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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
EDISON BROTHERS STORES, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
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(Title of Class of Securities)
280875105
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(CUSIP Number)
Bernard Edison, 501 North Broadway, St. Louis, Missouri 63102
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 9, 1995
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(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. [X] (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
equity 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 and
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).
(Continued on following pages)
(Page 1 of 5 pages)
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SCHEDULE 13D
CUSIP NO. 280875105 PAGE 2 OF 5 PAGES
===============================================================================
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| Bernard Edison
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
| (b) [X]
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3 | SEC USE ONLY
|
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4 | SOURCE OF FUNDS*
| OO (see Item 3 below)
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
| ITEMS 2(d) or 2(e) [ ]
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION
| Missouri
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NUMBER OF SHARES | 7 | SOLE VOTING POWER 36,227
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BENEFICIALLY | |
| 8 | SHARED VOTING POWER 1,419,917
OWNED BY EACH | |
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REPORTING | 9 | SOLE DISPOSITIVE POWER 36,227
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PERSON WITH | 10 | SHARED DISPOSITIVE POWER 1,419,917
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 1,456,144
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12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| [ ]
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| 6.6 %
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14 | TYPE OF REPORTING PERSON*
| IN
===============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
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SCHEDULE 13D
CUSIP NO. 280875105 PAGE 3 OF 5 PAGES
Item 1. Security and Issuer.
This statement relates to the shares of common stock, par value $1.00
per share (the "Stock"), of Edison Brothers Stores, Inc., a Delaware
corporation (the "Company"). The address of the Company's principal executive
office is 501 North Broadway, St. Louis, Missouri 63102.
Item 2. Identity and Background
This statement is filed on behalf of Bernard Edison (the "Reporting
Person"). The information required by Item 2 with respect to Bernard Edison is
attached hereto as Exhibit 2.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable; no acquisitions of Stock have occurred within the last
sixty (60) days.
Item 4. Purpose of Transaction.
Beneficial ownership of the Stock was obtained by Bernard Edison
either by purchase, by gift or by transfer to him as a member of the Edison
family, by acting as trustee of the trusts listed in Exhibit 5A (the "Trusts"),
or by acting as director of the foundations listed in Exhibit 5B (the
"Foundations"). No shares of Stock have been acquired by Mr. Edison in the
last sixty (60) days.
Bernard Edison is filing this Schedule 13D to complete the record and
to report the transactions which have resulted in more than a 1% change in
ownership in the last sixty (60) days (see Exhibit 5C).
Item 5. Interest in Securities of the Issuer.
(a) Based upon the total of 22,087,490 shares of Stock outstanding on
October 12, 1995:
Bernard Edison beneficially owns 1,456,144 shares of Stock (consisting
of 36,227 shares held personally by Bernard Edison, 4,062 shares held by
Mrs. Edison, 422,867 shares held by the Trusts and 992,988 shares held by the
Foundations), which amount represents 6.6% of the shares of Stock currently
outstanding.
(b) Bernard Edison has the sole power to vote and the sole power to
dispose of 36,227 shares of Stock. Bernard Edison has the shared power to vote
and the shared power to dispose of 1,419,917 shares of Stock.
See Exhibit 5 for voting and dispositive power of the Trusts and
Foundations.
(c) See Exhibit 5C.
(d) None.
(e) Not applicable.
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SCHEDULE 13D
CUSIP NO. 280875105 PAGE 4 OF 5 PAGES
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Bernard Edison and Marilyn Wewers Edison are husband and wife.
Bernard Edison is a trustee of each trust listed in Exhibit 5A and a director
of each foundation listed in Exhibit 5B. In addition, the beneficiaries of the
Trusts include Mr. Edison and certain other family members.
Item 7. Material to Be Filed as Exhibits.
Not applicable.
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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.
October 17, 1995
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(Date)
/S/ BERNARD A. EDISON
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(Signature)
Bernard Edison
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(Name/Title)
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be types or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See, 18 U.S.C. 1001).
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EXHIBIT 2
(a) Bernard Edison
(b) 501 North Broadway, St.Louis, Missouri 63102
(c) None
(d) Mr. Edison has not been convicted in a criminal proceeding during the last
five years.
(e) Mr. Edison has not been a party to such a civil proceeding of a judicial or
administrative body during the last five years.
(f) Mr. Edison is a citizen of the United States of America.
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<TABLE>
EXHIBIT 5A
TO
SCHEDULE 13D
TRUSTS
------
<CAPTION>
Shares with sole Shares with
Number of Shares voting and sole shared voting and
Beneficially dispositive shared
Trust Owned power dispositive power
- --------------------------------------------------- ----------------- ----------------- -----------------
<C> <C> <C> <C>
Irving Edison Family Trust 34,482 0 34,482
Beatrice C. Edison Irrevocable Trust FBO
Bernard Edison's Descendants 31,751 0 31,751
Beatrice C. Edison Trust FBO
Children of Julie C. Edison 16,200 0 16,200
Beatrice C. Edison Trust FBO
Children of Robin J. Edison 16,200 0 16,200
Beatrice C. Edison Trust FBO
Children of Peter A. Edison 16,200 0 16,200
Irving Edison Trust FBO
Children of Robin J. Edison 7,800 0 7,800
Irving Edison Trust FBO
Children of Julie C. Edison 7,800 0 7,800
Irving Edison Trust FBO
Children of Peter A. Edison 7,800 0 7,800
Bernard A. Edison Revocable Trust 250,000 0 250,000
November 12, 1968 Peter Edison Trust FBO
Julie Chanin Edison 4,922 0 4,922
November 12, 1968 Peter Edison Trust FBO
Robin Jean Edison 4,922 0 4,922
1976 Trust A FBO Children of Bernard Edison 8,400 0 8,400
1976 Trust B FBO Children of Bernard Edison 8,000 0 8,000
Irving Edison Trust dated 12/27/67 FBO
David Edison 8,390 0 8,390
----------------- ----------------- -----------------
TOTALS 422,867 0 422,867
================= ================= =================
</TABLE>
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<TABLE>
EXHIBIT 5B
TO
SCHEDULE 13D
FOUNDATIONS
-----------
<CAPTION>
Shares with sole Shares with
Number of Shares voting and sole shared voting and
Beneficially dispositive shared
Foundations Owned power dispositive power
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<C> <C> <C> <C>
Harry Edison Foundation 954,900 0 954,900
Irving Edison Foundation 38,088 0 38,088
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TOTALS 992,988 0 992,988
================= ================= =================
</TABLE>
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<TABLE>
EXHIBIT 5C
TO
SCHEDULE 13D
TRUSTS FROM WHICH BERNARD EDISON HAS RESIGNED AS TRUSTEE
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<CAPTION>
Date of Number
Reporting Person Resignation of Shares
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<C> <C> <C>
Irving Edison Boatmen's Trust FBO Julie Chanin Edison 9/27/95 (30,000)
Irving Edison Boatmen's Trust FBO Peter Alan Edison 9/27/95 (30,000)
Irving Edison Boatmen's Trust FBO Robin Jean Edison 9/27/95 (27,000)
Irving Edison Mercantile Trust FBO Julie Chanin Edison 10/9/95 (15,000)
Irving Edison Mercantile Trust FBO Peter Alan Edison 10/9/95 (15,000)
Irving Edison Mercantile Trust FBO Robin Jean Edison 10/9/95 (15,000)
February 12, 1970 Irving Edison Trust FBO Judith Kameon 10/9/95 (15,000)
February 12, 1970 Irving Edison Trust FBO Paul I. Kameon 10/9/95 (15,000)
February 12, 1970 Irving Edison Trust FBO Kitty Horowitz 10/9/95 (15,000)
July 31, 1972 Beatrice C. Edison Trust FBO Paul Kameon 9/9/95 (28,524)
July 31, 1972 Irving Edison Trust FBO Kitty Horowitz 9/9/95 (7,800)
July 31, 1972 Irving Edison Trust FBO Judith Kameon 9/9/95 (7,800)
July 31, 1972 Irving Edison Trust FBO Paul Kameon 9/9/95 (7,800)
Irving Edison Trust dated March 9, 1955 8/16/95 (148,356)
The Charles B. Edison Marital Trust Clause III 8/28/95 (10,000)
Charles B. Edison Marital Trust Clause Third UW & Testament 8/28/95 (67,000)
July 25, 1972 Beatrice C. Edison Trust FBO Judith Kameon 9/9/95 (16,002)
July 25, 1972 Beatrice C. Edison Trust FBO Kitty Kameon 9/9/95 (15,996)
July 25, 1972 Beatrice C. Edison Trust FBO Paul Kameon 9/9/95 (16,002)
Beatrice C. Edison Trust FBO Kitty Horowitz 9/9/95 (14,262)
Trust dated July 31, 1972 FBO Kitty Horowitz 9/9/95 (9,262)
Beatrice C. Edison Trust FBO Judith Kameon 9/9/95 (14,262)
Trust dated July 31, 1972 FBO Judith Kameon 9/9/95 (9,262)
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<CAPTION>
Date of Number
Reporting Person Resignation of Shares
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<C> <C> <C>
Beatrice C. Edison Irrevocable Trust FBO Ruth Tilsey 9/9/95 (63,502)
Will of Charles B. Edison 8/9/95 (135,074)
Samuel B. Edison Trust dated Feb. 11, 1965 8/9/95 (128,319)
-----------------
TOTAL: (876,223)
=================
</TABLE>
