<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Edison Brothers Stores, Inc.
----------------------------
(Name of Issuer)
Common Stock, $1.00 par value per share
---------------------------------------
(Title of Class of Securities)
280875105
-------------------------------------
(CUSIP Number of Class of Securities)
Michael D. Donahue, Esq.
Asher M. Leids, Esq.
Donahue & Mesereau
1900 Avenue of the Stars
Suite 2700
Los Angeles, California 90067
(310) 277-1441
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 19, 1996
-----------------------------
(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 Statement because of Rule
13d-1(b)(3) or (4), check the following / /
Check the following box if a fee is being paid with this Statement: /X/
Page 1 of 8 Pages
<PAGE> 2
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CUSIP No. 280875105
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(1) NAME OF REPORTING PERSON: Georges Marciano
S.S. OR I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON:
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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*
PF
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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
United States of America
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: (7) SOLE VOTING POWER
: 1,810,700
NUMBER OF :--------------------------------------------
SHARES : (8) SHARED VOTING POWER
BENEFICIALLY : -0-
OWNED BY :--------------------------------------------
EACH : (9) SOLE DISPOSITIVE POWER
REPORTING : 1,810,700
PERSON WITH :--------------------------------------------
:(10) SHARED DISPOSITIVE POWER
: -0-
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,810,700
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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
8.2%
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(14) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 8 Pages
<PAGE> 3
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CUSIP No. 280875105
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(1) NAME OF REPORTING PERSON: Georges Marciano Trust
S.S. OR I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON:
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / /
(b) /X/
- -------------------------------------------------------------------------------
(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
California
- -------------------------------------------------------------------------------
: (7) SOLE VOTING POWER
: 1,810,700
NUMBER OF :--------------------------------------------
SHARES : (8) SHARED VOTING POWER
BENEFICIALLY : -0-
OWNED BY :--------------------------------------------
EACH : (9) SOLE DISPOSITIVE POWER
REPORTING : 1,810,700
PERSON WITH :--------------------------------------------
:(10) SHARED DISPOSITIVE POWER
: -0-
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,810,700
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.2%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 8 Pages
<PAGE> 4
This statement on Schedule 13D (the "Schedule 13D"), relates
to the Common Stock, $1.00 par value per share (the "Common Stock" or the
"Shares"), issued by Edison Brothers Stores, Inc., a Delaware corporation (the
"Company"), and is being filed pursuant to Rule 13d-2 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
The information set forth in the Exhibits attached hereto is
hereby expressly incorporated herein by reference and the response to each item
of this Schedule 13D is qualified in its entirety by the provisions of such
exhibits.
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to shares of the common stock,
$1.00 par value per share (the "Shares"), of the Company. The principal
executive offices of the Company are located at 501 N. Broadway, P.O. Box
14020, St. Louis, Missouri 63102.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is being filed by Georges Marciano
and the Georges Marciano Trust (collectively, the "Reporting Persons").
(b) The business address of each of the Reporting Persons
is 9465 Wilshire Boulevard, Suite 700, Beverly Hills, California 90210.
(c) The principal occupation of Georges Marciano is
private investor.
(d) During the past five years, none of the Reporting
Persons and, to the best knowledge of the Reporting Persons, none of the
executive officers, directors, trustees or controlling persons of the Reporting
Persons has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons, and, to the best
knowledge of the Reporting Persons, none of the executive officers, directors,
trustees or control persons of the Reporting Persons has, during the last five
years, been a party to a civil proceeding or 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.
(f) Georges Marciano is a United States citizen. The
Georges Marciano Trust (the "Trust") was established under the laws of the
State of California.
Page 4 of 8 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate amount of funds required by the Trust to purchase the
1,810,700 Shares owned by it was $4,085,225, exclusive of brokerage commissions
and fees of approximately $40,450. All funds used to purchase such Shares were
obtained from trust funds.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons purchased the Shares for purposes of investment.
Subject to applicable legal and contractual requirements, and depending upon
their evaluations of the Company's business and prospects, future developments,
market conditions and other factors, the Reporting Persons, may, from time to
time, purchase additional Shares or sell or cause to be sold, all or a portion
of these Shares for which the Reporting Persons exercise voting or dispositive
power, either in open market or privately negotiated transactions or otherwise.
Mr. Marciano is the Chairman of the Board of Directors and a majority
shareholder of Yes Clothing Co. ("Yes"). Yes has sold merchandise to the
Company in the past and intends to continue to sell merchandise to the Company
in the future.
Subject to the foregoing, the Reporting Persons have no plans or
proposals which relate to Items 4(a) through (j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Georges Marciano is the sole trustee of the Trust and
consequently may be deemed to beneficially own the 1,810,700 Shares held
directly by the Trust, representing approximately 8.2% of the Shares
outstanding.
The Trust is the direct beneficial owner of 1,810,700
Shares representing approximately 8.2% of the Shares outstanding.
The Reporting Persons, in the aggregate, beneficially
own 1,810,700 Shares, representing approximately 8.2% of the Shares
outstanding. The percentage of Shares outstanding reported as beneficially
owned by each person herein on the date hereof is based upon the Company's Form
10-Q for the Quarter Ended October 28, 1995 so that the Reporting Person's
information is that the total Shares issued and outstanding as of October 28,
1995 was 22,087,490 Shares.
(b) Georges Marciano has sole voting and dispositive
power with respect to the 1,810,700 Shares directly owned by the Trust.
Page 5 of 8 Pages
<PAGE> 6
The Trust has sole voting and dispositive power with
respect to the 1,810,700 Shares directly owned by it.
(c) Except as set forth on Exhibit 2, no transactions in
Shares were effected in the past 60 days by the Reporting Persons.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None of the Reporting Persons has any contract, arrangement,
understanding or relationship (legal or otherwise) with any person with respect
to any securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Joint Filing Agreement among the Reporting Persons
pursuant to Rule 13d- 1(f)(1)(iii).
Exhibit 2 Transactions of Reporting Persons within the past
sixty (60) days.
Page 6 of 8 Pages
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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.
Date: January 26, 1996
GEORGES MARCIANO
/s/ Georges Marciano
-----------------------------------
Georges Marciano
Page 7 of 8 Pages
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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.
Date: January 26, 1996
GEORGES MARCIANO TRUST
By: /s/ Georges Marciano
-----------------------------------
Name: Georges Marciano
Title: Georges Marciano,
Trustee
Page 8 of 8 Pages
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EXHIBIT 1
JOINT FILING AGREEMENT
Agreement among Georges Marciano and the Georges Marciano
Trust, whereby, in accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, each of the persons named below agrees to the joint
filing on behalf of each of them of a Statement on Schedule 13D with respect to
the equity securities of Edison Brothers Stores, Inc. and further agrees that
this Joint Filing Agreement be included as an exhibit to such joint filings
provided that, as contemplated by Section 13D-1(f)(2)(ii), no person shall be
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
In evidence thereof the undersigned, being duly authorized,
hereby execute this Agreement in counterpart as of this 26th day of January,
1996.
/s/ Georges Marciano
-----------------------------------
Georges Marciano
THE GEORGES MARCIANO TRUST
/s/ Georges Marciano
-----------------------------------
Name: Georges Marciano
Title: Trustee
<PAGE> 1
EXHIBIT 2
The following table sets forth information with respect to each
transaction in the Shares by the Reporting Persons during the past sixty (60)
days. All transactions were effected in the open market on a national
securities exchange through a broker and reflects the trade date of each such
transaction.
Transactions in Shares by the
Georges Marciano Trust
<TABLE>
<CAPTION>
Number of Shares
Date Purchased/(Sold) Price Per Share*
-------- ---------------- ----------------
<S> <C> <C>
11/27/95 (50,000) $2.000
11/29/95 (50,000) $1.875
12/01/95 (10,000) $1.875
12/14/95 27,000 $2.250
12/14/95 27,000 $2.375
12/15/95 31,000 $2.250
12/26/95 100,000 $2.125
01/19/96 710,700 $1.750
</TABLE>
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* Excludes brokerage commissions and fees of approximately $.01 per Share.
