<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
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)
May 3, 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: [ ]
Page 1 of 10 Pages
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- -------------------------------------------------------------------------------
CUSIP No. 280875105
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON: Georges Marciano
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*
Not Applicable
- -------------------------------------------------------------------------------
(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
: 979,700
NUMBER OF :--------------------------------------------
SHARES : (8) SHARED VOTING POWER
BENEFICIALLY : -0-
OWNED BY :--------------------------------------------
EACH : (9) SOLE DISPOSITIVE POWER
REPORTING : 979,700
PERSON WITH :--------------------------------------------
:(10) SHARED DISPOSITIVE POWER
: -0-
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
979,700
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
[ ]
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.4%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 10 Pages
<PAGE> 3
- -------------------------------------------------------------------------------
CUSIP No. 280875105
- -------------------------------------------------------------------------------
(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*
Not Applicable
- -------------------------------------------------------------------------------
(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
: 979,700
NUMBER OF :--------------------------------------------
SHARES : (8) SHARED VOTING POWER
BENEFICIALLY : -0-
OWNED BY :--------------------------------------------
EACH : (9) SOLE DISPOSITIVE POWER
REPORTING : 979,700
PERSON WITH :--------------------------------------------
:(10) SHARED DISPOSITIVE POWER
: -0-
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
979,700
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
[ ]
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.4%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
OO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 10 Pages
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This Amendment No. 3 (the "Amendment No. 3) amends and
supplements the statement on Schedule 13D (the "Schedule 13D"), dated January
16, 1996, Amendment No. 1 of Schedule 13D dated March 13, 1996 and Amendment
No. 2 of Schedule 13D dated April 15, 1996 relating 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").
Unless otherwise indicated, each capitalized term used but not
otherwise defined in this Amendment No. 3 shall have the meaning assigned to
such term in the Schedule 13D.
The information set forth in the Exhibits attached hereto is
hereby expressly incorporated herein by reference and the response to each item
of this Amendment No. 3 is qualified in its entirety by the provisions of such
exhibits.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is amended and supplemented as follows:
The Reporting Persons hold 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.
Item 5 is amended and supplemented as follows:
(a) The Trust sold 131,000 Shares held by it on May 3,
1996.
Georges Marciano is the sole trustee of the Trust and
consequently may be deemed to beneficially own the 979,700 Shares held directly
by the Trust, representing approximately 4.4% of the Shares outstanding.
Page 4 of 10 Pages
<PAGE> 5
The Trust is the direct beneficial owner of 979,700
Shares representing approximately 4.4% of the Shares outstanding.
The Reporting Persons, in the aggregate, beneficially
own 979,700 Shares, representing approximately 4.4% 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 979,700 Shares directly owned by the Trust.
The Trust has sole voting and dispositive power with
respect to the 979,700 Shares directly owned by it.
(c) Except as set forth on Exhibit 8, no transactions in
Shares were effected since April 15, 1996 by the Reporting Persons.
(d) Not Applicable.
(e) The Reporting Persons ceased to be the beneficial
owner of 5.0% or more of the Shares on May 3, 1996.
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 7 Joint Filing Agreement among the Reporting Persons
pursuant to Rule 13d- 1(f)(1)(iii).
Exhibit 8 Transactions of Reporting Persons since April 15, 1996.
Page 5 of 10 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: May 6, 1996
GEORGES MARCIANO
/s/ Georges Marciano
-----------------------------------
Georges Marciano
Page 6 of 10 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: May 6, 1996
GEORGES MARCIANO TRUST
By: /s/ Georges Marciano
-----------------------------------
Name: Georges Marciano
Title: Georges Marciano,
Trustee
Page 7 of 10 Pages
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Title Page
------ ----- ----
<S> <C> <C>
7 Joint Filing Agreement among the Reporting 9
Persons pursuant to Rule 13d-1(f)(i)(iii).
8 Transactions of Reporting Persons since 10
April 15, 1996.
</TABLE>
Page 8 of 10 Pages
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EXHIBIT 7
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 6th day of May, 1996.
/s/ Georges Marciano
-----------------------------------
Georges Marciano
THE GEORGES MARCIANO TRUST
/s/ Georges Marciano
-----------------------------------
Name: Georges Marciano
Title: Trustee
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EXHIBIT 8
The following table sets forth information with respect to each
transaction in the Shares by the Reporting Persons since April 15, 1996. 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>
05/03/96 (66,200) $2.500
05/03/96 (64,800) $2.375
</TABLE>
__________________________________
* Excludes brokerage commissions and fees of approximately $.01 per Share.
Page 10 of 10 Pages
