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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BEN FRANKLIN RETAIL STORES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01
- --------------------------------------------------------------------------------
(Title of Class of Securities)
081499105
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(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 20, 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 5 Pages
<PAGE>
SCHEDULE 13D
- ------------------- -----------------
CUSIP NO. 081499105 Page 2 of 5 Pages
- ------------------- -----------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norman J. Wechsler
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(a) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 1,211,659 (includes 872,000 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 1,211,659 (includes 872,000 shares issuable upon
conversion of convertible notes)
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,211,659 (includes 872,000 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)
19.1%
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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 5 Pages
<PAGE>
This Amendment No. 1 amends and supplements the Schedule 13D, dated August
16, 1996 (the "Schedule 13D"), of (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 WCI and
Chairperson of the Official Committee of Subordinated Debenture Holders of Ben
Franklin Retail Stores, Inc. (the "Issuer") (WCI and Norman J. Wechsler, the
"Reporting Persons") with respect to Common Stock, par value $.01 per share (the
"Common Stock") of the Issuer. Except as modified hereby, there has been no
change in the information previously reported in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
The $555,000 principal amount of 7 1/2% Convertible Subordinated Notes due
June 1, 2003 (the "Notes") described in Item 5(c) were purchased by WCI in open
market transactions using working capital in the amount of $99,231.25.
Item 5. Interest in Securities of the Issuer.
(a)-(b) According to the Company's Quarterly Report on Form 10-Q, for the
Quarter ended June 30, 1996, there were outstanding 5,462,750 shares of Common
Stock on July 31, 1996.
Wechsler & Co., Inc.
WCI owns 1,211,659 shares of Common Stock, comprising 19.1% of the issued and
outstanding shares of the Common Stock, including (i) 339,659 shares; and (ii)
872,000 shares issuable upon conversion of $6,758,000 aggregate principal amount
of Notes of the Issuer.
WCI has the sole power to vote and dispose of the shares of Common Stock and
Notes owned directly by it.
Norman J. Wechsler
Norman J. Wechsler beneficially owns 1,211,659 shares of Common Stock,
comprising 19.1% of the issued and outstanding shares of the Common Stock,
including (i) 339,659 shares owned by WCI; and (ii) 872,000 shares issuable upon
conversion of $6,758,000 aggregate principal amount of Notes of the Issuer. 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 and Notes owned directly by WCI.
Page 3 of 5 Pages
<PAGE>
(c) Since the filing of the Schedule 13D on August 20, 1996, WCI made the
following sales of shares of Common Stock and the following purchases and sales
of Notes in open market transactions on the NASDAQ SmallCap Market:
Market Making Transactions
No. of Price
Transaction Shares Per
Date Sold Share
---- ---- -----
August 13, 1996 29,800 $0.28125
Principal Amount Price per $100
of Notes Principal
Purchased Amount of Notes
--------- ---------------
August 13, 1996 $ 30,000 $15.25
August 13, 1996 25,000 17.125
August 14, 1996 500,000 18.075
Principal Amount Price per $100
of Notes Principal
Sold Amount of Notes
---- ---------------
August 13, 1996 $ 10,000 $18.00
Investment Account Transactions
No. of Price
Transaction Shares Per
Date Sold Share
----------- ------ -----
August 13, 1996 11,000 $0.25
August 15, 1996 12,500 0.25
August 16, 1996 43,000 0.25
August 19, 1996 29,000 0.25
August 19, 1996 200 0.28125
August 20, 1996 25,000 0.28125
Other than as set forth above in this Item 5(c), the Reporting Persons have
not effected any transactions in the Common Stock or Notes since the filing of
the Schedule 13D.
Page 4 of 5 Pages
<PAGE>
SIGNATURE
After reasonable inquiry, and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: August 23, 1996
WECHSLER & CO., INC.
By: /s/ Norman J. Wechsler
---------------------------------
Norman J. Wechsler, President
/s/ Norman J. Wechsler
---------------------------------
Norman J. Wechsler
Page 5 of 5 Pages
