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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 1)
Ben Franklin Retail Stores, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per
share 081499 10 5
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(Title of class of securities) (CUSIP number)
Stephen E. Jacobs, Esq.
Weil, Gotshal & Manges
767 Fifth Avenue
New York, New York 10153
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(Name, address and telephone number of person authorized to receive
notices and communications)
July 22, 1996
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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 [x].
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: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
(Page 1 of 8 Pages)
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CUSIP No. 081499 10 5 13D Page 2 of 8 Pages
1 NAME OF REPORTING PERSON: Estrin Equities Limited
Partnership
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Maryland
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 116,103
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 116,103
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 116,103
REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [_]
SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.13%
14 TYPE OF REPORTING PERSON: PN
Page 2 of 8 Pages
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CUSIP No. 081499 10 5 13D Page 3 of 8 Pages
1 NAME OF REPORTING PERSON: Melvyn J. Estrin
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF United States of America
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 68,498*
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 68,498*
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 68,498*
REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [_]
SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.25%*
14 TYPE OF REPORTING PERSON: IN
Page 3 of 8 Pages
*See Item 5 of this Statement
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ITEM 1. SECURITY AND ISSUER.
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This Amendment No. 1 amends and supplements the Statement on
Schedule 13D filed with the Securities and Exchange Commission on
October 10, 1995 (the "Schedule 13D") by Estrin Equities Limited
Partnership ("Estrin Equities") and Melvyn J. Estrin with respect to
the common stock, par value $.01 per share (the "Ben Franklin
Shares"), of Ben Franklin Retail Stores, Inc., a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer are
located at 500 E. North Avenue, Carol Stream, Illinois 60188-2168.
Unless otherwise indicated, all capitalized terms used herein shall
have the respective meanings ascribed to them in the Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
(a) As of this Amendment No. 1, Estrin Equities owned 116,103
Ben Franklin Shares, representing approximately 2.13% of the
outstanding Ben Franklin Shares (based on 5,462,750 outstanding Ben
Franklin Shares as reported in the Issuer's Annual Report on Form 10-K
for the fiscal year ended March 31, 1996 (the "Outstanding Shares")),
and Mr. Estrin owned 68,498 (90 Ben Franklin Shares of which are held
through Mr. Estrin's account in FoxMeyer Corporation's 401(k) plan and
3,013 of which are held by two trusts for which Mr. Estrin is
trustee), representing approximately 1.25% of the Outstanding Shares.
In addition, Mr. Estrin has options to acquire 118,000 Ben Franklin
Shares, one-third of which become exercisable on February 9, 1997,
one-third of which become exercisable on February 9, 1998, and one-
third of which become exercisable on February 9, 1999. Assuming all
of such options were exercised, Mr. Estrin would own Ben Franklin
Shares representing 3.41% of the Outstanding Shares.
(b) Each of Estrin Equities and Mr. Estrin has sole power to
dispose or to direct the disposition and to vote or direct the voting
of the Ben Franklin Shares each received in the Distribution. The Ben
Franklin Shares held by Estrin Equities are subject to margin
agreements with Jefferies & Co. Inc. ("Jefferies"), Legg, Mason, Wood,
Walker, Incorporated ("Legg Mason"), Donaldson, Lufkin & Jenrette
Securities, Inc. ("DLJ") and Smith, Barney Inc. ("Smith Barney," and
together with Jefferies, Legg Mason and Smith Barney, the "Brokers")
with terms customary to such agreements. The Ben Franklin Shares held
by Mr. Estrin are subject to a margin agreement with Jefferies, with
terms customary to such agreements.
(c) Information concerning transactions in Ben Franklin Shares
during the past 60 days is set forth on Exhibit 1 attached
Page 4 of 8 Pages
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hereto and incorporated herein by reference. The transactions in the
Ben Franklin Shares set forth on Exhibit 1 hereto were effected by the
Brokers to cover margin accounts with Estrin Equities.
Except as set forth in this Item 5 and Exhibit 1 hereto, there
were no transactions in securities of the Issuer by any of the
Reporting Persons during the past 60 days.
(d) Inapplicable.
(e) Inapplicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
Information concerning transactions in Ben Franklin Shares during
the past sixty days is filed herewith on Exhibit 1 to this Schedule
13D.
Page 5 of 8 Pages
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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.
Dated: July 26, 1996
ESTRIN EQUITIES LIMITED PARTNERSHIP
By: HSG Acquisition Co.
(general partner)
By: /s/ MELVYN J. ESTRIN
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Melvyn J. Estrin, President
/s/ MELVYN J. ESTRIN
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Melvyn J. Estrin
Page 6 of 8 Pages
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EXHIBIT INDEX
Exhibit No. Document Page No.
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1 Information concerning
transactions in Ben Franklin
Shares during the past sixty
days is filed herewith on
Exhibit 1 to this Schedule
13D.
Page 7 of 8 Pages
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EXHIBIT 1
Information Concerning Transactions
in Ben Franklin Shares Effected
by any of the Reporting Persons
During the Past Sixty Days
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The following transactions were effected on the New York
Stock Exchange, Inc. The price per share excludes brokerage
commissions.
Date Shares
Name of Sale Sold Price Per Share
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Estrin Equities 7/15/96 3,000 $13/32
Limited Partnership 7/16/96 20,000 13/32
7/17/96 36,666 13/32
7/17/96 27,000 3/8
7/17/96 5,499 13/32
7/19/96 10,000 11/32
7/22/96 10,000 5/16
7/23/96 10,000 11/32
7/24/96 10,000 11/32
Page 8 of 8 Pages
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