UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
CROWLEY, MILNER AND COMPANY
(Name of Issuer)
Common Stock
(Title of Class of Securities)
228093-10-0
(CUSIP Number)
Richard S. Keys
414 Notre Dame
Grosse Pointe, MI 48230
313-962-2558
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 28, 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: Richard S. Keys
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
7. Sole Voting Power
Number of Sharees 297 shares
Beneficially 8. Shared Voting Power
Owned by Each -0-
Reporting Person 9. Sole Dispositive Power
With 297 shares
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
297 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
0.0%
14. Type of Reporting Person: IN
<PAGE>
CUSIP NO. 228093-10-0
This is Amendment No. 2 to the Schedule 13D filed by Richard S.
Keys, and relates to the common stock (the "Common Stock") of Crowley,
Milner and Company (the "Issuer"). As described below, Mr. Keys is no
longer the beneficial owner of more than 5% of the outstanding shares 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 December 29, 1998, Mr. Keys owns of record and
beneficially 297 shares of Common Stock. Based on the Issuer's
representation regarding the number of Common Stock issued and outstanding
as of October 31, 1998, Mr. Keys is the beneficial owner of less than 0.1%
of the Issuer's outstanding shares of Common Stock.
(b) Mr. Keys has sole voting and dispositive power with respect
to all shares beneficially owned by him.
(c) The only transaction in the Common Stock by Mr. Keys during
the past 60 days was the following sale of Common Stock made in a privately-
negotiated transaction:
Date of Sale Amount Sold Sale Price
------------ ----------- ----------
December 28, 1998 100,800 shs. $1.08*
----------
*Based on the closing market price of common stock of Value
City Department Stores, Inc. ("VCD") on the New York Stock
Exchange on December 28, 1998, which was $12-7/8 per share.
Mr. Keys exchanged his shares of the Issuer on the basis of
one (1) share of VCD common stock for each twelve (12)
shares of the Issuer's Common Stock.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None. On December 15, 1998, Dennis P. Callahan surrendered to Mr.
Keys the option previously granted pursuant to a certain Option Agreement
dated December 29, 1997.
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/ RICHARD S. KEYS
- --------------------------------
Richard S. Keys
Dated: December 30, 1998
