UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Gantos, Inc.
(Name of Issuer)
Common Shares, par value $.01 per share
(Title of Class of Securities)
36473U 10 5
(CUSIP Number)
L. Douglas Gantos, 3260 Patterson S.E., Grand Rapids, Michigan 49512
(616) 949-7000
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 26, 1996
(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. 36473U 10 5 Page 2 of 8 Pages
___________________________________________________________________________
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
L. Douglas Gantos ###-##-####
___________________________________________________________________________
(2) Check the Appropriate Box If a Member of a Group*
(a) [ ]
(b) [ X ]
___________________________________________________________________________
(3) SEC Use Only
___________________________________________________________________________
(4) Source of Funds*
N/A
___________________________________________________________________________
(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 of America
___________________________________________________________________________
(7) Sole Voting Power: 110,000
Number of _______________________________________________________
Shares
Beneficially (8) Shared Voting Power: 0
Owned by _______________________________________________________
Each
Reporting (9) Sole Dispositive Power: 110,000
Person _______________________________________________________
with
(10) Shared Dispositive Power: 0
___________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
110,000
___________________________________________________________________________
(12) Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
___________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11) 1.4%
___________________________________________________________________________
(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.
-2-
<PAGE>
CUSIP NO. 36473U 10 5 Page 3 of 8
Item 1. Security and Issuer.
The title of the class of equity securities to which this statement
relates is Common Shares, par value $.01 per share ("Common Stock"), of
Gantos, Inc., a Michigan corporation ("Gantos"). The address of Gantos'
principal executive offices is 3260 Patterson, S.E., Grand Rapids, Michigan
49512.
Item 2. Identity and Background.
This statement is being filed by L. Douglas Gantos, individually and
as successor trustee of the L. Douglas Gantos Trust under a Trust Agreement
dated July 16, 1976, between L. Douglas Gantos, as settlor, and Richard L.
Gantos, as trustee, as amended (the "Trust"). L. Douglas Gantos', the Trust's
and Gantos' principal business and office address is 3260 Patterson, S.E.,
Grand Rapids, Michigan 49512.
L. Douglas Gantos' present principal occupation or employment is Chief
Executive Officer, Chairperson of the Board and a Director of Gantos, a
women's specialty retailer of apparel and accessories. The Trust is a
revocable grantor trust which formerly held Common Stock.
Neither L. Douglas Gantos nor the Trust has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors). Neither L. Douglas Gantos nor the Trust has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgement, 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.
L. Douglas Gantos is a citizen of the United States of
America. The Trust is governed by Michigan law.
Item 3. Source and Amount of Funds or Other Consideration.
This Schedule 13D is being filed to report the sale by the Trust of
290,800 shares of Common Stock in June 1996 pursuant to Rule 144 under the
Securities Act of 1933, as amended (the "Act").
<PAGE>
CUSIP NO. 36473U 10 5 Page 4 of 8
Item 4. Purpose of Transaction.
The Trust sold 290,800 shares of Common Stock primarily to realize the
value of the Common Stock held by the Trust. The $1,570,938 gross proceeds
from the sale of 290,800 shares of Common Stock by the Trust were and are
being used primarily for personal purposes.
L. Douglas Gantos has no current plans or proposals to acquire
additional Common Stock except that, from time to time, he may acquire
additional Gantos Common Stock, including, without limitation, through the
receipt, exercise or vesting of options or restricted stock granted or awarded
to him under the Amended and Restated Gantos, Inc. Stock Option Plan or under
the Gantos, Inc. 1996 Stock Option Plan and through purchases of Common Stock
pursuant to the Gantos, Inc. Employee Stock Purchase Plan. L. Douglas Gantos
may dispose of some or all of the Gantos Common Stock which he beneficially
owns, periodically, by public or private sale (registered or unregistered and
with or without the simultaneous sale of newly-issued Common Stock by the
Company), gift, pledge or otherwise, including, without limitation, sales of
Common Stock by L. Douglas Gantos pursuant to Rule 144 under the Act or
otherwise. Mr. Gantos reserves the right not to dispose of all or part of such
Common Stock if he determines such disposal would not be in his best interest
at that time.
L. Douglas Gantos has no current plans or proposals for (i) any
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving Gantos or any of its subsidiaries, (ii) any sale or
transfer of a material amount of assets of Gantos or any of its subsidiaries,
(iii) any change in the present board of directors or management of Gantos,
including any plans or proposals to change the number or term of directors or
to fill any existing vacancies on the Board (except that the Company might add
additional management and outside directors in the future if appropriate
candidates are identified and consent to serve), (iv) any material change in
Gantos' present capitalization or dividend policy, except as described above,
(v) any other material change in Gantos' business or corporate structure, (vi)
any changes in Gantos Articles of Incorporation or Bylaws or other actions
which are intended to impede the acquisition of control of Gantos by any
person, (vii) causing Common Stock to cease to be authorized to be quoted in
The Nasdaq National Market, (viii) causing any of Gantos' equity securities to
become eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended, or (ix) any action similar
to those listed above.
<PAGE>
CUSIP NO. 36473U 10 5 Page 5 of 8
Item 5. Interest in Securities of the Issuer.
The number of shares and percentage of Common Stock beneficially owned
by L. Douglas Gantos and the Trust are as follows:
<TABLE>
<CAPTION>
Number Percent
------ -------
<S> <C> <C>
L. Douglas Gantos 110,000 (2) 1.4% (1)
<FN>
(1) Based on the 7,579,288 shares of Common Stock reported as outstanding as
of June 7, 1996 in the Gantos Quarterly Report on Form 10-Q for the quarter
ended May 4, 1996.
(2) The shares shown above as beneficially owned by L. Douglas Gantos consist
of (i) shares of restricted Common Stock awarded to L. Douglas Gantos under
the Amended and Restated Gantos, Inc. Stock Option Plan, and (ii) 60,000
shares that L. Douglas Gantos has the right to acquire within 60 days of June
24, 1996 pursuant to an option granted to him under the Amended and Restated
Gantos, Inc. Stock Option Plan. Such shares of restricted Common Stock vest in
one-third cumulative annual increments beginning March 31, 1996, and they vest
immediately upon termination of Mr. Gantos' employment and consultation with
Gantos unless such termination is by Gantos for cause or by Mr. Gantos without
good reason. In addition, Mr. Gantos has been granted the following options to
purchase Common Stock under such plan:
</TABLE>
<TABLE>
<CAPTION>
Percent Vested
at
Date of Number of Exercise June 24, Number Vesting
Grant Shares Price 1996 Vested Schedule
- ------- --------- -------- --------------- ------ -------
<S> <C> <C> <C> <C> <C>
3/31/95 180,000 $4.16 33.3% 60,000 33.3% a year
starting 3/31/96*
3/19/96 50,000 $3.375 0 0 33.3% a year
starting 3/19/97*
<FN>
* Such options also vest immediately upon the termination of Mr. Gantos'
employment and consultation with Gantos pursuant to a letter agreement, dated
March 27, 1995, as amended on March 19, 1996.
</TABLE>
The vesting of these options will increase L. Douglas Gantos'
beneficial ownership of Common Stock. If the above options were fully vested,
L. Douglas Gantos would beneficially own 280,000 shares of Common Stock, or
3.6% of the outstanding shares.
<PAGE>
CUSIP NO. 36473U 10 5 Page 6 of 8
L. Douglas Gantos has sole voting and investment power over the Common
Stock listed above as owned by L. Douglas Gantos, except that the restricted
Common Stock may not be sold, assigned, transferred, pledged, hypothecated or
otherwise encumbered during the restricted period applicable to such shares.
The following transactions in Gantos Common Stock have been
effected since the June 6, 1996 date of Amendment No. 7 to this
Schedule 13D by the Trust and L. Douglas Gantos.
<TABLE>
<CAPTION>
Identity of
Person
Effecting Number Purchase Price Per
Transaction Date of Shares or Sale Share
- ----------- ---- --------- -------- ---------
<S> <C> <C> <C> <C>
Trust 6/24/96 10,000 Sale $5.9375
Trust 6/25/96 12,000 Sale $5.6875
Trust 6/25/96 8,000 Sale $5.8750
Trust 6/25/96 5,000 Sale $5.9375
Trust 6/26/96 31,000 Sale $5.5000
Trust 6/26/96 5,000 Sale $5.6875
Trust 6/27/96 219,800 Sale $5.3125
<FN>
- ---------
(1) These transactions were sales by the Trust pursuant to Rule 144 under
The Act in broker's transactions or to market makers.
</TABLE>
Only L. Douglas Gantos 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, the Common Stock set forth in the first table above in this Item 5.
L. Douglas Gantos ceased to be the beneficial owner of less
than 5 percent of Common Stock on June 25, 1996.
Item 6. Contracts, Arrangement, Understandings or Relationships
With Respect to Securities of the Issuer.
The Trust is a revocable grantor trust providing the trustee
with voting and investment power over the securities held in the
Trust. L. Douglas Gantos is the trustee of the Trust.
<PAGE>
CUSIP NO. 36473U 10 5 Page 7 of 8
The options granted, and restricted stock awarded to L. Douglas Gantos
under the Amended and Restated Gantos Inc. Stock Option Plan are described in
Item 5 and are evidenced by Stock Option Agreements and a Restricted Stock
Agreement between L. Douglas Gantos and Gantos. The options are not
transferrable other than by will or the laws of descent and distribution. The
restricted Common Stock may not be sold, assigned, transferred, pledged,
hypothecated or otherwise encumbered during the restricted period applicable
to such shares.
Item 7. Material to be Filed as Exhibits.
Exhibit
Number Description
- ------- -----------
1. Trust Agreement dated July 16, 1976, between
L. Douglas Gantos, as settlor, and Richard L.
Gantos, as trustee, as amended, incorporated by
reference to Exhibit 4 to Amendment No. 2 to the
Schedule 13D filed by L. Douglas Gantos dated
July 29, 1992.
2. Gantos, Inc. Amended and Restated Stock Option
Plan, as amended and restated March 31, 1995,
incorporated by reference to Exhibit 1 to Amendment No.
5 to the Schedule 13D filed by L. Douglas Gantos dated
April 7, 1995.
<PAGE>
CUSIP NO. 36473U 10 5 Page 8 of 8
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: July 11, 1996 /s/ L. Douglas Gantos
------------------------
L. Douglas Gantos
