ANTHONY C R CO
SC 13D/A, 1996-07-24
DEPARTMENT STORES
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<PAGE>
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                              (Amendment No. 2)*



                             C. R. Anthony Company
- --------------------------------------------------------------------------------
                               (Name of Issuer)


                         Common Stock, $.01 par value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    036776
        ---------------------------------------------------------------
                                (CUSIP Number)

                    Cargill Financial Services Corporation
                             6000 Clearwater Drive
                             Minnetonka, MN 55343
                                 612-984-3404

- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
                                Communications)

                                    6-28-96
        ---------------------------------------------------------------
            (Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13C 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
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 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>
 
                                 SCHEDULE 13D
- -----------------------                                  ---------------------
  CUSIP NO.                                                PAGE 2 OF 4 PAGES
- -----------------------                                  ---------------------
 
- ------------------------------------------------------------------------------
      NAME OF REPORTING PERSON
 1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                          
      CARGILL FINANCIAL SERVICES CORPORATION   FEIN: 41-1492786
- ------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 2                                                              (a) [_]
                                                                (b) [_]
- ------------------------------------------------------------------------------
      SEC USE ONLY
 3
 
- ------------------------------------------------------------------------------
      SOURCE OF FUNDS
 4    
           00 (See Item 3)
- ------------------------------------------------------------------------------
      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
      TO ITEMS 2(d) or 2(a) [_]
 5    
- ------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 6    
      Delaware
- ------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     7     
     NUMBER OF            
                          1,095,272
      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      8    
                          
     OWNED BY             NONE
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     9     
    REPORTING             
                          1,095,272
      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          10   
                          NONE
- ------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11    
      
      1,095,272
- ------------------------------------------------------------------------------
      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12                  
      [_]
- ------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13    
      12.1217%       
- ------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON*
14
      CO
- ------------------------------------------------------------------------------
                     *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>

Item 1. Security and Issuer.
- ----------------------------

     This Statement relates to the Common Stock $.01 par value (the "CRAC
Stock"), of C.R. Anthony Company, an Oklahoma corporation ("CRAC"), the
principal executive offices of which are located at 701 N. Broadway, P. O. Box
25725, Oklahoma City, Oklahoma 73125-0725. This Statement incorporates by
reference the Schedule 13D filed March 27, 1996 by CFSC, and all Amendments
thereto.

Item 2. Identity and Background.
- --------------------------------

     (a)  The person filing this Statement is Cargill Financial Services
          Corporation, a Delaware corporation ("CFSC"), the address of which is
          6000 Clearwater Drive, Minnetonka, Minnesota 55343. The principal
          business of CFSC is financial trading and investment activities.
     (b)  Not applicable.
     (c)  Not applicable.
     (d)  CFSC has not, during the last five years, been convicted in a 
          criminal proceeding (excluding traffic violations or similar
          misdemeanors).
     (e)  CFSC has not, during the last five years, been a party to a civil
          proceeding of a judicial or administrative body of competent
          jurisdiction which resulted in a judgment, decree or final order
          against it 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)  Not applicable.

Item 3. Source and Amount of Funds or Other Consideration.
- ----------------------------------------------------------

     The transaction giving rise to the filing of this Schedule 13D was the sale
by CFSC in open market transactions of CRAC Common Stock on the following dates 
and amounts:

June 28, 1996 sold 44,500 shares
July  1, 1996 sold 25,000 shares
July  2, 1996 sold 11,000 shares
July  3, 1996 sold 25,000 shares
July  9, 1996 sold 32,000 shares

     On July 15, 1996 CRAC filed Post-Effective Amendment. No. 1 to Form S-1
which reflected an increase in the issued and outstanding shares of CRAC from
9,005,245 to 9,035,645. 

Item 4. Purpose of Transaction.
- -------------------------------

     CFSC does not have any present plans or proposals which relate to or would
result in any of the events enumerated under Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.
- ---------------------------------------------

     CFSC is the beneficial holder of 1,095,272 shares of the CRAC Stock. Except
as disclosed herein, no transactions were effected by CFSC in the CRAC Stock 
during the past 60 days.

                               Page 3 of 4 Pages
<PAGE>
 
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to
- ------------------------------------------------------------------------------
Securities of the Issuer.
- -------------------------

None

Item 7. Material to be Filed as Exhibits.
- -----------------------------------------

None

                                  SIGNATURES

     After reasonable inquiry and to the best of my knowledge and belief, I 
certify that the information set forth in this statement is true and complete.

Date: July 22, 1996     CARGILL FINANCIAL SERVICES CORPORATION

                                         /s/ Patrick J. Halloran
                                      ------------------------------------------
                                      Name:  Patrick J. Halloran
                                            ------------------------------------
                                      Title: Vice President
                                            ------------------------------------



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