THIS DOCUMENT IS AN ELECTRONIC CONFIRMATION COPY OF THE
AMENDMENT NO. 1 TO SCHEDULE 13D FILED ON FEBRUARY 11, 1994
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
OshKosh B'Gosh, Inc.
(Name of Issuer)
Class B Common Stock
(Title of Class of Securities)
688222 30 6
(CUSIP Number)
Michael D. and Margaret H. Wachtel, 1030 Washington Ave.,
Oshkosh, WI 54901 (414) 426-1119
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 31, 1993
(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
[ ]. (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. 688222 30 6 Page 2 of 7 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Michael D. Wachtel
###-##-####
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [X]
3. SEC Use Only
4. Source of Funds*
Not Applicable
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power
0
8. Shared Voting Power
118,078
9. Sole Dispositive Power
0
10. Shared Dispositive Power
118,078
11. Aggregate Amount Beneficially Owned by Each Reporting Person
118,078
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
[X]
13. Percent of Class Represented by Amount in Row (11)
9.0%
14. Type of Reporting Person*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 688222 30 6 Page 3 of 7 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Margaret H. Wachtel
###-##-####
2. Check the Appropriate Box if a Member of a Group*
(a) [ ] (b) [X]
3. SEC Use Only
4. Source of Funds*
Not Applicable
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owner by Each Reporting Person
With:
7. Sole Voting Power
0
8. Shared Voting Power
118,078
9. Sole Dispositive Power
0
10. Shared Dispositive Power
118,078
11. Aggregate Amount Beneficially Owned by Each Reporting Person
118,078
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
[X]
13. Percent of Class Represented by Amount in Row (11)
9.0%
14. Type of Reporting Person*
IN
<PAGE>
SCHEDULE 13D - AMENDMENT NO. 1
Michael D. and Margaret H. Wachtel
OshKosh B'Gosh, Inc.
Item 1. Security and Issuer.
Issuer: OshKosh B'Gosh, Inc.
112 Otter Avenue
Oshkosh, Wisconsin 54901
Security: Class B Common Stock, par value $.01 per share
Item 2. Identity and Background.
This Statement is filed jointly by Michael D. and
Margaret H. Wachtel. Mr. Wachtel is Executive Vice President and
Chief Operating Officer of OshKosh B'Gosh, Inc. (the "Company").
Mrs. Wachtel is a housewife. Their address is 1030 Washington
Ave., Oshkosh, Wisconsin 54901. Mr. and Mrs. Wachtel are
citizens of the United States.
Neither Mr. or Mrs. Wachtel have been convicted in any
criminal proceedings during the last five years, nor have they
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in
the enjoining of future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws, or finding any violation with respect to such laws during
the last five years.
Item 3. Source and Amount of Funds or Other Consideration.
Since the filing of Mr. and Mrs. Wachtel's original Schedule
13D, they have only acquired Class B Common Stock through bona
fide gifts.
Item 4. Purpose of Transaction.
Since the filing of Mr. and Mrs. Wachtel's original Schedule
13D, they have only acquired Class B Common Stock through bona
fide gifts, which have increased their holdings of the voting
stock of the Company. Mr. and Mrs. Wachtel's percentage increase
in Class B Common Stock is primarily the result of an amendment
to the Company's Restated Certificate of Incorporation, adopted
by shareholders at the 1993 Annual Meeting, which made shares of
Class B Common Stock convertible into shares of Company Class A
Common Stock on a share-for-share basis. As a result of adoption
of this amendment and subsequent shareholder conversions, the
number of shares of Class B Common Stock outstanding has been
substantially reduced and caused those persons who have elected
not to convert to have a greater degree of control over the
Company as measured by percentage ownership of Class B Common
Stock.
Mr. and Mrs. Wachtel have no other present plans or
proposals which relate to or would result in: the acquisition or
disposition of additional securities of the Company; any
extraordinary transaction involving the Company; any material
sale or transfer of the Company's assets; any change in the
present board of directors or management of the Company; any
material change in the Company's present capitalization, dividend
policy, business or corporate structure; any change in the
Company's articles of incorporation or bylaws; the cessation of
quotation of a class of the Company's equity securities on
NASDAQ; or the termination of registration of a class of the
Company's equity securities under the Securities Exchange Act of
1934.
Item 5. Interest in Securities of the Issuer.
Mr. and Mrs. Wachtel beneficially own 118,078 shares of
Class B Common Stock, representing 9.0% of the outstanding shares
of such securities on December 31, 1993. Mr. and Mrs. Wachtel
share voting and investment power with each other as to 110,611
shares of Class B Common Stock and share voting and investment
power with their minor children as to 7,467 shares of such stock.
The total beneficial shareholdings of Class B Common Stock listed
above excludes shares held by certain trusts of which Mr. and
Mrs. Wachtel or their children are income beneficiaries but to
which they disclaim beneficial ownership. Mr. and Mrs. Wachtel's
percentage ownership of Class B Common Stock will be subject to
continued fluctuation based upon other shareholders' conversions
of Class B Common Stock for Class A Common Stock.
During the past 60 days, Mrs. Wachtel has had the following
transaction in shares of Class B Common Stock:
Type of No. of Price per
Date Transaction Shares Share
12/7/93 Acquisition by Gift 1,000 Not Applicable
Mr. Wachtel has had no such transactions.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
All of the Class B Common Stock held directly or indirectly
by any descendant or the spouse of a descendant of Earl W. Wyman,
deceased (including, among others, Charles F. Hyde, Joyce W.
Hyde, the Earl W. Wyman Trusts, Thomas R. Wyman, William F.
Wyman, Douglas W. Hyde, Michael D. Wachtel, Margaret H. Wachtel
and Thomas R. Hyde) is subject to a cross purchase agreement
pursuant to which the shares generally may not be transferred
except to such a descendant or spouse of a descendant unless they
have been offered first to the other persons subject to the cross
purchase agreement. A total of approximately 1,035,655 shares of
the Class B Common Stock is currently subject to the agreement,
representing approximately 79.4% of the total amount of the Class
B Common Stock issued and outstanding.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement of Joint Filing. . . . .Filed Herewith
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of his or her
knowledge and belief, each of the undersigned certify that the
information set forth in this statement is true, complete and
correct.
Date: February 7, 1994.
/s/ Michael D. Wachtel
Michael D. Wachtel
/s/ Margaret H. Wachtel
Margaret H. Wachtel
<PAGE>
EXHIBIT A
AGREEMENT OF JOINT FILING
Pursuant to Regulation s. 240.13d-1(f) adopted under the
Securities Exchange Act of 1934, the undersigned persons hereby
agree to file with the Securities and Exchange Commission the
joint Amendment No. 1 to Schedule 13D to which this Agreement is
attached as an exhibit, and that such joint Amendment No. 1 to
Schedule 13D, as so filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of February 7, 1994.
/s/ Michael D. Wachtel
Michael D. Wachtel
/s/ Margaret H. Wachtel
Margaret H. Wachtel
