<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
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 November 10, 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) /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 269,314 shares of
BENEFICIALLY Common Stock subject to voting trusts
described in Item 4, constituting approx-
OWNED BY imately 2.05% of the outstanding shares
of Common stock as of December 7, 1995.
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
- -------------------------------------------------------------------------------
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)
Less than one percent of the outstanding shares of Common Stock of
AMRE, Inc.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 3
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, 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.
On November 10, 1995, Mr. Bedowitz sold 1,392,446 shares of common stock
of AMRE, Inc., the remainder of the shares held by him, thus, in effect,
terminating the voting trust. As of December 7, 1995, Mr. Levin held an
aggregate of 269,314 shares subject to his voting trust described above.
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 269,314 shares of Common Stock
which are subject to the voting trust 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 16,000 * %
----------
Sheldon I. Stein 17,000 * %
----------
</TABLE>
* Less than one percent of the outstanding shares of Common Stock of
AMRE, Inc.
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 - 52,500; Mr. Bookshester - 15,000;
Mr. Frigo - 15,000; Mr. McDonald - 15,000; and Mr. Stein - 15,000.
<PAGE> 4
The Reporting Persons as a group are trustees under the remaining
voting trust described under Item 4, and share voting power with
respect to an aggregate of 269,314 shares of Common Stock of AMRE,
Inc. (constituting approximately 2.05% of the outstanding shares of
such stock as of December 7, 1995), which are subject to such voting
trust.
(b) Reference is made to (a) of this Item 5.
(c) Not applicable.
(d) Reference is made to Item 4.
(e) The trustees ceased to be the beneficial owners of more than 5% of
the common stock of AMRE, Inc. on November 10, 1995.
<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
(
December 12, 1995 ( /s/ ARTHUR P. FIRGO
( -------------------------------
( Arthur P. Firgo
(
( /s/ JACK L. MCDONALD
( -------------------------------
( Jack L. McDonald
(
( /s/ SHELDON I. STEIN
( -------------------------------
( Sheldon I. Stein
