NORDSTROM INC
SC 13G/A, 2000-02-14
FAMILY CLOTHING STORES
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                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                         SCHEDULE 13G

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


                           Nordstrom, Inc.
- --------------------------------------------------------------------------------
                           (Name of Issuer)

                    COMMON STOCK, $.001 par value
- --------------------------------------------------------------------------------
                    (Title of Class of Securities)

                              655664100
- --------------------------------------------------------------------------------
                           (CUSIP Number)

                         As of December 31, 1999
- --------------------------------------------------------------------------------
          (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

/ /  Rule 13d-1(b)
/ /  Rule 13d-1(c)
/X/  Rule 13d-1(d)

     *  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 5 Pages

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CUSIP No.    655664100
         -----------------------
- --------------------------------------------------------------------------------
1)   Names of Reporting Persons
     I.R.S. Identification Nos. of Above Persons (Entities Only)
     Anne E. Gittinger

- --------------------------------------------------------------------------------
2)   Check the Appropriate Box if a Member of a Group (See Instructions)
     (a)  / /
     (b)  / /
- --------------------------------------------------------------------------------
3)   SEC Use Only

- --------------------------------------------------------------------------------
4)   Citizenship or Place of Organization    U.S.A.

- --------------------------------------------------------------------------------
 Number of Shares              5) Sole Voting Power              7,714,634
 Beneficially
 Owned by                    --------------------------------------------------
 Each Reporting                6) Shared Voting Power            0
 Person With:
                             --------------------------------------------------
                               7) Sole Dispositive Power         7,714,634

                             --------------------------------------------------
                               8) Shared Dispositive Power       0

- --------------------------------------------------------------------------------
9)   Aggregate Amount Beneficially Owned by Each Reporting Person     7,714,634

- --------------------------------------------------------------------------------
10)  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
     (See Instructions) / /
- --------------------------------------------------------------------------------
11)  Percent of Class Represented by Amount in Row 9        5.83%

- --------------------------------------------------------------------------------
12)  Type of Reporting Person (See Instructions)            IN
- --------------------------------------------------------------------------------

ITEM 1.

    (a)   Name of Issuer
          Nordstrom, Inc.
          ---------------------------------------------------------------------
    (b)   Address of Issuer's Principal Executive Offices
          1617 Sixth Avenue, Suite 500, Seattle, WA   98101
          ---------------------------------------------------------------------


Item 2.

    (a)   Name of Person Filing
          Anne E. Gittinger
          ---------------------------------------------------------------------

                              Page 2 of 5 Pages

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    (b)   Address of Principal Business Office or, if none, Residence
          1617 Sixth Avenue, Suite 500, Seattle, WA   98101
          ---------------------------------------------------------------------
    (c)   Citizenship
          U.S.A.
          ---------------------------------------------------------------------
    (d)   Title of Class of Securities
          Common Stock
          ---------------------------------------------------------------------
    (e)   CUSIP Number
          655664100
          ---------------------------------------------------------------------


Item 3.   If this statement is filed pursuant to Section 240.13d-1(b) or
          Section 240.13d-2(b) or (c), check whether the person filing is a:

    (a) / / Broker or dealer registered under section 15 of the Act

    (b) / / Bank as defined in section 3(a)(6) of the Act;

    (c) / / Insurance company as defined in section 3(a)(19) of the Act;

    (d) / / Investment Company registered under section 8 of the Investment
            Company Act of 1940;

    (e) / / An Investment Adviser in accordance with Section
            240.13d-1(b)(1)(ii)(E);

    (f) / / An Employee Benefit Plan or Endowment Fund in accordance with
            Section 240.13d-1(b)(1)(ii)(F);

    (g) / / A Parent Holding Company or control person in accordance with
            Section 240.13d-1(b)(1)(ii)(G);

    (h) / / A Savings Association as defined in Section 3(b) of the Federal
            Deposit Insurance Act (12 U.S.C. 1813);

    (i) / / A Church Plan that is excluded from the definition of an investment
            company under Section 3(c)(14) of the Investment Company Act of
            1940;

    (j) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

ITEM 4.   OWNERSHIP.

          Provide the following information regarding the aggregate number
          and percentage of the class of securities of the issuer identified
          in Item 1.

    (a) Amount beneficially owned:
        7,714,634
    ---------------------------------------------------------------------------

    (b) Percent of class:
        5.83%
    ---------------------------------------------------------------------------

    (c) Number of shares as to which the person has:

          (i) Sole power to vote or to direct the vote
              7,714,634
              -----------------------------------------------------------------
         (ii) Shared power to vote or to direct the vote
              0
              -----------------------------------------------------------------
        (iii) Sole power to dispose or to direct the disposition of
              7,714,634
              -----------------------------------------------------------------
         (iv) Shared power to dispose or to direct the disposition of
              0
              -----------------------------------------------------------------

     INSTRUCTIONS.  For computations regarding securities which represent a
right to acquire an underlying security SEE Section 240.13d-3(d)(1).

                              Page 3 of 5 Pages

<PAGE>

ITEM 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

     If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following / /.

ITEM 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

     If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response to
this item and, if such interest relates to more than five percent of the
class, such person should be identified.  A listing of the shareholders of an
investment company registered under the Investment Company Act of 1940 or the
beneficiaries of an employee benefit plan, pension fund or endowment fund is
not required.

     Not Applicable

ITEM 7.   IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
          THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

     If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary.  If a
parent holding company has filed this schedule pursuant to Rule 13d-1(c),
attach an exhibit stating the identification of the relevant subsidiary.

     Not Applicable

ITEM 8.   IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

     If a group has filed this schedule pursuant to Section
240.13d-1(b)(ii)(J), so indicate under Item 3(h) and attach an exhibit
stating the identity and Item 3 classification of each member of the group.
If a group has filed this schedule pursuant to Section 240.13d-1(d), attach
an exhibit stating the identity of each member of the group.

     Not Applicable

ITEM 9.   NOTICE OF DISSOLUTION OF GROUP.

     Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity.  See Item 5.

     Not Applicable

ITEM 10.  CERTIFICATION.

     (a)  The following certification shall be included if the statement is
filed pursuant to Section 240.13d-1(b):

                              Page 4 of 5 Pages

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               By signing below I certify that, to the best of my knowledge
               and belief, the securities referred to above were acquired and
               are held in the ordinary course of business and were not
               acquired and are not held for the purpose of or with the effect
               of changing or influencing the control of the issuer of the
               securities and were not acquired and are not held in connection
               with or as a participant in any transaction having that purpose
               or effect.

                                Not Applicable

     (b)  The following certification shall be included if the statement is
filed pursuant to Section 240.13d-1(c):

               By signing below I certify that, to the best of my knowledge
               and belief, the securities referred to above were not acquired
               and are not held for the purpose or with the effect of
               changing or influencing the control of the issuer of the
               securities and were not acquired and are not held in connection
               with or as a participant in any transaction having that purpose
               or effect.

                                Not Applicable

                                   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 14, 2000
                                       ----------------------------------------
                                                         Date

                                            /s/  Anne E. Gittinger
                                       ----------------------------------------
                                                      Signature

                                                  Anne E. Gittinger
                                       ----------------------------------------
                                                      Name/Title


                              Page 5 of 5 Pages



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