----------------------------------
OMB APPROVAL
----------------------------------
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per form............ 14.90
----------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
BEN FRANKLIN RETAIL STORES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01
- --------------------------------------------------------------------------------
(Title of Class of Securities)
081499105
- --------------------------------------------------------------------------------
(CUSIP Number)
Benjamin Raphan, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue, New York, New York 10174 (212) 573-4300
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
August 9, 1996
- --------------------------------------------------------------------------------
(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|_|. (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 1 of 9 Pages
<PAGE>
SCHEDULE 13D
- ------------------- -----------------
CUSIP NO. 081499105 Page 2 of 9 Pages
- ------------------- -----------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norman J. Wechsler
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(a) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,290,836 (includes 801,677 shares issuable upon
SHARES conversion of convertible notes)
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH Not Applicable
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,290,836 (includes 801,677 shares issuable upon
conversion of convertible notes)
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,290,836 (includes 801,677 shares issuable upon conversion of
convertible notes)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 9 Pages
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.01 per share
("Common Stock"), issued by Ben Franklin Retail Stores, Inc., a Delaware
corporation (the "Issuer"), whose principal executive offices are located at 500
E. North Avenue, Carol Stream, Illinois 60188-2168.
Item 2. Identity and Background.
This statement is filed by (i) Wechsler & Co., Inc., a New York
corporation ("WCI"), a broker-dealer registered under Section 15 of the
Securities Exchange Act of 1934, as amended, and (ii) Norman J. Wechsler,
Chairman of the Board, President and the principal shareholder of Wechsler &
Co., Inc. and, as of August 9, 1996, Chairperson of the Official Committee of
Subordinated Debenture Holders of the Issuer, in proceedings seeking an
arrangement under Chapter 11 of the Federal Bankruptcy Code pending in the
United States Bankruptcy Court for the North District of Illinois, Cases No.
96B-19482, etc. (together with WCI, the "Reporting Persons" and each, a
"Reporting Person"). The address of the Reporting Persons is 105 South Bedford
Road, Suite 310, Mount Kisco, New York 10549. Mr. Wechsler is a United States
citizen.
None of the Reporting Persons has, during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and 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 violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The 1,290,836 shares of Common Stock of the Issuer beneficially owned
by the Reporting Persons were acquired with working capital funds of WCI. Of
such number of shares, 489,159 shares held by WCI were acquired for an aggregate
of $1,168,054.52 and $6,213,000 aggregate principal amount of 7 1/2% Convertible
Subordinated Notes due June 1, 2003 (the "Notes") of the Issuer (convertible
into 801,677 shares of Common Stock) were acquired for an aggregate of
$4,021,705.25.
Item 4. Purpose of Transaction.
WCI acquired 95,700 shares of Common Stock and $2,405,000 aggregate
principal amount of Notes held in its investment accounts for investment
purposes and the 369,459 shares of Common Stock and the $3,808,000 aggregate
principal
Page 3 of 9 Pages
<PAGE>
amount of Notes held in its trading accounts pursuant to trading activities as a
market maker for the Common Stock and Notes of the Issuer. Depending upon market
conditions and other factors that the Reporting Persons may deem material, WCI
may purchase additional securities of the Issuer for investment, in the open
market or private transactions, or WCI may dispose of all or a portion of the
securities of the Issuer WCI now owns or hereafter may acquire for the
investment accounts of WCI. WCI intends to continue to engage in purchase and
sale transactions in Common Stock and Notes of the Issuer through its trading
accounts in connection with its market making activities.
Except as set forth in this Item 4, the Reporting Persons have no
current plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) According to the Issuer's Form 10-Q for the quarter ended
December 31, 1995, there were outstanding 5,462,750 shares of Common Stock on
January 31, 1996. The Reporting Persons beneficially own 1,290,836 shares of
Common Stock (which amount includes 801,677 shares issuable upon conversion of
$6,213,000 aggregate principal amount of Notes), comprising 20.6% of the issued
and outstanding shares of Common Stock. WCI makes a market in the Common Stock
and Notes of the Issuer and purchases and sales of Common Stock and Notes in its
trading accounts constitute market making activities. WCI has the sole power to
vote and dispose of the shares of Common Stock and Notes owned directly by it
and Mr. Wechsler, in his capacity as the principal shareholder, Chairman of the
Board and President of WCI, has the sole power to direct the vote and
disposition of the shares of Common Stock owned directly by WCI.
(c) During the last 60 days, WCI made the following purchases and sales
of shares of Common Stock and Notes in open market transactions on the NASDAQ
SmallCap Market:
Page 4 of 9 Pages
<PAGE>
Market Making Transactions
No. of Price
Transaction Shares Per
Date Purchased Share
---- --------- -----
June 21, 1996 1,000 $1.875
June 24, 1996 1,000 1.625
June 26, 1996 1,000 1.50
June 26, 1996 1,000 1.375
June 26, 1996 1,000 1.25
June 26, 1996 1,000 1.125
June 26, 1996 8 1.00
July 2, 1996 1,000 1.00
July 2, 1996 250 0.875
July 8, 1996 1,000 0.875
July 9, 1996 1,000 0.75
July 11, 1996 1,000 0.625
July 12, 1996 1,000 0.50
August 8, 1996 1,000 0.1875
Principal Amount Price per $100
of Notes Principal
Purchased Amount of Notes
--------- ---------------
June 21, 1996 $ 10,000 $55.00
June 24, 1996 30,000 52.00
June 26, 1996 10,000 50.00
July 8, 1996 10,000 47.00
July 8, 1996 10,000 45.00
July 11, 1996 20,000 30.50
July 18, 1996 10,000 26.00
July 30, 1996 10,000 15.50
July 30, 1996 1,190,000 12.00
July 31, 1996 25,000 11.50
Principal Amount
of Notes Sold
-------------
June 18, 1996 $ 10,000 $66.500
June 19, 1996 50,000 61.375
June 27, 1996 10,000 53.000
July 5, 1996 5,000 49.875
July 8, 1996 6,000 50.000
July 9, 1996 12,000 43.000
July 10, 1996 10,000 33.000
July 11, 1996 20,000 34.500
July 15, 1996 5,000 32.000
Page 5 of 9 Pages
<PAGE>
Investment Account Transactions
No. of Price
Transaction Shares Per
Date Sold Share
---- ---- -----
August 8, 1996 25,000 $.25
Price per $100
Principal Amount Principal
Date of Notes Sold Amount of Notes
---- ------------- ---------------
July 10, 1996 $100,000 $30.925
July 10, 1996 200,000 33.000
July 15, 1996 25,000 33.250
July 30, 1996 500,000 13.000
Except as reported above, the Reporting Persons have not effected any
transactions in shares of Common Stock or Notes during the past 60 days.
(d) The Reporting Persons affirm that no person, other than the
Reporting Persons, has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the shares of Common Stock
described in this Item 5.
(e) It is inapplicable for the purposes hereof to state the date on
which the Reporting Persons ceased to be the owners of more than five percent of
the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as set forth above, the Reporting Persons do 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 such securities, finder's fees, joint
ventures, loan or options arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
Item 7. Materials to be filed as Exhibits.
Exhibit 1 Joint Filing Agreement by Norman
J. Wechsler and Wechsler & Co., Inc.
dated as of August 9, 1996
Page 6 of 9 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATE: August 16, 1996
WECHSLER & CO., INC.
By: /s/ Norman J. Wechsler
--------------------------------
Norman J. Wechsler, President
/s/ Norman J. Wechsler
--------------------------------
Norman J. Wechsler
Page 7 of 9 Pages
<PAGE>
EXHIBIT 1
The undersigned hereby agree, pursuant to Rule 13-d- 1(f)(1) to file a
joint statement on Schedule 13D and amendments thereto pertaining to their
shares of Common Stock of Ben Franklin Retail Stores, Inc.
This agreement may be terminated for any reason by any party hereto
immediately upon the personal delivery or facsimile transmission of notice to
that effect to the other party hereto.
Date: August 9, 1996
WECHSLER & CO., INC.
By: /s/ Norman J. Wechsler
-----------------------------
Norman J. Wechsler,
President
/s/ Norman J. Wechsler
-----------------------------
Norman J. Wechsler
Page 8 of 9 Pages
