UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
OshKosh B'Gosh, Inc.
(Name of Issuer)
Class B Common Stock
(Title of Class of Securities)
688222 30 6
(CUSIP Number)
William F. Wyman, 1373 Waugoo Avenue, Oshkosh, Wisconsin 54901
(414) 231-8800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 31, 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
[ ]. (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).
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SCHEDULE 13D
CUSIP No. 688222 30 6 Page 2 of 6 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
William F. Wyman
###-##-####
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
206,732
8. Shared Voting Power
0
9. Sole Dispositive Power
206,732
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
206,732
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
[X]
13. Percent of Class Represented by Amount in Row (11)
16.3%
14. Type of Reporting Person*
IN
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SCHEDULE 13D/A - AMENDMENT NO. 2
William F. Wyman
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.
The securities are beneficially owned by William F. Wyman.
Mr. Wyman is Vice President of Domestic Licensing of OshKosh
B'Gosh, Inc. (the "Company"). His address is 1373 Waugoo Avenue,
Oshkosh, Wisconsin 54901. Mr. Wyman is a citizen of the United
States.
Mr. Wyman has not been convicted in any criminal proceedings
during the last five years, nor has he 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. Wyman's original Schedule 13D, he
has only received Class B Common Stock through bona fide gifts.
Item 4. Purpose of Transaction.
Since the filing of Mr. Wyman's original Schedule 13D, he
has only acquired Class B Common Stock through bona fide gifts,
which have increased his holdings of the voting stock of the
Company. Mr. Wyman'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. Wyman has 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. Wyman beneficially owns 206,732 shares of Class B Common
Stock, representing 16.3% of the outstanding shares of such
securities on December 31, 1995. Mr. Wyman has sole voting and
investment power as to all 206,732 shares of Class B Common
Stock. The total beneficial shareholdings of Class B Common
Stock listed above excludes shares held by certain trusts of
which Mr. Wyman is an income beneficiary but to which he
disclaims beneficial ownership. Mr. Wyman'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, Mr. Wyman has had the following
transactions in shares of Class B Common Stock:
Type of No. of Price per
Date Transaction Shares Share
12/11/95 Acquisition by Gift 1,250 Not Applicable
12/11/95 Acquisition by Gift 3,750 Not Applicable
as Trustee of three
trusts for benefit
of his children
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 81.8% of the total amount of the Class B Common
Stock issued and outstanding.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
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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.
Date: January 26, 1996
/s/ WILLAIM F. WYMAN
William F. Wyman
