UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
December 15, 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 36473U 10 5 Page 2 of 12 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: 715,300
Number of _______________________________________________________
Shares
Beneficially (8) Shared Voting Power: 0
Owned by _______________________________________________________
Each
Reporting (9) Sole Dispositive Power: 715,300
Person _______________________________________________________
with
(10) Shared Dispositive Power: 0
___________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
715,300
___________________________________________________________________________
(12) Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
___________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11) 9.5%
___________________________________________________________________________
(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>
SCHEDULE 13D
CUSIP No. 36473U 10 5 Page 3 of 12 Pages
___________________________________________________________________________
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Four 'D' Investment Company
___________________________________________________________________________
(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
A Michigan co-partnership
___________________________________________________________________________
(7) Sole Voting Power:
Number of _______________________________________________________
Shares
Beneficially (8) Shared Voting Power: 0
Owned by _______________________________________________________
Each
Reporting (9) Sole Dispositive Power:
Person _______________________________________________________
with
(10) Shared Dispositive Power: 0
___________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
0
___________________________________________________________________________
(12) Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
___________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11) N/A
___________________________________________________________________________
(14) Type of Reporting Person* PN
___________________________________________________________________________
*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.
-3-
<PAGE>
CUSIP NO. 36473U 10 5 Page 4 of 12
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 (i) 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"), and (ii) Four 'D' Investment
Company ("4-D"), a Michigan co-partnership with L. Douglas Gantos and his
wife, Kathy Tann-Gantos as the sole partners. L. Douglas Gantos', Kathy
Tann-Gantos', 4-D's, 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
President, 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 currently holds Common Stock. 4-D is a
Michigan general partnership which currently holds Common Stock and real
estate. Kathy Tann-Gantos is a merchandise coordinator for Gantos.
None of L. Douglas Gantos, Kathy Tann-Gantos, 4-D, or the Trust has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). None of L. Douglas Gantos, Kathy
Tann-Gantos, the Trust or 4-D 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 and Kathy Tann-Gantos are citizens of the United
States of America. 4-D is a Michigan co-partnership, and 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 4-D of all
420,673 shares of Common Stock in December 1995 pursuant to a registration
statement on Form S-3 (file no. 33-90494) (the "Registration Statement") under
the Securities Act of 1933, as amended (the "Act").
<PAGE>
CUSIP NO. 36473U 10 5 Page 5 of 12
Item 4. Purpose of Transaction.
4-D sold 420,673 shares of Common Stock primarily to realize the value
of the Common Stock held by 4-D. The $903,305.13 gross proceeds from the sales
of 420,673 shares of Common Stock by 4-D were and are being used primarily for
personal purposes. The Common Stock held by 4-D for resale had been registered
under the Act pursuant to the Registration Statement.
Except as otherwise provided above, none of 4-D, the Trust, Kathy
Tann-Gantos or L. Douglas Gantos has any current plans or proposals to acquire
or dispose of additional Common Stock, except that, from time to time, L.
Douglas Gantos, Kathy Tann-Gantos, 4-D and/or the Trust may acquire additional
Gantos Common Stock, including, without limitation, through the receipt or
vesting of options or restricted stock granted or awarded to L. Douglas Gantos
under the Amended and Restated Gantos, Inc. Stock Option Plan, or dispose of
some or all of the Gantos Common Stock which L. Douglas Gantos, Kathy
Tann-Gantos, 4-D and/or the Trust beneficially owns, 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,
Kathy Tann-Gantos, 4-D and/or the Trust pursuant to Rule 144 under the Act or
otherwise.
None of 4-D, the Trust, Kathy Tann-Gantos or L. Douglas Gantos has any
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 6 of 12
Item 5. Interest in Securities of the Issuer.
The number of shares and percentage of Common Stock beneficially owned
by L. Douglas Gantos, Kathy Tann-Gantos, 4-D and the Trust are as follows:
<TABLE>
<CAPTION>
Number Percent (1)
------- -----------
<S> <C> <C>
Trust 665,300 8.8%
4-D 0 -
L. Douglas Gantos 50,000 (2) 0.7%
------- ----
Total 715,300 9.5%
======= ====
<FN>
(1) Based on 7,552,211 shares of Common Stock reported as outstanding as of
December 4, 1995, in the Gantos Quarterly Report on Form 10-Q for the quarter
ended October 28, 1995.
(2) The shares shown above as beneficially owned by L. Douglas Gantos consist
of shares of restricted Common Stock awarded to L. Douglas Gantos 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 option to purchase Common Stock under such plan:
<CAPTION>
Percent Vested
at
Date of Number of Exercise Dec. 15, Number Vesting
Grant Shares Price 1995 Vested Schedule
- ------- --------- -------- ----------- ------ --------
<S> <C> <C> <C> <C> <C>
3/31/95 180,000 $4.16 0% 0 33.3% a year
starting 3/31/96*
<FN>
* Such options also vest immediately upon the termination of Mr. Gantos'
employment and consultation with Gantos unless such termination (i) is by
Gantos for cause or by Mr. Gantos without good reason, and (ii) occurs before
March 31, 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 895,300 shares of Common Stock, or 11.6% of the
outstanding shares.
L. Douglas Gantos, through the Trust, has sole voting and investment
power over the Common Stock listed above as owned by the Trust. 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.
<PAGE>
CUSIP NO. 36473U 10 5 Page 7 of 12
The following transactions in Gantos Common Stock have been effected
since the April 7, 1995 date of Amendment No. 5 to this Schedule 13D by 4-D,
the Trust, Kathy Tann-Gantos 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>
4-D 12/15/95 200,000 Sale 2.1875
4-D 12/20/95 50,000 Sale 2.0625
4-D 12/21/95 170,673 Sale 2.125
<FN>
- ----------------
(1) These transactions were sales by 4-D pursuant to the Registration
Statement under the Act in open market broker's transactions, in open
market block transactions, in negotiated sales, or to market makers.
</TABLE>
Only L. Douglas Gantos, Kathy Tann-Gantos and the Trust are 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. 4-D ceased to be the beneficial owner of
more than five percent of the Common Stock on December 15, 1995.
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.
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 4 and are evidenced by a Stock Option Agreement 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.
4-D is a Michigan co-partnership and is governed by the Second Amended
and Restated Partnership Agreement, dated as of October 20, 1988. L. Douglas
Gantos is the 99% general partner and Kathy Tann-Gantos is the 1% general
partner of 4-D. 4-D was the former landlord under Gantos' office-distribution
center lease before the lease was rejected in Gantos' bankruptcy proceedings.
<PAGE>
CUSIP NO. 36473U 10 5 Page 8 of 12
Item 7. Material to be Filed as Exhibits.
Exhibit
Number Description
- ------- -----------
1. Agreement for Joint Filing of Schedule 13D, dated January 8,
1996, between L. Douglas Gantos and Four 'D' Investment
Company.
2. 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.
3. Second Amended and Restated Partnership Agreement, dated as of
October 20, 1988, incorporated by reference to Exhibit 4 to
Amendment No. 5 to the Schedule 13D filed by L. Douglas Gantos
dated April 7, 1995.
4. 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 9 of 12
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 8, 1996 /s/ L. Douglas Gantos
----------------------------------------
L. Douglas Gantos
Four 'D' Investment Company
Date: January 8, 1996 By: /s/ L. Douglas Gantos
----------------------------------
L. Douglas Gantos
Its: Partner
<PAGE>
CUSIP NO. 36473U 10 5
Exhibit Index
Document Number and Description Page
- ------------------------------- ----
1. Agreement for Joint Filing of Schedule 13D, dated 12
January 8, 1996, between L. Douglas Gantos and
Four-'D' Investment Company.
2. Trust Agreement dated July 16, 1976, between L. Douglas N/A
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.
3. Second Amended and Restated Partnership Agreement, N/A
dated as of October 20, 1988, incorporated by reference to
Exhibit 4 to Amendment No. 5 to the Schedule 13D filed by
L. Douglas Gantos dated April 7, 1995.
4. Gantos, Inc. Amended and Restated Stock Option Plan, as N/A
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.
Exhibit 1
JOINT STATEMENT AGREEMENT
The undersigned hereby agree that the Amendment No. 6 to Schedule 13D
filed by them with respect to December 20, 1995 events shall be filed on
behalf of each of them.
Date: January 8, 1996 /s/ L. Douglas Gantos
----------------------------------------
L. Douglas Gantos
Four 'D' Investment Company
Date: January 8, 1996 By: /s/ L. Douglas Gantos
----------------------------------
L. Douglas Gantos
Its: Partner
