TREND LINES INC
SC 13G, 1999-02-10
CATALOG & MAIL-ORDER HOUSES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 4)

                                Trend-Lines, Inc.
 ------------------------------------------------------------------------------
                                (Name of Issuer)

                      Class A Common Stock, $.01 Par Value
 ------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   894859-10-7
                       -----------------------------------
                                 (CUSIP Number)


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

     Rule 13d-1(b)
     Rule 13d-1(c)
|X|  Rule 13d-1(d)

* 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>
CUSIP NO. 894859-10-7

- --------------------------------------------------------------------------
1.    NAME OF REPORTING PERSON
      I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      Emilia F. Black
- --------------------------------------------------------------------------
2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

      (a)   N/A

      (b)
- --------------------------------------------------------------------------
3.    SEC USE ONLY


- --------------------------------------------------------------------------
4.    CITIZENSHIP OR PLACE OF ORGANIZATION      U.S.A.


- --------------------------------------------------------------------------
     NUMBER OF       5.    SOLE VOTING POWER             939,016

       SHARES
                     -----------------------------------------------------
    BENEFICIALLY     6.    SHARED VOTING POWER         1,188,500

      OWNED BY
                     -----------------------------------------------------
        EACH         7.    SOLE DISPOSITIVE POWER        939,016

     REPORTING
                     -----------------------------------------------------
       PERSON        8.    SHARED DISPOSITIVE POWER    1,188,500

       WITH:
- --------------------------------------------------------------------------
9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
      2,513,621


- --------------------------------------------------------------------------
10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
      SHARES*     [X]


- --------------------------------------------------------------------------
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    28.4%


- --------------------------------------------------------------------------
12.   TYPE OF REPORTING PERSON*     In


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

                     * SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1

(a)   Name of Issuer:   Trend Lines, Inc.

(b)   Address of Issuer's Principal Executive Offices:
      135 American Legion Highway, Revere, Massachusetts  02151

ITEM 2

(a)   Name of Person Filing:  Emilia F. Black

(b)   Address of Principal Business Office or, if none, Residence:
      135 American Legion Highway, Revere, Massachusetts  02151

(c)   Citizenship:      USA

(d)   Title of Class of Securities: Class A Common Stock, $.01 par value
      ("Class A Common Stock")

(e)   CUSIP Number:  894859-10-7

ITEM 3

Not Applicable
<PAGE>
ITEM 4

Ownership:

      (a) Amount  Beneficially  Owned: Of the 2,513,621 shares of Class A Common
Stock deemed  beneficially  owned by the reporting person,  the reporting person
has the right to acquire  2,380,649  shares  upon  conversion  of such shares of
Class B Common  Stock of the  issuer as to which  the  reporting  person  may be
deemed to be the beneficial owner,  which are convertible at any time into Class
A Common Stock on a one to one share basis.

      The shares deemed  beneficially  owned by the reporting person are held of
record by certain trusts of which the reporting person is a trustee, beneficiary
or settlor and a limited  partnership of which the reporting person is a general
partner.

      Of the 2,513,621 shares of Class A Common Stock deemed  beneficially owned
by the reporting person, the reporting person has the sole voting and investment
power with respect to 939,016 shares of Class A Common Stock deemed beneficially
owned by her.

      Of the 2,513,621 shares of Class A Common Stock deemed  beneficially owned
by the reporting person, the reporting person does not have voting or investment
power with respect to 298,093 shares of Class A Common Stock,  but has the right
to acquire such shares in her capacity as settlor of certain trusts.

      The reporting  person shares voting and  investment  power with respect to
1,188,500 shares of Class A Common Stock.

      Except for 298,093  shares of Class A Common Stock,  the reporting  person
disclaims  beneficial  ownership as to 4,228,131  shares of Class A Common Stock
deemed beneficially owned by the reporting person's spouse.

      (b) Percent of Class: 28.4%

      (c) Number of Shares as to which such person has:

          (i)   Sole power to vote or to direct the vote: 939,016 shares

          (ii)  Shared power to vote or to direct the vote: 1,188,500 shares

          (iii) Sole power to dispose or to direct the  disposition  of:
                     939,016 shares

          (iv)  Shared power to dispose or to direct the disposition of:
                     1,188,500 shares
<PAGE>
ITEM 5

Ownership of Five Percent or Less of Class:     Not Applicable

ITEM 6

Ownership of More than Five Percent on Behalf of Another Person:  Not Applicable

ITEM 7

Identification  and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company: Not Applicable

ITEM 8

Identification and Classification of Members of the Group:    Not Applicable

ITEM 9

Notice of Dissolution of Group:   Not Applicable.

ITEM 10

Certification:    Not Applicable

                                    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.


      2/8/99                  
Date

/s/  Emilia F. Black          
Signature

Emilia F. Black         
Name/Title


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