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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)*
STEARNS & LEHMAN, INC.
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(Name of Issuer)
COMMON SHARES, no par value
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(Title of Class of Securities)
857890 10 7
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(CUSIP Number)
William C. Stearns
Stearns & Lehman, Inc.
30 Paragon Parkway
Mansfield, Ohio 44903
(419) 522-2722
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 25, 1997
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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 [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13-1(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.)
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SCHEDULE 13D
CUSIP NO. 857890 10 7
1. NAME OF REPORTING PERSON William D. Stearns
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. SOURCE OF FUNDS 00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 614,391 common shares
8. SHARED VOTING POWER: -0-
9. SOLE DISPOSITIVE POWER: 614,391 common shares
10. SHARED DISPOSITIVE POWER: -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 614,391 common shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11): 18.7%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN
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Item 1. Security and Issuer.
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This Schedule 13D relates to common shares, no par value (the
"Common Shares"), of Stearns & Lehman, Inc., an Ohio corporation (the "Issuer"),
the principal executive offices of which are located at 30 Paragon Parkway,
Mansfield, Ohio 44903.
Item 2. Identity and Background.
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The following sets forth certain information regarding the
reporting person:
a) Name - William C. Stearns
b) Business Address -30 Paragon Parkway, Mansfield, Ohio 44903.
c) Principal Occupation and Employer - President, Treasurer and Director
of Stearns & Lehman, Inc., 30 Paragon Parkway, Mansfield, Ohio 44903, a
manufacturer and marketer of specialty food products, including coffee
and espresso flavoring, syrups, oils and toppings, extracts,
flavorings, sauces, dressings and specialty sugars.
d) During the last five years, the reporting person has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
e) During the last five years, the reporting person has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding has been 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) The reporting person is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
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N/A
Item 4. Purpose of Transaction
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On July 15, 1997, the reporting person sold 30,000 Common
Shares in the open market for $4.75 per Common Share. On September 25, 1997, the
reporting person sold 30,000 Common Shares in the open market for $5.00 per
Common Share. On December 1, 1997, the reporting person sold 5,000 Common Shares
in the open market for $5.125 per Common Share. On December 2, 1997, the
reporting person sold 2,625 Common Shares in the open market at $5.25 per Common
Share. All sales discussed above were made in accordance with Rule 144. The
reporting person has no plans or proposals which relate to or would result in
any of the events or changes described in sub-items (a) through (j) of Item 4 of
Schedule 13D.
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Item 5. Interest in Securities of the Issuer.
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(a) and (b) The aggregate number and percentage of Common Shares
beneficially owned by the reporting person as of January 9, 1998,
and the nature of such ownership is as follows:
NATURE OF PERCENT
COMMON SHARES BENEFICIAL OWNERSHIP OF CLASS (1)
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614,391 Sole Voting and Sole Dispositive 18.7%
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(1) Does not include 681,916 Common Shares held by the wife of the
reporting person with respect to which the reporting person disclaims
beneficial ownership and has no voting or investment power.
(c) Other than the transactions reported in Item 4, the reporting
person has not effected any transactions in Common Shares
during the past sixty days.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Common Shares beneficially owned by the reporting
person as set forth in Item 11 of the cover page to this
Schedule 13D.
(d) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
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Securities of the Issuer.
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There are no contracts, arrangements, understandings or
relationships (legal or otherwise) not disclosed in Item 5 between the reporting
person and any other person with respect to any securities of the Issuer.
Item 7. Material to be filed as Exhibits.
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None.
SIGNATURE
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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.
Date: January 15, 1998 /s/ William C. Stearns
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William C. Stearns
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