GREEN DANIEL CO
SC 13D, 1998-01-23
FOOTWEAR, (NO RUBBER)
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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. ____)*

                              DANIEL GREEN COMPANY
                                (Name of Issuer)

                          COMMON STOCK, $2.50 PAR VALUE
                         (Title of Class of Securities)

                                    392775102
                                 (CUSIP Number)

                              Warren J. Reardon III
                              Daniel Green Company
                                 One Main Street
                         Dolgeville, New York 13329-1398
                                 (315) 429-3131
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                December 1, 1997
             (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).


<PAGE>


                                  SCHEDULE 13D



CUSIP No. 392775102                                            Page 2 of 4 Pages
- -------------------                                            -----------------




1          NAME OF REPORTING PERSON
           S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

           Warren J. Reardon III
2          CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                         (b) |X|

3          SEC USE ONLY


4          SOURCE OF FUNDS*

           PF, BK
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 of America
                            7          SOLE VOTING POWER
         NUMBER OF
          SHARES                       15,000
       BENEFICIALLY         8                SHARED VOTING POWER      
         OWNED BY                                                     
           EACH                              0                        
         REPORTING          9                SOLE DISPOSITIVE POWER   
          PERSON                                                      
           WITH                              15,000                   
                            10               SHARED DISPOSITIVE POWER 
                                                                      
                                             0                        
11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           15,000
12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 
           SHARES*                                                           |_|

13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

           0.8%
14         TYPE OF REPORTING PERSON*

           IN
- ---------- ---------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>


                                  SCHEDULE 13D



CUSIP No. 392775102                                            Page 3 of 4 Pages
- -------------------                                            -----------------



Item 1.  Security and Issuer

         This Schedule  relates to shares of the Common  Stock,  par value $2.50
per share ("Common Stock") of Daniel Green Company (the "Issuer").  The Issuer's
principal executive office is located at One Main Street,  Dolgeville,  New York
13329.

Item 2.  Identity and Background

         This  Statement is submitted by Warren J. Reardon III,  whose  business
address is Daniel Green Company, One Main Street, Dolgeville, New York 13329. He
is the President and Chief Operating Officer of the Issuer.

         Mr.  Reardon has not,  during the last five years,  been convicted in a
criminal  proceeding and has not, during the last five years,  been a party to a
civil proceeding of a judicial or administrative body of competent  jurisdiction
as a result of which he is or was subject to a  judgment,  decree or final order
enjoining future violations of, or prohibiting or mandating  activities  subject
to,  federal or state  securities  laws or finding any violation with respect to
such laws.

Item 3.  Source and Amount of Funds or Other Consideration

         This  statement  relates to the  December  31, 1997  transfer of 81,071
shares of Daniel Green Company from Mr. Reardon to his wife, and the transfer of
1,000 shares to each of his three  daughters.  This transfer  reduced the entire
interest of Mr. Reardon in the outstanding  Common Stock of the Company to 3,000
shares of Common Stock and 12,000 options issued  pursuant to the Issuer's Stock
Incentive Plan.

Item 4.  Purpose of Transaction

         The transfer of the Shares from Mr.  Reardon to his wife and  daughters
was a gift motivated by estate planning considerations

Item 5.  Interest in Securities of the Issuer

         Reference  is made to Items 7 through  13 of the Cover  Page and Item 3
above.

Item 6.  Contracts, Arrangements, Understandings or Relationships
             with Respect to Securities of the Issuer

         None


<PAGE>


                                  SCHEDULE 13D



CUSIP No. 392775102                                            Page 4 of 4 Pages
- -------------------                                            -----------------



Item 7.  Material to Be Filed as Exhibits

         None

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/ Warren J. Reardon III
                                            Warren J. Reardon III


Date: 1/9/98



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