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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 19341
WILLIAMS-SONOMA, INC.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
969904101
(CUSIP Number)
With a copy to:
James A. McMahan Joan L. Lesser, Esq.
2237 Colby Avenue Irell & Manella LLP
Los Angeles, CA 90064 1800 Avenue of the Stars, Suite 900
Tel: (310) 473-8411 Los Angeles, CA 90067
Fax: (310) 312-1765 Tel: (310) 277-1010
Fax: (310) 203-7199
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
NOVEMBER 21, 1997
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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 |_|.
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.
(Continued on following pages)
(Page 1 of Pages)
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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 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).
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SCHEDULE 13D
CUSIP No. 969904101 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
JAMES A. McMAHAN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
NOT APPLICABLE (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
NOT APPLICABLE
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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
UNITED STATES
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7 SOLE VOTING POWER: 3,108,025 SHARES (INCLUDING VESTED
OPTIONS TO PURCHASE 21,750 SHARES)
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER:
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 3,108,025 SHARES (INCLUDING
REPORTING VESTED OPTIONS TO PURCHASE 21,750 SHARES)
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,108,025 SHARES (INCLUDING VESTED OPTIONS TO PURCHASE 21,750 SHARES)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
NOT APPLICABLE
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 3 of 6 Pages
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ITEM 1. SECURITY AND ISSUER.
Common stock, $.01 par value per share ("Common Stock"),
of Williams-Sonoma, Inc. ("the Company").
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Williams-Sonoma, Inc.
3250 Van Ness Avenue
San Francisco, CA 94109
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: James A. McMahan
(b) Address of Principal Business Office:
2237 COLBY AVENUE
LOS ANGELES, CA 90064
(c) Present principal occupation or employment and
the name, principal business and address of any
corporation or other organization in which such
employment is conducted:
PRIVATE INVESTOR
(d) During the last five years, Mr. McMahan has not
been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).
(e) Mr. McMahan has not, during the last five years,
been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction
resulting in Mr. McMahan being subject to a
judgment, decree or final order 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) Citizenship:
UNITED STATES.
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Page 4 of 6 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Item 6 of this Schedule 13D
is hereby incorporated by reference herein.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth in Item 6 of this Schedule 13D
is hereby incorporated by reference herein.
In addition, depending on price, availability, Mr.
McMahan's evaluation of the Company and other factors,
Mr. McMahan may make purchases of shares of Common Stock
in open market or privately negotiated transactions or
may alternatively seek to sell his shares of Common Stock
in open market or privately negotiated transactions. Mr.
McMahan reserves the right to increase or decrease his
holdings on such terms and at such times as it may
decide.
Except as set forth above or in Item 6 of this Schedule
13D, Mr. McMahan has no plans or proposals which relate
to or would result in:
(a) The acquisition by any person of additional
securities of the Company or the disposition of
securities of the Company;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving
the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets
of the Company or any of its subsidiaries;
(d) Any change in the present boards of directors or
managements of the Company, including any plans or
proposals to change the number of term of directors
or to fill any existing vacancies on the boards;
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Page 5 of 6 Pages
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(e) Any material change in the present capitalization
or dividend policy of the Company;
(f) Any other material change in the Company's business
or corporate structure;
(g) Changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions
which may impede the acquisition of control of the
Company by any person;
(h) Causing a class of securities of the Company to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an
inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the Company
becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated
above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in Item 6 of this Schedule 13D
is hereby incorporated by reference herein.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
On November 21, 1997, Mr. McMahan, a director of the
Company and a holder of at least 10% of the outstanding
shares of Common Stock throughout the Company's history
as a publicly-traded entity, donated 304,650 shares of
Common Stock to the James A. McMahan and Jacqueline
McMahan Charitable Remainder Unitrust. As of January 9,
1998, Mr. McMahan is the beneficial owner of 3,108,025
shares of Common Stock (including vested options to
purchase 21,750 shares).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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Page 6 of 6 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.
January 30, 1998
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(Date)
/s/ James A. McMahan
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James A. McMahan
