<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
AMRE, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
032153 10 8
-----------------------------------
(CUSIP Number)
C. Curtis Everett, AMRE, Inc., 8585 N. Stemmons Freeway,
South Tower, Suite 102, Dallas, Texas 75247-3805 (214) 658-6300
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Reporting transactions through August 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).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 032153 10 8 PAGE 2 OF 4 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald L. Bliwas Jack L. McDonald
Dennis S. Bookshester Sheldon I. Stein
Arthur P. Frigo
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /XX/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
All Reporting Persons are United States citizens.
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7 SOLE VOTING POWER
NUMBER OF
SHARES -------------------------------------------------
8 SHARED VOTING POWER 2,027,122 shares of
BENEFICIALLY Common Stock subject to voting trusts
described in Item 4, constituting
OWNED BY approximately 15.8% of the outstanding
shares of Common Stock as of August 31,
EACH 1995.
------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH ------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5(a)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than one percent of the outstanding shares of Common Stock of
AMRE, Inc.
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14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 3
ITEM 2. IDENTITY AND BACKGROUND.
The business address of Sheldon I. Stein is now 300 Crescent Court,
Suite 200, Dallas, Texas 75201.
ITEM 4. PURPOSE OF TRANSACTION.
As a reult of the settlement of civil litigation between AMRE, Inc.,
certain other defendants and plaintiff class members in the consolidated
class action lawsuit, Lewis Marks et al v. AMRE, Inc. et al, CA-3-1045-R,
which settlement became final on January 21, 1993, the former president
of AMRE, Inc., Steven D. Bedowitz, and the former executive vice
president, Robert Levin, entered into separate voting trust agreements
pursuant to which Messrs. Bedowitz and Levin transferred the voting power
with respect to 2,421,908 and 1,304,219 shares of AMRE, Inc. Common Stock
owned by them, respectively, to the outside directors of AMRE, Inc. (such
outside directors being the Reporting Persons herein) for a period of ten
years, subject to removal of shares from the respective voting trusts in
the event of sale of shares by Messrs. Bedowitz or Levin. The voting
trustees only have the right to vote the shares subject to the voting
trusts, and have no pecuniary interest in such shares.
Between January 21, 1993, and August 31, 1995, Messrs. Bedowitz and Levin
sold an aggregate of 1,699,005 shares of AMRE, Inc. Common Stock, thus
reducing the number of shares subject to the voting trusts to an
aggregate of 2,027,122.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number and percentage of class of the securities
identified pursuant to Item 1 beneficially owned by each of the
Reporting Persons (not including 2,027,122 shares of Common Stock
which are subject to the voting trusts with respect to which the
Reporting Persons are trustees) are as follows:
<TABLE>
<CAPTION>
Name Shares Percent of Class
---- ------ ----------------
<S> <C> <C>
Ronald L. Bliwas 60,900 * %
Dennis S. Bookshester 20,000 * %
Arthur P. Frigo 15,000 * %
Jack L. McDonald 19,500 * %
Sheldon I. Stein 17,000 * %
</TABLE>
* Less than one percent of the outstanding shares of Common
Stock of AMRE, Inc.
3
<PAGE> 4
The number and percentages of shares owned by the Reporting
Persons as shown in the table assume that outstanding stock
options held by the Reporting Persons, all of which are
exercisable, had been exercised as follows: Mr. Bliwas - 52,000;
Mr. Bookshester - 15,000; Mr. Frigo - 15,000; Mr. McDonald -
15,000; and Mr. Stein - 15,000.
The Reporting Persons as a group are trustees under the two voting
trusts described under Item 4, and share voting power with respect
to an aggregate of 2,027,122 shares of Common Stock of AMRE, Inc.
(constituting approximately 15.8% of the oustanding shares of such
stock as of August 31, 1995), which are subject to such voting
trusts.
(b) Reference is made to (a) of this Item 5.
(c) Not applicable.
(d) Reference is made to Item 4.
(e) Not applicable.
4
<PAGE> 5
ITEM 8. SIGNATURES.
After reasonable inquiry, each of the undersigned hereby certifies that,
to the best of his knowledge and belief, the information set forth in
this statement is true, complete and correct.
( /s/ RONALD L. BLIWAS
( ------------------------------------
( Ronald L. Bliwas
(
(
( /s/ DENNIS S. BOOKSHESTER
( ------------------------------------
( Dennis S. Bookshester
(
(
( /s/ ARTHUR P. FRIGO
September 11, 1995 ( ------------------------------------
( Arthur P. Frigo
(
(
( /s/ JACK L. MCDONALD
( ------------------------------------
( Jack L. McDonald
(
(
( /s/ SHELDON I. STEIN
( ------------------------------------
( Sheldon I. Stein
5
<PAGE> 6
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
AMRE, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
032153 10 8
-----------------------------------
(CUSIP Number)
C. Curtis Everett, AMRE, Inc., 8585 N. Stemmons Freeway, South Tower,
Suite 102, Dallas, TX, 214/819-7000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
The voting trusts described in Item 4 were signed by the voting trustees
(the Reporting Persons herein) on February 2, 1993, and were effective as of
January 22, 1993.
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(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.
*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> 7
SCHEDULE 13D
CUSIP NO. 032153 10 8 PAGE 2 OF 6 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald L. Bliwas Jack L. McDonald
Dennis S. Bookshester Sheldon I. Stein
Arthur P. Frigo
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
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
All Reporting Persons are United States citizens.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -------------------------------------------------
8 SHARED VOTING POWER 3,726,127 shares of
BENEFICIALLY Common Stock subject to voting trusts
described in Item 4, constituting
OWNED BY approximately 29% of the outstanding
shares of Common Stock as of January 22,
EACH 1993.
------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH ------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5(a).
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- --------------------------------------------------------------------------------
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 SIGNATURE ATTESTATION.
<PAGE> 8
ITEM 1. SECURITY AND ISSUER.
Common Stock of AMRE, Inc.
The address of the principal executive offices of AMRE, Inc. is as
follows:
AMRE, Inc.
8585 North Stemmons Freeway
South Tower, Suite 102
Dallas, TX 75247-3805
ITEM 2. IDENTITY AND BACKGROUND.
(a) Ronald I. Bliwas
(b) Business Address: c/o A. Eicoff & Company, 401 N. Michigan Avenue,
Chicago, IL 60611
(c) President and Chief Executive Officer of A. Eicoff & Company
(d) Ronald I. Bliwas has not been indicted or convicted in a criminal
proceeding.
(e) During the past five years, Mr. Bliwas has not been subject to a
judgment, decree or final order injoining future violations of,
or prohibiting or mandating activities with respect to federal or
state securities laws or finding any violation with respect to such
laws.
(f) Ronald I. Bliwas is a citizen of the United States.
(a) Dennis S. Bookshester
(b) Residence Address: 1325 N. Astor, Apt. 4, Chicago, IL 60610
(c) Business consultant
(d) Dennis S. Bookshester has not been indicted or convicted in a
criminal proceeding.
(e) During the past five years, Mr. Bookshester has not been subject to
a judgment, decree or final order injoining future violations of,
or prohibiting or mandating activities with respect to federal or
state securities laws or finding any violation with respect to such
laws.
(f) Dennis S. Bookshester is a citizen of the United States.
(a) Arthur P. Frigo
(b) Residence Address: 1250 N. Lake Shore Drive, 32AS, Chicago, IL
60610-2361
(c) President of M.B. Walton Company
(d) Arthur P. Frigo has not been indicted or convicted in a criminal
proceeding.
(e) During the past five years, Mr. Frigo has not been subject to a
judgment, decree or final order injoining future violations of,
or prohibiting or mandating activities with respect to federal or
state securities laws or finding any violation with respect to such
laws.
(f) Arthur P. Frigo is a citizen of the United States.
(a) Jack L. McDonald
(b) Residence Address: 12591 Montego Plaza, Dallas, TX 75230
(c) Business consultant
(d) Jack L. McDonald has not been indicted or convicted in a criminal
proceeding.
(e) During the past five years, Mr. McDonald has not been subject to a
judgment, decree or final order injoining future violations of,
or prohibiting or mandating activities with respect to federal or
state securities laws or finding any violation with respect to such
laws.
(f) Jack L. McDonald is a citizen of the United States.
-3-
<PAGE> 9
(a) Sheldon I. Stein
(b) Business Address: c/o Bear, Stearns & Co., Inc., 1601 Elm Street,
40th Floor, Dallas, TX 75201
(c) Senior Managing Director of Bear, Stearns & Co., Inc., and in
charge of its Southwest Corporate Finance Department.
(d) Sheldon I. Stein has not been indicted or convicted in a criminal
proceeding.
(e) During the past five years, Mr. Stein has not been subject to a
judgment, decree or final order injoining future violations of,
or prohibiting or mandating activities with respect to federal or
state securities laws or finding any violation with respect to such
laws.
(f) Sheldon I. Stein is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Applicable.
ITEM 4. PURPOSE OF TRANSACTION.
As a result of the settlement of civil litigation between AMRE, Inc.,
certain other defendants and plaintiff class members in the consolidated
class action lawsuit, Lewis Marks et al v. AMRE, Inc., et al,
CA-3-1045-R, which settlement became final on January 21, 1993, the
former president of AMRE, Inc., Steven D. Bedowitz, and the former
executive vice president, Robert Levin, entered into separate voting
trust agreements pursuant to which Messrs. Bedowitz and Levin transferred
the voting power with respect to 2,421,908 and 1,304,219 shares of AMRE,
Inc. Common Stock owned by them, repectively, to the outside directors of
AMRE, Inc., (such outside directors being the Reporting Persons herein)
for a period of ten years, subject to removal of shares from the
repective voting trusts in the event of sale of shares by Messrs.
Bedowitz or Levin. The voting trustees only have the right to vote the
shares subject to the voting trusts, and have no pecuniary interest
in such shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number and percentage of class of the securities
identified pursuant to Item 1 beneficially owned by each person
named in Item 2 (not including 3,726,127 shares of Common Stock
which are subject to the voting trusts with respect to which the
Reporting Persons are trustees) are as follows:
<TABLE>
<CAPTION>
Name Shares Percent of Class
---- ------ ----------------
<S> <C> <C>
Ronald L. Bliwas 55,900 * %
Dennis S. Bookshester 15,000 * %
Arthur P. Frigo 10,000 * %
Jack L. McDonald 4,500 * %
Sheldon I. Stein 2,000 * %
</TABLE>
* Less than one percent of the outstanding shares of Common
Stock.
-4-
<PAGE> 10
The numbers and percentages of shares owned by the Reporting
Persons as shown in the table assume that outstanding stock
options which are exercisable within sixty days of February 2,
1993, had been exercised as follows: Mr. Bliwas - 47,500;
Mr. Frigo - 10,000; and Mr. Bookshester - 10,000.
The Reporting Persons as a group are trustees under the two voting
trusts described under Item 4, and share voting power with respect
to an aggregate of 3,726,127 shares of Common Stock of AMRE, Inc.
(constituting approximately 29% of the oustanding shares of such
stock as of January 22, 1993), which are subject to such voting
trusts.
(b) Reference is made to (a) of this Item 5.
(c) Not applicable.
(d) Reference is made to Item 4.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Persons are trustees of the voting trusts referred to in
Item 4 and are outside directors of the Issuer. The Reporting Persons
have no contracts, arrangements, or understandings among themselves or
with the Issuer with respect to voting of the shares which are subject to
the voting trusts described in Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Voting trust agreement among Steven D. Bedowitz and wife, Lynn
Bedowitz, the persons named in this Schedule 13D as Reporting
Persons, and AMRE, Inc.
(2) Voting trust agreement among Robert Levin and wife, Olga Levin,
the persons named in this Schedule 13D as Reporting Persons, and
AMRE, Inc.
-5-
<PAGE> 11
ITEM 8. SIGNATURES.
After reasonable inquiry, each of the undersigned hereby certifies that
to the best of his knowledge and belief, the information set forth in
this statement is true, complete and correct.
February 2, 1993 /s/ RONALD L. BLIWAS
------------------------------------
Ronald L. Bliwas
February 2, 1993 /s/ DENNIS S. BOOKSHESTER
------------------------------------
Dennis S. Bookshester
February 2, 1993 /s/ ARTHUR P. FRIGO
------------------------------------
Arthur P. Frigo
February 2, 1993 /s/ JACK L. MCDONALD
------------------------------------
Jack L. McDonald
February 2, 1993 /s/ SHELDON I. STEIN
------------------------------------
Sheldon I. Stein
-6-
