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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)1
MONTGOMERY WARD HOLDING CORP.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
None
(CUSIP Number)
Myron Lieberman
Altheimer & Gray
10 South Wacker Dr.
Suite 4000
Chicago, Illinois 60671
(312) 715-4500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 18, 1997
(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.
(Continue on following pages)
________________
1 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>
<PAGE>
_________________________________________________________
1. Name of Reporting Person:
Myron Lieberman
_________________________________________________________
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
_________________________________________________________
3. SEC Use Only
_________________________________________________________
4. Source of Funds: WC, OO, PF (See Item 3)
_________________________________________________________
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f): / /
_________________________________________________________
6. Citizenship or Place of Organization: United States
of America
_________________________________________________________
7. Sole Voting Power: 0 (See Items 4,
5 and 6)
Number of ________________________________________
Shares
Beneficially 8. Shared Voting Power: 0 (See Items 4,
Owned 5 and 6)
Each ________________________________________
Reporting
Person 9. Sole Dispositive Power: 314,485
With (See Items 4, 5 and 6)
________________________________________
10. Shared Dispositive Power: 0 (See
Items 4, 5 and 6)
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 314,485
________________________________________________________
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares: / /
_________________________________________________________
13. Percent of Class Represented by Amount in Row (11):
1.7% of the Class A Common Stock, constituting 0.7%
of the Common Stock
_________________________________________________________
14. Type of Reporting Person: IN
_________________________________________________________ <PAGE>
<PAGE>
This statement constitutes Amendment No. 3 to the
Statement on Schedule 13D filed October 24, 1991 and
amended on November 22, 1991 and April 7, 1992 (the
"Schedule 13D") by Myron Lieberman in connection with the
beneficial ownership of shares of Class A Common Stock,
Series 1, $.01 par value per share ("Series 1 Shares"),
of Montgomery Ward Holding Corp. (the "Company"), and
voting trust certificates with respect thereto. Pursuant
to Item 101(a)(2)(ii) of Regulation S-T, the entire text
of the Schedule 13D is hereby amended and restated as set
forth below, but previously filed paper exhibits have not
been re-filed electronically herewith.
Item 1. Security and Issuer.
This statement relates to the Class A Common
Stock, Series 1, par value $.01 per share, of Montgomery
Ward Holding Corp., and voting trust certificates with
respect thereto. The principal executive offices of the
Company are located at Montgomery Ward Plaza, Chicago,
Illinois 60671.
Item 2. Identity and Background.
(a) This statement is being filed by Mr.
Lieberman.
(b) Mr. Lieberman's business address is 10 S.
Wacker Drive, Suite 4000, Chicago, IL 60606.
(c) Mr. Lieberman is a senior partner in the law
firm of Altheimer & Gray, 10 S. Wacker Drive, Suite 4000,
Chicago, IL 60606 and has practiced law in Chicago,
Illinois since 1954.
(d) Mr. Lieberman has not, during the last five
years, been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors).
(e) Mr. Lieberman has not, during the last five
years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a
result of which proceeding Mr. Lieberman 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 of any violation with respect to such laws.
(f) Mr. Lieberman is a citizen of the United
States of America.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Lieberman has beneficial ownership of 314,485
Series 1 Shares of the Company, represented by Voting
Trust Certificates (as defined below) (collectively,
"Shares"), of which 294,250 Shares are directly owned by
Lieberman Investment Limited Partnership ("LILP"), a
limited partnership of which Mr. Lieberman is the sole
general partner. The source and amount of funds or other <PAGE>
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consideration used by LILP to purchase Shares consisted
of $58,850.00 of working capital (consisting of funds
invested by the partners of LILP). Mr. Lieberman has
acquired beneficial ownership of 10,235 Shares in his
individual capacity pursuant to the Montgomery Ward &
Co., Incorporated Directors Fee and Stock Ownership Plan
(the "Directors Plan"), pursuant to which Mr. Lieberman
had elected to receive Shares in exchange for fees due
him for services as a director rendered to the Company
and its subsidiary, Montgomery Ward & Co., Incorporated
("MW"), beginning in 1991. Mr. Lieberman acquired
beneficial ownership of 10,000 Shares in his individual
capacity by purchasing Voting Trust Certificates from
Dominic M. Mangone on November 22, 1991, at a price of
$.20 per Share (or $2,000 in the aggregate). Mr.
Lieberman used personal funds for such purchase.
Item 4. Purpose of Transaction.
The 314,485 Shares to which this Statement relates
are currently held for investment purposes. During the
time Mr. Lieberman served as a director of the Company
and MW, he held Shares for investment purposes and to
influence the direction and management of the Company.
In light of the role of Altheimer & Gray, of which Mr.
Lieberman is a senior partner, as counsel to the Company
and its subsidiaries, and in light of Mr. Lieberman's
role in such representation, Mr. Lieberman may be deemed
to hold the Shares reported herein to influence the
direction and management of the Company, although no such
admission is made.
On June 21, 1988, LILP acquired 294,250 Shares
(after giving effect to a five for one split-up of the
Company's Common Stock on April 2, 1990). The
Partnership Agreement for LILP (the "LILP Partnership
Agreement") is attached hereto as Exhibit 1 and
incorporated herein by reference.
From 1991 through 1997, Mr. Lieberman has acquired
10,235 Shares in his individual capacity pursuant to the
Directors Plan. On July 18, 1997 (the "Resignation
Date"), Mr. Lieberman resigned as a director of each of
the Company and MW. The Directors Plan is attached hereto
as Exhibit 2 and incorporated herein by reference.
On November 22, 1991, Mr. Lieberman purchased
10,000 Shares from Dominic M. Mangone at a price of $.20
per Share.
All Series 1 Shares acquired by LILP and by Mr.
Lieberman have been deposited into a voting trust (the
"Voting Trust") created by that certain Voting Trust
Agreement dated June 21, 1988 (the "Voting Trust
Agreement"). Pursuant to the Voting Trust Agreement,
Bernard F. Brennan ("Mr. Brennan"), as voting trustee (or
any successor voting trustee) (the "Voting Trustee") has
full and exclusive power to vote such shares (subject to
certain limited exceptions) and holds such shares of
record. The Voting Trustee has issued voting trust <PAGE>
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certificates ("Voting Trust Certificates") in exchange
for such shares. Under the Voting Trust Agreement, the
Voting Trustee has (with certain very limited exceptions)
full and exclusive power and authority to vote and give
consents with respect to the shares of stock held subject
to the Voting Trust. The Voting Trust Agreement will
expire by its terms on June 21, 1998. The Voting Trust
Agreement is attached hereto as Exhibit 3 and
incorporated herein by reference.
From October 14, 1991 until the Resignation Date,
Mr. Lieberman served as the trustee of a trust (the
"Family Trust") for the benefit of members of the family
of Mr. Brennan. At all times while Mr. Lieberman was
trustee, the Family Trust directly held 2,200,000 shares
of Class A Common Stock, Series 1, which shares were not
required to be deposited in the Voting Trust. During the
time he served as trustee of the Family Trust, Mr.
Lieberman had voting and dispositive power with respect
to the Series 1 Shares held in the Family Trust. Pursuant
to the Stockholders' Agreement (as defined below), Mr.
Lieberman, as trustee of the Family Trust, was subject to
certain voting requirements with respect to the election
as directors of the Company of designees of certain
persons specified in the Stockholders' Agreement. On the
Resignation Date, Mr. Lieberman resigned as trustee of
the Family Trust and, therefore, no longer holds any
beneficial interest in any of the shares of Class A
Common Stock, Series 1, held therein.
Mr. Lieberman, LILP and all Shares beneficially
owned by Mr. Lieberman, are subject to that certain
Stockholders' Agreement dated as of June 17, 1988, as
amended to date (the "Stockholders' Agreement").
Pursuant to the Stockholders' Agreement and the By-laws
of the Company, Mr. Brennan has since 1988 had the right
to designate for election certain of the Company's
directors. From June 1988 until the Resignation Date, Mr.
Lieberman served as a director of the Company as a result
of such a designation by Mr. Brennan.
The Stockholders' Agreement provides that at any
time in which Article V of the Stockholders' Agreement is
in effect (which, with respect to Shares beneficially
owned by Mr. Lieberman, will expire no later than June
17, 1998) and a Voting Trust is not in effect, all shares
of Common Stock of the Company held by Management
Shareholders (as defined in the Stockholders' Agreement,
which definition includes Mr. Lieberman) and Permitted
Transferees (as defined in the Stockholders' Agreement,
which definition includes LILP) shall be voted on all
matters in the same manner that Mr. Brennan votes his
shares of Common Stock.
Under both the Stockholders' Agreement and the
Terms and Conditions of the Montgomery Ward & Co.,
Incorporated Stock Ownership Plan, as amended to date
(the "Terms and Conditions") (which Terms and Conditions
govern the ownership of shares of Class A Common Stock
issued pursuant to such Stock Ownership Plan), until the
Resignation Date Mr. Lieberman served as a member of a
committee which had certain rights with respect to the
designation of persons to purchase shares of Common Stock
of the Company (including the Shares).
<PAGE>
The Stockholders' Agreement and the Terms and
Conditions are attached hereto as Exhibits 4 and 5
respectively, and are incorporated herein by reference.
The Stockholders' Agreement (and the Certificate of
Incorporation and By-laws of the Company, as required by
the Stockholders' Agreement) contain certain restrictions
and supermajority requirements with respect to certain
actions affecting the Company.
Except as described herein, Mr. Lieberman does not
have any plans or proposals that relate to or would
result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interests in Securities of the Issuer.
The following information is based on a total of
18,322,247 shares of Class A Common Stock and 43,322,247
shares of Common Stock of the Company outstanding as of
July 10, 1997.
(a) Mr. Lieberman beneficially owns 314,485
Shares, constituting approximately 1.7% of the shares of
Class A Common Stock of the Company outstanding as of
July 10, 1997.
(b) Except as otherwise provided herein, Mr.
Lieberman, as sole general partner of LILP and in his
individual capacity, has the sole power to dispose or
direct the disposition of 314,485 Shares constituting
approximately 1.7% of the shares of Class A Common Stock
and approximately 0.7% of the shares of Common Stock
outstanding as of July 10, 1997. Mr. Lieberman has no
voting power (except in certain limited circumstances)
with respect to any such Shares.
(c) During the past sixty days, Mr. Lieberman has
not effected any transactions in Series 1 Shares or
Voting Trust Certificates. As of the Resignation Date,
Mr. Lieberman resigned as trustee of the Family Trust
and, as a result, as of such date, he ceased to hold
beneficial ownership of the 2,200,000 Shares held by the
Family Trust. Pursuant to the Directors Plan, on July 1,
1997, a ten-day option arose under which Mr. Lieberman
could elect to receive fees due him for services as a
director rendered to the Company and MW during the second
quarter of 1997 in Shares (specifically, 1,024 Shares at
$7.32 per Share). Mr. Lieberman had previously made an
irrevocable election, pursuant to which such election
would have been deemed made on July 8, 1997. However, on
July 7, 1997, the Company and many of its direct and
indirect subsidiaries filed petitions for protection
under Chapter 11 of the U.S. Bankruptcy Code. As a
result, Mr. Lieberman's right to pre-petition director
fees was automatically stayed. Accordingly, no Shares
were issued to Mr. Lieberman on July 8, 1997.
<PAGE>
(d) LILP has the right to receive dividends from,
or the proceeds from the sale of, Shares held thereby,
although Mr. Lieberman as general partner thereof may be
deemed to have the power to direct the receipt of
dividends from, or the proceeds from the sale of, such
Shares.
(e) Mr. Lieberman ceased to beneficially own more
than five percent of the Class A Common Stock as of July
18, 1997, the Resignation Date.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
Except as set forth below, and in Item 4 and Item
5 above, Mr. Lieberman does not have any contract,
arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities
of the Company, including but not limited to transfer or
voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or
the giving or withholder of proxies.
All Shares beneficially owned by Mr. Lieberman are
subject to the Stockholders' Agreement and to significant
restrictions on transfer and rights of refusal. Also
under the Stockholders' Agreement, Shares beneficially
owned by Mr. Lieberman (both Shares owned by Mr.
Lieberman in his individual capacity and by LILP) are
subject to certain put and call rights which arise upon
Mr. Lieberman's death. Under the Directors Plan, Mr.
Lieberman may be entitled to acquire additional Shares
from the Company with respect to his service as a
director of the Company and MW prior to the Resignation
Date.
Item 7. Material to be filed as Exhibits.
Exhibit 1. LILP Partnership Agreement
Exhibit 2. Directors Plan
Exhibit 3. Voting Trust Agreement
Exhibit 4. Stockholders Agreement
Exhibit 5. Terms and Conditions <PAGE>
<PAGE>
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.
Dated: August 8, 1997
/s/ Myron Lieberman
Myron Lieberman<PAGE>
