UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)<F1>
NORTH AMERICAN WATCH CORPORATION
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
657209 20 1
(CUSIP Number)
Sonia Grinberg
c/o North American Watch Corporation
125 Chubb Avenue
Lyndhurst, New Jersey 07071
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 28, 1994
(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 /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.
____________________
[FN]
<F1> 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.
<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. 657209 20 1 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sonia Grinberg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
Not Applicable
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER 503,040
OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 34,779
BY?
EACH 9 SOLE DISPOSITIVE POWER
REPORT- 503,040
ING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 34,799
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
537,819
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /x/
1,354,542 shares beneficially owned by Mrs. Sonia Grinberg's husband as
to which shares Mrs. Sonia Grinberg disclaims
beneficial ownership.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.66%
<PAGE>
14 TYPE OF REPORTING PERSON*
IN
*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.
Common Stock, par value $.01 per share
North American Watch Corporation
125 Chubb Avenue
Lyndhurst, New Jersey 07071
Item 2. Identity and Background. The Reporting Person is a natural
person, and the required information is as follows:
(a) The name of the Reporting Person is Mrs. Sonia Grinberg;
(b) The residence of the Reporting Person is 101 Central Park
West, New York, New York 10023;
(c) Not applicable;
(d) During the last five years, the Reporting Person has not
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors);
(e) During the last five years, the Reporting Person was not
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which the Reporting Person was or is 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; and
(e) The Reporting Person is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person utilized no funds in the acquisition of the securities of
the issuer triggering the filing of this Schedule 13D. The securities were
acquired by the Reporting Person as a gift from her husband, Mr. Gedalio
Grinberg. The immediate family of the Reporting Person previously acquired
securities of the issuer in transactions unrelated to the current acquisition
and not made with any view to acquire additional securities of the issuer.
Item 4. Purpose of Transaction. The Reporting Person
acquired the securities as a gift and is retaining them for investment
<PAGE>
purposes. The Reporting Person currently has no plans or proposals, though
she reserves the right to subsequently devise and implement such plans or
proposals, which relate to or would result in: (a) the acquisition by any
person of additional securities of the issuer, or the disposition of
securities of the issuer; (b) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries; (d) any change in the present board of
directors or management of the issuer, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on
the board; (e) any material change in the present capitalization or dividend
policy of the issuer; (f) any other material change in the issuer's business
or corporate structure; (g) changes in the issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person; (h) causing a class of
securities of the issuer 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 issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns five hundred
thirty-seven thousand eight hundred nineteen (537,819) shares of Class A Common
Stock, par value $.01 per share ("Class A Common Stock"), which is convertible
on a one-for-one basis into Common Stock, par value $.01 per share, of the
issuer (representing 13.66% of the issued and outstanding shares of the class
of securities identified in Item 1). Of these shares of Class A Common Stock,
five hundred three thousand forty (503,040) shares are owned individually by
<PAGE>
the Reporting Person, and thirty-four thousand seven hundred seventy-nine
(34,779) shares are owned by the Grinberg Foundation, a non-profit corporation
of which Mrs. Sonia Grinberg, her husband and Mr. Leonard Silverstein are the
directors and officers. The Reporting Person expressly declares that the
filing of this statement shall not be construed as an admission that the
Reporting Person is, for the purposes of Section 13(d), the beneficial owner of
any securities covered by this statement other than those shares individually
owned by the Reporting Person.
(b) The Reporting Person has sole voting and dispositive
power with respect to the five hundred three thousand forty (503,040) shares of
Class A Common Stock individually owned by the Reporting Person and shared
voting and dispositive power with Messrs. Gedalio Grinberg and Leonard
Silverstein with respect to the thirty-four thousand seven hundred seventy-nine
(34,779) shares of Class A Common Stock owned by the Grinberg Foundation.
(c) On June 28, 1994, the Reporting Person acquired four
hundred fifty thousand (450,000) shares of the Class A Common Stock of the
issuer by gift from her husband, Mr. Gedalio Grinberg.
(d) To the knowledge of the Reporting Person, no other
person has the right to receive or the power to direct the receipt of the
dividends from, or the proceeds from the sale of, such securities.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer. The Reporting Person
is not a party to any contract, arrangement, understanding or relationship
(legal or otherwise) with respect to any securities of the issuer, including
but not limited to transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits. None.
<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.
March 15, 1995 /s/ Sonia Grinberg
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Sonia Grinberg
