CUSTOM FOOTERSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
MERRY-GO-ROUND ENTERPRISES, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
590436101
(CUSIP Number)
Alan E. Berkowitz
c/o Alan E. Berkowitz & Associates
802 Mercantile Bank & Trust Bldg.
Baltimore, MD 21201 (301)727-
3777
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 27, 1995
(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 [ ].
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).
(Continued on following pages)
<PAGE>
1. NAME OF REPORTING PERSON: Beth H. Goldsmith
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ ]
(b) [
]
3. SEC USE ONLY
4. SOURCE OF FUNDS N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [
]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF 7.SOLE VOTING POWER
SHARES - 0 -
BENEFICIALLY 8.SHARED VOTING POWER
OWNED BY 4,690,677
EACH 9. SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON 10. SHARED DISPOSITIVE POWER
WITH 4,690,677
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,690,677
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [
]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
14. TYPE OF REPORTING PERSON
IN
2
<PAGE>
1. NAME OF REPORTING PERSON: Alan E. Berkowitz
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ ]
(b) [
]
3. SEC USE ONLY
4. SOURCE OF FUNDS N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [
]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF 7.SOLE VOTING POWER
SHARES - 18 -
BENEFICIALLY 8.SHARED VOTING POWER
OWNED BY 4,621,738
EACH 9. SOLE DISPOSITIVE POWER
REPORTING - 18 -
PERSON 10. SHARED DISPOSITIVE POWER
WITH 4,621,738
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,621,756
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [
]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
14. TYPE OF REPORTING PERSON
IN
3
<PAGE>
1. NAME OF REPORTING PERSON: Neil Ambach
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ ]
(b) [
]
3. SEC USE ONLY
4. SOURCE OF FUNDS N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [
]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF 7.SOLE VOTING POWER
SHARES - 0 -
BENEFICIALLY 8.SHARED VOTING POWER
OWNED BY 4,220,988
EACH 9. SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON 10. SHARED DISPOSITIVE POWER
WITH 4,220,988
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,220,988
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [
]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
14. TYPE OF REPORTING PERSON
IN
4
<PAGE>
Item 1. Security and Issuer.
The class of equity to which this statement refers is
the Common Stock, par value $.01 per share, of Merry-Go-
Round Enterprises, Inc. (the "Issuer"), which has its
principal office at 3300 Fashion Way, Joppa, Maryland 21085.
The Issuer's telephone number is (410)538-1000.
Item 2. Identity and Background.
The filers of this statement are:
(1) Beth H. Goldsmith
c/o Alan E. Berkowitz & Associates
802 Mercantile Bank & Trust Building
Baltimore, Maryland 21201
Employment: widow of former Chairman of the
Issuer's Board of Directors; not employed
(2) Alan E. Berkowitz
c/o Alan E. Berkowitz & Associates
802 Mercantile Bank & Trust Building
Baltimore, Maryland 21201
Employment: Certified Public Accountant, Alan E.
Berkowitz & Associates, 802 Mercantile
Bank & Trust Building, Baltimore, Maryland 21201
(3) Neil Ambach
c/o Alan E. Berkowitz & Associates
802 Mercantile Bank & Trust Building
Baltimore, Maryland 21201
Employment: President, M. Ambach & Co., 175
Penrod Court, Glen Burnie, Maryland 21061
None of the above filers has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) nor has any of them been a party to a civil
proceeding described in Item 2(e) of Schedule 13D. Each of
the above named filers is a citizen of the United States.
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<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
The shares reported in this Schedule 13D are held for
investment purposes. The reporting persons intend, however,
to continue to review their investment in the Issuer on the
basis of various factors, including the Issuer's business,
results of operations, financial condition and future
prospects, conditions in the securities market, general
economic and industry conditions and individual tax and
other portfolio considerations. Based upon such review the
reporting persons will take such action as they each deem
appropriate in light of the circumstances existing from time
to time. In this connection, the reporting persons may,
subject to factors they deem relevant, purchase or otherwise
acquire additional shares from time to time in the open
market or in privately negotiated transactions or otherwise;
or sell or otherwise dispose of, shares beneficially owned,
whether now or in the future, from time to time in the open
market, in privately negotiated transactions to one or more
purchasers, or otherwise.
The reporting persons have not at the present time
formulated any plans or proposals of the type referred to in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Mrs. Goldsmith and Messrs. Berkowitz and Ambach
are the personal representatives of the Estate of Harold N.
Goldsmith. The Estate owns 588 of the Issuer's shares.
Each of these reporting persons may disclaim beneficial
ownership of the shares held by the Estate.
Mrs. Goldsmith and Messrs. Berkowitz and Ambach
are the trustees of each of the following trusts: Beth
Goldsmith Testamentary Trust; Adam Goldsmith Testamentary
Trust; Julie Goldsmith Testamentary Trust; and Josh
Goldsmith Testamentary Trust. The Beth Goldsmith
Testamentary Trust, the Julie Goldsmith Testamentary Trust
and the Josh Goldsmith Testamentary Trust each owns 867,625
shares or 1.6% of the currently outstanding number of the
Issuer's shares and the Adam Goldsmith Testamentary Trust
owns 867,525 shares or 1.6% of the currently outstanding
number of the Issuer's shares. Messrs. Berkowitz and Ambach
may disclaim beneficial ownership of the shares held by all
of the trusts. Mrs. Goldsmith may disclaim beneficial
owners of the shares held by the Adam Goldsmith Testamentary
Trust, Julie Goldsmith Testamentary Trust and Josh Goldsmith
Testamentary Trust.
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<PAGE>
The Goldsmith Family Foundation, Inc. is the
beneficial owner of 393,750 shares or less than 1% of the
currently outstanding number of the Issuer's shares. Mrs.
Goldsmith is a trustee as well as the President, and Mr.
Berkowitz is a trustee as well as a Vice President and
Secretary/Treasurer, of The Goldsmith Family Foundation,
Inc. They may disclaim beneficial ownership of these
shares.
The Goldsmith Foundation, Inc. (a separate entity
from The Goldsmith Family Foundation, Inc.) owns 75,939
shares or less than 1% of the currently outstanding number
of the Issuer's shares. Mrs. Goldsmith is a trustee of The
Goldsmith Foundation, Inc. She may disclaim beneficial
ownership of these shares.
The Goldsmith Life Insurance Trust is the
beneficial owner of 750,000 shares or 1.4% of the currently
outstanding number of the Issuer's shares. Mrs. Goldsmith
and Messrs. Berkowitz and Ambach are trustees of the
Goldsmith Life Insurance Trust. They may disclaim
beneficial ownership of these shares.
Mr. Berkowitz's daughter owns 18 shares of the
Issuer's Common Stock. Mr. Berkowitz has the right to
acquire 6,000 shares of the common stock of the Issuer
within 60 days. He may disclaim beneficial ownership of
these shares.
(b) With respect to the shares held by the Estate of
Harold N. Goldsmith, Mrs. Goldsmith and Messrs. Berkowitz
and Ambach, as the personal representatives of the Estate,
have shared voting and dispositive power. The vote or
written consent of a majority of the personal
representatives (i.e. two out of three) is required for all
actions and decisions of the personal representatives.
With respect to the shares held by the Goldsmith
Family Foundation, Inc., the vote or written consent of a
majority of the trustees is required. Mrs. Goldsmith and
Mr. Berkowitz, as two of the three trustees, have shared
power to vote and dispose of these shares.
With respect to the shares held by the
testamentary trusts and the Goldsmith Life Insurance Trust,
the vote or written consent of a majority of the trustees is
required. Mrs. Goldsmith and Messrs. Berkowitz and Ambach,
as the trustees, have shared power to vote and dispose of
these shares.
Mrs. Goldsmith shares voting and dispositive power
with respect to the shares owned by the Goldsmith
Foundation, Inc.
(c) On September 14, 1995, the testamentary trusts
each disposed of 150 shares of the common stock of the
Issuer on the open market at a price of $ 13/16 per share.
On September 15, 1995 and September 20, 1995, the trusts
each disposed of
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<PAGE>
50,000 and 22,550 shares, respectively, of the common stock
of the Issuer at a price of $0.75 per share. On September
27, 1995, the Beth Goldsmith Testamentary Trust, the Julie
Goldsmith Testamentary Trust and the Josh Goldsmith
Testamentary Trust each disposed of 6,175 shares of the
common stock of the Issuer on the open market at a price of
$ 11/16 per share, and the Adam Goldsmith Testamentary Trust
disposed of 6,275 shares on the open market at a price of $
11/16 per share.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
The information set forth in Item 5 above is herein
incorporated by reference.
Item 7. Material to be Filed as Exhibits.
Incorporating by reference the powers of attorney
whereby Beth H. Goldsmith, Alan E. Berkowitz and Neil
Ambach each appoint Alan E. Berkowitz and Neil Ambach his
or her attorney-in-fact to sign amendments to this Schedule
13D (filed with the Schedule 13D filed March 4, 1991).
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<PAGE>
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.
Dated: October 26, 1995 /s/ Alan E.
Berkowitz______________________
Alan E. Berkowitz,
for himself and as
Attorney-in-Fact for
Beth H. Goldsmith
and Neil Ambach
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