<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)(1)
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. [ ] (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.)
(Continued on the following pages)
(Page 1 of 5 pages)
(1) 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).
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CUSIP No. 280875105 Page 2 of 5 Pages
SCHEDULE 13D
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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*
00 (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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7 SOLE VOTING POWER 67,978
NUMBER OF SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 1,281,532
OWNED BY EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 67,978
PERSON WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 1,281,532
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,349,510
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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)
6.1%
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14 TYPE OF REPORTING PERSON*
IN
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*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
<PAGE>
CUSIP No. 280875105 Page 3 of 5 Pages
SCHEDULE 13D
Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D (the "Amendment") 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 Amendment is filed on behalf of Bernard Edison (the "Reporting
Person"). The information required by Item 2 with respect to the Reporting
Person 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 the Reporting Person
either (i) by purchase, by gift or by transfer to him as a member of the Edison
family, (ii) by acting as trustee of the trusts listed in Exhibit 5A (the
"Trusts"), or (iii) by acting as director of the foundations listed in Exhibit
5B (the "Foundations"). No shares of Stock have been acquired by the Reporting
Person in the last sixty (60) days.
The Reporting Person filed a Schedule 13D (the "Prior Schedule") on October
17, 1995 (the "Prior Filing Date") to complete the record and to report the
transactions which had resulted in more than a 1% change in ownership in the
last sixty (60) days preceding the Prior Filing Date (see Exhibit 5C).
The Reporting Person is filing this Amendment to correct certain erroneous
information which was inadvertently included in the Prior Schedule. Upon a
recent review of his records, the Reporting Person has determined that the Prior
Schedule incorrectly included Stock owned by certain trusts over which the
Reporting Person actually could not exercise sole or shared voting or
dispositive power, and which Stock therefore was not required to be included in
the Prior Schedule. Accordingly, this Amendment is being filed to correct the
record, effective as of the Prior Filing Date.
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 (as contained in the most recent filing by the Issuer with the
Commission available as of the Prior Filing Date):
As the Prior Filing Date, the Reporting Person beneficially owned 1,349,510
shares of Stock (consisting of 36,227 shares held personally by the Reporting
Person, 4,062 shares held by the spouse of the Reporting Person, 316,233 shares
held by the Trusts and 992,988 shares held by the Foundations), which amount
represents 6.1% of the shares of Stock outstanding as of the Prior Filing Date.
<PAGE>
CUSIP No. 280875105 Page 4 of 5 Pages
SCHEDULE 13D
(b) As of the Prior Filing Date, the Reporting Person had the sole
power to vote and the sole power to dispose of 67,978 shares of Stock
(consisting of 36,227 shares held personally by the Reporting Person and 31,751
shares temporarily under the Reporting Person's sole control as of the Prior
Filing Date as a result of a temporary vacancy in the position of the Reporting
Person's co-trustee for the Beatrice C. Edison Irrevocable Trust FBO Bernard
Edison). As of the Prior Filing Date, the Reporting Person had the shared power
to vote and the shared power to dispose of 1,281,532 shares of Stock.
See Exhibits 5A and 5B, respectively, for voting and dispositive power of
the Trusts and Foundations and the applicable information required by Item 2
with respect to each person with whom the power to vote or to direct the vote or
to dispose or direct the disposition was shared as of the Prior Filing Date.
(c) See Exhibit 5C.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Person and Marilyn Wewers Edison are husband and wife. The
Reporting Person 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 the Reporting Person and certain other of his family members.
Item 7. Material to Be Filed as Exhibits.
Not applicable.
<PAGE>
CUSIP No. 280875105 Page 5 of 5 Pages
SCHEDULE 13D
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.
July 31, 1997
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(Date)
/s/ Bernard Edison
----------------------------------------
(Signature)
Bernard Edison
----------------------------------------
(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 typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See, 18 U.S.C. 1001).
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.
<TABLE>
Exhibit 5A
to
Schedule 13D
(page 1 of 2)
<CAPTION>
Trusts
------
Shares with sole Shares with shared
Number of Shares voting and sole voting and shared
Beneficially dispositive dispositive
Trust Owned power power
- ---------------------------------------- ---------------- ---------------- ------------------
<S> <C> <C> <C>
Irving Edison Family Trust 34,482 0 34,482
Beatrice C. Edison Irrevocable Trust FBO 0 31,751* 31,751*
Bernard Edison's Descendants *
Bernard A. Edison Revocable Trust 250,000 0 250,000
---------- ---------- ----------
TOTALS 284,482 31,751 316,233
========== ========== ==========
</TABLE>
* Represents shares over which the Reporting Person temporarily had sole voting
and sole dispositive power due to a temporary vacancy caused by the resignation
of a co-trustee in August, 1995. Such vacancy has since been filled, but as of
the Prior Filing Date, such shares were solely under the control of the
Reporting Person.
The power to vote or to direct the vote or to dispose or direct the disposition
of the Stock held by the Trusts is shared between the Reporting Person and
certain co-trustees; the applicable information required by Item 2 for each such
co-trustee as of the Prior Filing Date is as follows:
1. Irving Edison Family Trust
A. Boatmen's Trust Company
(a) Boatmen's Trust Company
(b) 510 Locust Street, St. Louis, Missouri 63101
(c) Boatmen's Trust Company is a Missouri trust company.
(d) Boatmen's Trust Company has not been convicted in a criminal
proceeding during the last five years.
(e) Boatmen's Trust Company has not been a party to such a civil
proceeding of a judicial or administrative body during the
last five years.
B. Ruth Tilsley
(a) Ruth Tilsley
(b) 905 Berkeley St., Santa Monica, California 90403
(c) None
(d) Ms. Tilsley has not been convicted in a criminal proceeding
during the last five years.
(e) Ms. Tilsley has not been a party to such a civil proceeding
of a judicial or administrative body during the last five
years.
(f) Ms. Tilsley is a citizen of the United States of America.
<PAGE>
Exhibit 5A
to
Schedule 13D
(page 2 of 2)
C. Peter A. Edison
(a) Peter A. Edison
(b) 501 N. Broadway, St. Louis, Missouri 63102
(c) Senior Executive Vice President and Director of Corporate
Development of the Issuer
(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.
2. Bernard A. Edison Revocable Trust
A. Peter Edison (see above)
<TABLE>
Exhibit 5B
to
Schedule 13D
(page 1 0f 2)
<CAPTION>
Foundations
-----------
Shares with sole Shares with shared
Number of Shares voting and sole voting and shared
Beneficially dispositive dispositive
Foundations Owned power power
- ------------------------- ---------------- ---------------- ------------------
<S> <C> <C> <C>
Harry Edison Foundation 954,900 0 954,900
Irving Edison Foundation 38,088 0 38,088
---------- ---------- ----------
TOTALS 992,988 0 992,988
========== ========== ==========
</TABLE>
The power to vote or to direct the vote or to dispose or direct the disposition
of the Stock held by the Foundations is shared between the Reporting Person and
certain co-directors; the applicable information required by Item 2 for each
such co-director as of the Prior Filing Date is as follows:
1. Harry Edison Foundation
A. Eric P. Newman
(a) Eric P. Newman
(b) 6450 Cecil Avenue, St. Louis, Missouri 63105
(c) Attorney-at-law
(d) Mr. Newman has not been convicted in a criminal proceeding
during the last five years.
(e) Mr. Newman has not been a party to such a civil proceeding
of a judicial or administrative body during the last five
years.
(f) Mr. Newman is a citizen of the United States of America.
B. Henry Kohn
(a) Henry Kohn
(b) c/o Frankenthaler, Kohn, Schneider & Katz, 26 Broadway,
Suite 700, New York, New York 10004
(c) Attorney-at-law
(d) Mr. Kohn has not been convicted in a criminal proceeding
during the last five years.
(e) Mr. Kohn has not been a party to such a civil proceeding of
a judicial or administrative body during the last five
years.
(f) Mr. Kohn is a citizen of the United States of America.
2. Irving Edison Foundation:
A. Marilyn Wewers Edison
(a) Marilyn Wewers Edison
(b) 501 N. Broadway, St. Louis, Missouri 63102
(c) None
<PAGE>
Exhibit 5B
to
Schedule 13D
(page 2 of 2)
(d) Mrs. Edison has not been convicted in a criminal proceeding
during the last five years.
(e) Mrs. Edison has not been a party to such a civil proceeding
of a judicial or administrative body during the last five
years.
(f) Mrs. Edison is a citizen of the United States of America.
B. Peter A. Edison (see Exhibit 5A, above)
Exhibit 5C
to
Schedule 13D
(page 1 of 2)
Trusts from which Bernard Edison has Resigned as Trustee
Date of Number
Reporting Person Resignation of Shares
---------------- ----------- ---------
Irving Edison Boatmen's Trust FBO Julie 9/27/95 (30,000)
Chanin Edison
Irving Edison Boatmen's Trust 9/27/95 (30,000)
FBO Peter Alan Edison
Irving Edison Boatmen's Trust 9/27/95 (27,000)
FBO Robin Jean Edison
Irving Edison Mercantile Trust FBO Julie 10/9/95 (15,000)
Chanin Edison
Irving Edison Mercantile Trust 10/9/95 (15,000)
FBO Peter Alan Edison
Irving Edison Mercantile Trust 10/9/95 (15,000)
FBO Robin Jean Edison
February 12, 1970 Irving Edison Trust FBO 10/9/95 (15,000)
Judith Kameon
February 12, 1970 Irving Edison Trust FBO 10/9/95 (15,000)
Paul I. Kameon
February 12, 1970 Irving Edison Trust FBO 10/9/95 (15,000)
Kitty Horowitz
July 31, 1972 Beatrice C. Edison Trust 9/9/95 (28,524)
FBO Paul Kameon
July 31, 1972 Irving Edison Trust FBO 9/9/95 (7,800)
Kitty Horowitz
July 31, 1972 Irving Edison Trust FBO 9/9/95 (7,800)
Judith Kameon
July 31, 1972 Irving Edison Trust FBO 9/9/95 (7,800)
Paul Kameon
Irving Edison Trust dated 8/16/95 (148,356)
March 9, 1955
The Charles B. Edison Marital 8/28/95 (10,000)
Trust Clause III
Charles B. Edison Marital Trust 8/28/95 (67,000)
Clause Third UW & Testament
July 25, 1972 Beatrice C. Edison Trust 9/9/95 (16,002)
FBO Judith Kameon
July 25, 1972 Beatrice C. Edison Trust 9/9/95 (15,996)
FBO Kitty Kameon
<PAGE>
Exhibit 5C
to
Schedule 13D
(page 2 of 2)
Date of Number
Reporting Person Resignation of Shares
---------------- ----------- ---------
July 25, 1972 Beatrice C. Edison Trust 9/9/95 (16,002)
FBO Paul Kameon
Beatrice C. Edison Trust 9/9/95 (14,262)
FBO Kitty Horowitz
Trust dated July 31, 1972 9/9/95 (9,262)
FBO Kitty Horowitz
Beatrice C. Edison Trust 9/9/95 (14,262)
FBO Judith Kameon
Trust dated July 31, 1972 9/9/95 (9,262)
FBO Judith Kameon
Beatrice C. Edison Irrevocable Trust FBO 9/9/95 (63,502)
Ruth Tilsey
Will of Charles B. Edison 8/9/95 (135,074)
Samuel B. Edison Trust 8/9/95 (128,319)
dated Feb. 11, 1965 ---------
TOTAL: (876,223)
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