MADDEN STEVEN LTD
SC 13G, 1998-03-12
FOOTWEAR, (NO RUBBER)
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934



                               Steven Madden, Ltd.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    556269108
                                 (CUSIP Number)


                                December 31, 1997
             (Date of Event Which Requires Filing of this Statement)


- --------------------------------------------------------------------------------

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

| |      Rule 13d-1(b)

|X|      Rule 13d-1(c)

| |      Rule 13d-1(d)


<PAGE>

- --------------------------------------------------------------------------------
  1      NAME OF REPORTING PERSON:
         Robert F. Greenbaum

         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
- --------------------------------------------------------------------------------
  2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                      (a)   | |
                                                                      (b)   |X|
- --------------------------------------------------------------------------------
  3      SEC USE ONLY


- --------------------------------------------------------------------------------
  4      CITIZENSHIP OR PLACE OF ORGANIZATION

         United States of America
- --------------------------------------------------------------------------------
                     5    SOLE VOTING POWER

                          85,340
                   -------------------------------------------------------------
       NUMBER        6    SHARED VOTING POWER
     OF SHARES
    BENEFICIALLY          747,550
      OWNED BY
                   -------------------------------------------------------------
        EACH         7    SOLE DISPOSITIVE POWER
     REPORTING
    PERSON WITH           85,340
                   -------------------------------------------------------------
                     8    SHARED DISPOSITIVE POWER
                          747,550
- --------------------------------------------------------------------------------
  9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            

        747,550

- --------------------------------------------------------------------------------
 10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                             | |
- --------------------------------------------------------------------------------
 11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                8.9%

- --------------------------------------------------------------------------------
 12     TYPE OF REPORTING PERSON*

                IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

- --------------------------------------------------------------------------------
  1     NAME OF REPORTING PERSON:
        Frances S. Greenbaum

        I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
- --------------------------------------------------------------------------------
  2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                       (a)   | |
                                                                       (b)   |X|
- --------------------------------------------------------------------------------
  3      SEC USE ONLY
 


- --------------------------------------------------------------------------------
  4      CITIZENSHIP OR PLACE OF ORGANIZATION

         United States of America
- --------------------------------------------------------------------------------
                       5    SOLE VOTING POWER

                            662,210
                     -----------------------------------------------------------
       NUMBER          6    SHARED VOTING POWER
     OF SHARES
    BENEFICIALLY            747,550
      OWNED BY
                     -----------------------------------------------------------
        EACH           7    SOLE DISPOSITIVE POWER
     REPORTING
    PERSON WITH             662,210
                     -----------------------------------------------------------
                       8    SHARED DISPOSITIVE POWER

                            747,550
- --------------------------------------------------------------------------------
  9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

        747,550

- --------------------------------------------------------------------------------
 10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                             | |
- --------------------------------------------------------------------------------
 11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9             8.9%

- --------------------------------------------------------------------------------
 12     TYPE OF REPORTING PERSON*

                                    IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>


Item 1.

     (a) The name of the issuer is Steven Madden, Ltd.

     (b) The  address  of the  issuer's  principal  executive  offices  is 52-16
Barnett Avenue, Long Island City, New York 11104.

Item 2.

     (a) This  statement  on  Schedule  13G is  filed on  behalf  of  Robert  F.
Greenbaum and Frances S. Greenbaum.

     (b) The residential address of Robert F. Greenbaum and Frances S. Greenbaum
is 809 Hillstead Drive, Lutherville, Maryland 21093.

     (c) Robert F.  Greenbaum and Frances S.  Greenbaum are both citizens of the
United States of America.

     (d) The  title  of the  class of  securities  to which  this  statement  on
Schedule 13G applies is the Common Stock of Steven Madden, Ltd.

     (e) The CUSIP  number  for the  Common  Stock of  Steven  Madden,  Ltd.  is
556269108.

Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b)or 240.13d-2(b)
        or (c), check whether the person filing is a:

     (a) | | Broker or dealer  registered  under  section  15 of the Act 
     (b) | | Bank as defined in section  3(a)(6) of the Act
     (c) | | Insurance  company as defined in section 3(a)(19) of the Act
     (d) | | Investment  company registered under section 8 of the  Investment
             Company Act of 1940
     (e) | | An investment adviser in accordance  with  ss.240.13d-1(b)(1(ii)(E)
     (f) | | An  employee benefit plan or endowment fund in accordance with
             ss.240.13d-1(b)(1)(ii)(F)
     (g) | | A parent holding  company or control  person  in  accordance   with
             ss.240.13d-1(b)(1)(ii)(G)
     (h) | | A savings  association  as  defined in section 3(b) of the  Federal
             Deposit  Insurance  Act
     (i) | | A church plan that is excluded from the definition of an investment
             company  under section 3(c)(14) of the  Investment  Company  Act of
             1940
     (j) | | Group,  in  accordance  with ss.240.13d-1(b)-1(ii)(J)

     If this statement is filed pursuant to ss.240.13d-1(c), check this box. |X|

<PAGE>


Item 4.  Ownership

         (a) Robert F.  Greenbaum and Frances S.  Greenbaum,  who are members of
the same household, collectively,  beneficially own 747,550 shares of the Common
Stock of Steven Madden,  Ltd.,  which amount  includes 54,760 Class B Redeemable
Common Stock Purchase Warrants currently exercisable for 54,760 shares of Common
Stock.

         (b) Robert F.  Greenbaum and Frances S.  Greenbaum,  collectively,  own
8.9% of the issued and outstanding Common Stock of Steven Madden, Ltd.

         (c) Robert F. Greenbaum and Frances S.  Greenbaum,  collectively,  have
shared power to vote or to direct the vote of 747,550 shares of the Common Stock
of Steven Madden,  Ltd. and shared power to dispose or to direct the disposition
of 747,550 shares of the Common Stock of Steven Madden, Ltd. Robert F. Greenbaum
has sole  power to vote or to  direct  the vote of 85,340  shares of the  Common
Stock of  Steven  Madden,  Ltd.  and sole  power to  dispose  or to  direct  the
disposition of 85,340 shares of the Common Stock of Steven Madden,  Ltd. Frances
S.  Greenbaum has sole power to vote or to direct the vote of 662,210  shares of
the Common Stock of Steven  Madden,  Ltd. and sole power to dispose or to direct
the disposition of 662,210 shares of the Common Stock of Steven Madden, Ltd.

Item 5.  Ownership of Five Percent or Less of a Class

         If this statement is being filed to report the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities, check the following | |.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person

         N/A

Item 7.  Identification and Classification  of the Subsidiary Which Acquired the
         Security Being Reported on By the Parent Holding Company

         N/A

Item 8.  Identification and Classification of Members of the Group

         N/A

Item 9.  Notice of Dissolution of Group

         N/A

<PAGE>

Item 10. Certification

         By  signing  below I  certify  that,  to the best of my  knowledge  and
belief, the securities  referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing  the control of the
issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.


<PAGE>


                                    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: March 10, 1998



                                                      /s/Robert F. Greenbaum
                                                      ----------------------
                                                      Robert F. Greenbaum
                                                      


                                                      /s/Frances S. Greenbaum
                                                      -----------------------
                                                      Frances S. Greenbaum



<PAGE>


                                    EXHIBIT 1

                             Joint Filing Agreement

         Each of the undersigned  hereby  acknowledges and agrees, in accordance
with Rule  13d-1(f)(1),  as  promulgated  under  Sections 13(d) and 13(g) of the
Securities  Exchange Act of 1934, as amended,  that the  foregoing  statement on
Schedule  13G is  filed  on  behalf  of each of the  undersigned  and  that  all
subsequent amendments to this statement on Schedule 13G shall be filed on behalf
of each of the  undersigned  without the  necessity of filing  additional  joint
filing  agreements.  The undersigned each hereby  acknowledges that he or she is
responsible  for the timely  filing of this  statement on Schedule  13G, and any
amendments  thereto,  and for the  completeness  and accuracy of the information
relating to him or her in this statement on Schedule 13G, as amended,  but shall
not be responsible with regard to information concerning other persons unless he
or she knows or has reason to know that the information is inaccurate.

Dated: March 10, 1998


                                                      
                                                      /s/Robert F. Greenbaum
                                                      ----------------------
                                                      Robert F. Greenbaum
                                                      


                                                      /s/Frances S. Greenbaum
                                                      -----------------------
                                                      Frances S. Greenbaum





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