registered and to the Company's transfer
agent.
8. Assignment. Grantee may not assign this Option Agreement or his
rights and obligations hereunder to any other party without obtaining the
prior written consent of Shareholder. In the event that Grantee shall
assign this Option Agreement and its rights and obligations hereunder to
such party with the Shareholder's consent, then such party shall succeed to
this Option Agreement and all of the rights and obligations of Grantee
hereunder and shall be deemed the party to this Option Agreement in the
place and stead of Grantee, and Grantee shall thereupon be relieved of any
and all personal liability or obligations under this Option Agreement.
9. Binding Effect. This Option Agreement shall be binding upon the
parties and their respective heirs, personal representatives, guardians,
conservators, other legal representatives, successors and assigns.
10. Entire Agreement. This Option Agreement supersedes all prior
understandings or agreements between the parties relating to this subject
matter. There are no other understandings or agreements between the parties
concerning this subject matter. This Option Agreement may not be modified
unless by a writing signed by both parties. No party may rely upon any oral
statements or representations heretofore made pertaining to the subject
matter of this Option Agreement.
11. Non-waiver. No delay or failure to exercise any rights under this
Option Agreement by any party shall constitute a waiver of such right or any
other right.
12. Governing Law. This Option Agreement shall be construed in
accordance with the laws of the State of Michigan.
13. Counterparts. This Option Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
The parties have signed this Option Agreement effective as of the
date first above written.
/S/ RICHARD S. KEYS
Richard S. Keys
/S/ DENNIS P. CALLAHAN
Dennis P. Callahan
