UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
MERCANTILE STORES COMPANY, INC.
(Name of Issuer)
Common Stock, $.14 - 2/3 par value
(Title of Class of Securities)
587533 10 0
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the filing 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.)
* 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 the disclosures provided in a prior cover page.
The information required in 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 1 of 4 Pages
<PAGE>
Page 2 of 4
CUSIP NO. 587533 10 0
(1) Name of Reporting Persons S.S. or I.R.S. Identification No. of
Above Person
Minot Mercantile Corporation
(2) Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Citizenship or Place of Organization
Delaware
Number of Shares (5) Sole Voting Power 10,484,875
Beneficially (6) Shared Voting Power None
Owned by Each (7) Sole Dispositive Power 10,484,875
Reporting Person With (8) Shared Dispositive Power None
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
10,484,875
(10) Check box if the Aggregate Amount in Row 9 Excludes Certain Shares*
[ ]
(11) Percent of Class Represented by Amount in Row 9
28.46%
(12) Type of Reporting Person*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 3 of 4 Pages
Item 6 is changed to read in its entirety as follows:
Item 6. Ownership of More than Five Percent on Behalf
of Another Person.
Woodbank Mills, Inc. owned 49.6% of the common stock
of Minot Mercantile Corporation (49.6% of its voting
securities). Woodbank Mills, Inc. owned 27,413 shares (.07%)
of the Common Stock of the Company.
Gerrish H. Milliken may be deemed to be a controlling
person of each of Minot Mercantile Corporation and Woodbank
Mills, Inc., and therefore may be deemed to be the beneficial
owner of, and to share the power to direct the voting and/or
the disposition of, Common Stock of the Company held by such
corporations. In addition, Gerrish H. Milliken, a director of
the Company, and his spouse had direct and remainder interests
in 107,624 shares (.29%) of the Company's Common Stock held in
trusts. Gerrish H. Milliken is also the beneficial owner of an
additional 378,353 shares (1.03%) of the Company's Common
Stock as a trustee of certain trusts.
Roger Milliken may be deemed to be a controlling
person of each of Minot Mercantile Corporation and Woodbank
Mills, Inc., and therefore may be deemed to be the beneficial
owner of, and to share the power to direct the voting and/or
the disposition of, Common Stock of the Company held by such
corporations. In addition, Roger Milliken, a director of the
Company, and his spouse had direct and remainder interests in
121,560 shares (.33%) of the Company's Common Stock held in
trusts. Roger Milliken is also the beneficial owner of an
additional 4,232,025 shares (11.49%) of the Company's Common
Stock as a trustee and an advisor of certain trusts.
<PAGE>
Page 4 of 4 Pages
Minot K. Milliken may be deemed to be a controlling
person of each of Minot Mercantile Corporation and Woodbank
Mills, Inc., and therefore may be deemed to be the beneficial
owner of, and to share the power to direct the voting and/or
the disposition of, Common Stock of the Company held by such
corporations. In addition, Minot K. Milliken, a director of
the Company, had direct interests in 458,036 shares (1.2%) of
the Company's Common Stock held in trusts. Minot K. Milliken
is also the beneficial owner of an additional 406,680 shares
(1.1%) of the Company's Common Stock as a trustee and an
advisor of certain trusts.
Gerrish H. Milliken, Minot K. Milliken and Roger
Milliken, and their respective associates, as that term is
defined by the rules of the Securities and Exchange
Commission, owned beneficially a maximum of 14,908,292 shares
(40.5%) of the Common Stock of the Company. The shares listed
as beneficially owned by each of Gerrish H. Milliken, Minot K.
Milliken and Roger Milliken include shares listed as
beneficially owned by one or both of the other two. Where such
duplication exists, it has been eliminated for purposes of
this paragraph.
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.
February 9, 1996
Date
/S/ MINOT K. MILLIKEN
- ---------------------------
Signature
Minot K. Milliken, Vice President
Name/Title
