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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. 7 )*
CRW Financial, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
126276104
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(CUSIP Number)
J. Brian O'Neill
443 South Gulph Road, King of Prussia, PA 19406
(610) 878-7425
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 12, 1996
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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 |_|.
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>
SCHEDULE 13D
CUSIP No. 126276104
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Brian O'Neill
###-##-####
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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*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 2,221,193
SHARES ____________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH ____________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,221,193
WITH ____________________________________________________
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,196,193
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.60%
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14 TYPE OF REPORTING PERSON*
IN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This statement relates to shares of the common stock, par value $0.01
per share ("Common Stock"), of CRW Financial, Inc. (the "Issuer"). The Issuer's
principal executive offices are located at 443 South Gulph Road, King of
Prussia, PA 19406.
Item 2. Identity and Background.
(a) Name: J. Brian O'Neill (the "Reporting Person")
(b) Residence or business address: CRW Financial, Inc.,
443 South Gulph Road, King of Prussia, PA 19406
(c) Present principal occupation: Chief Executive Officer of
Issuer at Issuer's principal executive offices
set forth in Item 1 ahove.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding.
(e) During the last five years, the Reporting Person has not been
a party to a civil proceeding the result of which was or is to
enjoin future violations of, or prohibit or mandate activities
subject to, federal or state securities laws or a civil
proceeding finding any violation with respect to such laws.
(f) Citizenship: United States
Item 3. Source and Amount of Funds or Other Consideration.
On December 5, 1996 the reporting person sold 50,000 shares of
common stock at $8.70 per share and 50,000 shares at $9.2505
Item 4. Purpose of Transaction.
Securities of the Issuer beneficially owned by the Reporting Person as
set forth herein were purchased for investment. The Reporting Person
does not at this time have any plans or proposals with respect to the
issuer as described in Item 4(a)-(j) of Schedule 13D. Subject to
availability, price and applicable laws and regulations, the Reporting
Person may purchase additional shares of Common Stock or other
securities of the Issuer or may sell or otherwise dispose of any or all
of such securities now owned or hereafter acquired on such terms and at
such prices as it may from time to time determine.
Item 5. Interest in Securities of the Issuer.
(a) As of December 11, 1996, the Reporting Person beneficially
owned 2,196,193 shares of Common Stock, constituting
approximately 28.60% of the outstanding shares of Common
Stock.
(b) The Reporting Person has sole power to vote or to direct the
vote, and the sole power to dispose or to direct the
disposition of all shares of the Common Stock beneficially
owned by it and described herein and shared power to vote or
to direct the vote, and shared power to dispose or to direct
the disposition of all shares of the Common Stock beneficially
owned by it and described herein .
(c) See response to Item 3 above.
(d) Not applicable.
(e) Not applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Eustace Wolfington, the Reporting Person's uncle, owns 71,219
shares of Common Stock and Eustace W. Mita, the Reporting Person's cousin,
beneficially owns 24,100 shares of Common Stock. On July 19, 1995, Mr.
Wolfington, Mr. Mita and the Reporting Person had reached an oral understanding
to cosider under mutually agreeable circumstances possibly voting together
withrespect to certain matter submitted to vote of the Company's stockholders.
During August 1996, however, such individuals decided not to further consider
voting together with respect to any matter submitted to a vote of the
stockholder of the Company. The Reporting Person disclaims being part of any
group with respect to the Issuer.
Item 7. Material to Be Filed as Exhibits.
None.
<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.
DATE: By:
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J. BRIAN O'NEILL
