UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13
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(b)(3) or (4), check the following
box [ ]
<PAGE>
CUSIP No.228093-10-0
1. Name of Reporting Person: JoAnn S. Cousino
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: 00
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
100,626
Beneficially 8. Shared Voting Power
-0-
Owned by Each 9. Sole Dispositive Power
100,626
Reporting Person 10. Shared Dispositive Power
With -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
100,626
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
8.5%
14. Type of Reporting Person: IN
<PAGE>
CUSIP NO. 228093-10-0
This is Amendment No. 1 to the Schedule 13D filed by JoAnn S.
Cousino, 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) As of May 1, 1998, Ms. Cousino owns of record
and beneficially 100,626 shares of Common Stock. Based on the
Issuer's representation that it had 1,544,462 shares of Common
Stock issued and outstanding as of April 17, 1998, Ms. Cousino
may be deemed to be the beneficial owner of 6.5% of the Issuer's
outstanding shares of Common Stock.
(b) Ms. Cousino has sole voting and dispositive power
with respect to all shares beneficially owned by her.
(c) The only transactions in the Common Stock by Mr.
Cousino during the past 60 days were the following sales of
Common Stock in open market transactions:
Date of Sale Amount Sold Sale Price
------------ ----------- ----------
April 22, 1998 13,334 shs. $6.024
April 17, 1998 4,266 shs. $6.413
April 6, 1998 1,800 shs. $6.7388
(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"), Ms. Cousino granted to Julius L. Pallone 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
<PAGE>
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 Ms. Cousino.
ITEM 7. Material to Be Filed as Exhibits
1. Option Agreement, dated as of December 29, 1997,
between JoAnn S. Cousino and Julius L. Pallone.
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/ JoAnn S. Cousino
_________________________
JoAnn S. Cousino
Dated: May 8, 1998
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
1 Option Agreement, dated as of December 29, 1997,
between JoAnn S. Cousino and Julius L. Pallone.
Exhibit 1 OPTION AGREEMENT
THIS OPTION AGREEMENT ("Option Agreement") is
entered into this 29th day of December, 1997, between JULIUS L.
PALLONE ("Grantee"), and JoANN S. COUSINO
("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
<PAGE>
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/ JoANN S. COUSINO
JoAnn S. Cousino
/S/ JULIUS L. PALLONE
Julius L. Pallone
