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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)*
WATERHOUSE INVESTOR SERVICES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
941547 10 1
(CUSIP Number)
LAWRENCE M. WATERHOUSE, JR.
WATERHOUSE INVESTOR SERVICES, INC.
100 WALL STREET, NEW YORK, NEW YORK 10005
TELEPHONE NUMBER (212) 806-3500
(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 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.
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*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 in 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).
(Continued on following pages)
Page 1 of 7 pages
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SCHEDULE
CUSIP No. 941547 10 1 13D Page 2 of 7 pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LAWRENCE M. WATERHOUSE, JR.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
BK, PF, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER:
NUMBER OF
3,058,736
SHARES 8. SHARED VOTING POWER:
BENEFICIALLY 125,894
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER:
REPORTING
PERSON 1,412,632
10. SHARED DISPOSITIVE POWER:
WITH
125,894
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,182,630
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 7 Pages
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.8%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 4 of 7 Pages
ITEM 1. SECURITY AND ISSUER.
Common Stock, par value $.01 per share of
Waterhouse Investor Services, Inc. (the "Company")
100 Wall Street
New York, New York 10005
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: Lawrence M. Waterhouse, Jr.
(b) Business Address:
Waterhouse Investor Services, Inc.
100 Wall Street
New York, New York 10005
(c) Occupation: Chairman and Chief Executive Officer of Waterhouse
Investor Services, Inc., a discount brokerage firm located at 100 Wall Street,
New York, New York 10005
(d) No convictions in criminal proceedings in the last five years.
(e) During the last five years, Mr. Waterhouse was not a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
nor as a result of such a proceeding was or is subject to a judgment, 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.
(f) Citizenship: United States of America
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Lawrence M. Waterhouse, Jr., the reporting person, is a trustee of the
Company's Employee Stock Ownership Plan and Trust ("ESOP") and a member of the
Company committee administering the ESOP and has shared power to direct the vote
of the unallocated shares held by the ESOP and to direct the disposition of such
shares. The ESOP held $2,155,000 principal amount of 6% Convertible Subordinated
Notes of the Company convertible into 92,094 shares of Common Stock, and 33,800
shares of Common Stock of the Company.
On November 15, 1995, stock was allocated to ESOP participants for the
fiscal year ended August 31, 1995 in accordance with its terms. Mr. Waterhouse
was allocated an aggregate of 794.05 shares of Common Stock.
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Page 5 of 7 Pages
ITEM 4. PURPOSE OF TRANSACTION.
Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Lawrence M. Waterhouse, Jr. is the beneficial owner of 3,184,630
shares (27.8%) of the Common Stock of the Company. As noted in Item 5(b) below,
however, Mr. Waterhouse disclaims beneficial ownership of 1,769,988 shares
(15.5%) of Common Stock owned by Marjorie J. McGahran, members of his immediate
family and the ESOP.
(b) Number of shares as to which the reporting person has:
(i) sole power to vote or direct the vote: 3,058,736 shares, which
includes 1,412,632 shares owned directly, including 85,133
allocated to Mr. Waterhouse under the ESOP, and 1,769,998 shares
owned by Marjorie J. McGahran and members of his immediate family.
(ii) shared power to vote or direct the vote: 33,800 unallocated
shares and 92,094 unallocated shares issuable upon conversion of
$2,155,000 principal amount of 6% Convertible Subordinated Notes
which are convertible by the holder held by the ESOP of which the
reporting person is a trustee and a member of the Company committee
administering the ESOP. Mr. Waterhouse disclaims beneficial
ownership of such shares.
(iii) sole power to dispose or to direct the disposition of:
1,412,632 shares owned directly, which includes 85,133 shares
allocated to Mr. Waterhouse under the ESOP, but excludes 1,646,104
shares owned by Marjorie J. McGahran and members of his immediate
family, 33,800 unallocated shares and 92,094 unallocated shares
issuable upon conversion of 6% Convertible Subordinated Notes held
by ESOP.
(iv) shared power to dispose or direct the disposition of: 33,800
unallocated shares and 92,094 unallocated shares issuable upon
conversion of $2,155,000 principal amount of 6% Convertible
Subordinated Notes which are convertible by the holder held by the
ESOP of which the reporting person is a trustee and a member of the
Company committee administering the ESOP. Mr. Waterhouse disclaims
beneficial ownership of such shares.
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Page 6 of 7 Pages
Kenneth I. Coco is the other trustee of the ESOP and the other member
of the Company committee administering the ESOP and shares power to vote and to
direct the disposition of the ESOP shares held in trust. Item 2 information with
respect to Mr. Coco is as follows:
(a) Name: Kenneth I. Coco
(b) Business Address: Waterhouse Investor
Services, Inc.
100 Wall Street
New York, NY 10005
(c) Occupation: Senior Vice President
Waterhouse Investor
Services, Inc.
100 Wall Street
New York, NY 10005
(d) Mr. Coco has not been convicted in a criminal
proceeding in the last five years.
(e) During the last five years, Mr. Coco was not a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction nor as a result of such proceeding was or is subject to a judgment,
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.
(f) Citizenship: United States of America
(i) On November 15, 1995, stock was allocated to ESOP
participants for the fiscal year ended August 31, 1995 in accordance with its
terms and Mr. Waterhouse received an aggregate of 794.05 shares of Common Stock.
(ii) The other trustee of the ESOP shares the power to
direct the receipt of the proceeds of the sale of the shares.
(iii) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Mr. Waterhouse is one of two members of the Company committee
administering the ESOP pursuant to which he shares power to direct the vote of
the unallocated shares held by the ESOP and one of two trustees of the ESOP
under which he shares powers to direct the disposition of the unallocated shares
of the ESOP. There are no
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Page 7 of 7 Pages
other contracts, arrangements, understanding or relationships with respect to
the securities of the issuer with which the reporting person is aware.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information in this statement is true, complete and accurate.
/s/ Lawrence M. Waterhouse, Jr. 2/13/96
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Lawrence M. Waterhouse, Jr. Date
