UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 19)*
STRAWBRIDGE & CLOTHIER
(Name of Issuer)
Series A Common Stock, par value $1 per share
(Title of Class of Securities)
863200 10 1
(CUSIP Number)
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.)
*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 13G
CUSIP No. 863200 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
G. Stockton Strawbridge
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
_________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF 275,649
SHARES
______________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,142,526
EACH
______________________________________________
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 64,648
WITH
______________________________________________
8 SHARED DISPOSITIVE POWER
1,353,527
_________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,418,175 (See Note 1)
_________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
_________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.0% (See Note 3)
_________________________________________________________________
12 TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13G
CUSIP No. 863200 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter S. Strawbridge
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
_________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF 40,117
SHARES
______________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 659,453
EACH
______________________________________________
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 40,117
WITH
______________________________________________
8 SHARED DISPOSITIVE POWER
659,453
_________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
699,570 (See Notes 1 and 2)
_________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
_________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6 % (See Note 3)
_________________________________________________________________
12 TYPE OF REPORTING PERSON*
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IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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FOOTNOTES TO SCHEDULE 13G
1. The shares beneficially owned are Series B Common Stock,
which is not registered under the Securities Act of 1934,
other than in the case of G. Stockton Strawbridge, 5,390
shares of Series A Common Stock, as to which he has shared
voting and dispositive power and in the case of Peter S.
Strawbridge, 666 shares of Series A Common Stock and 21,218
shares of Series A Common Stock subject to options as to
which he has sole voting and dispositive power. Beneficial
ownership of the Series B Common Stock, which is convertible
at all times into Series A Common Stock on a share-for-
share basis, pursuant to Rule 13d-3(d)(1)(i) is deemed to be
beneficial ownership of Series A Common Stock which is
registered under the Securities Exchange Act of 1934.
2. Includes 21,218 shares of Series A Common Stock issuable
within sixty days upon the exercise of stock options.
3. Percent of the Series A Common Stock deemed to be
outstanding at December 31, 1995, consisting of all the
shares of Series A Common Stock outstanding (7,471,781), the
shares of Series B Common Stock owned by the reporting
person and shares of Series A Common Stock subject to
options held by the reporting person.
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Item 1.
(a) Name of Issuer: Strawbridge & Clothier
(b) Address of Issuer's Principal Executive Offices:
801 Market Street
Philadelphia, PA 19107-3199
Item 2.
(a) Name of Person Filing: G. Stockton Strawbridge (GSS)
Peter S. Strawbridge (PSS)
(b) Address of Principal Business Office or, if none,
Residence:
801 Market Street
Philadelphia, PA 19107-3199
(c) Citizenship: U.S.A.
(d) Title of Class of Securities: Series A Common Stock,
par value $1 per share(1)
(e) CUSIP Number: 863200 10 1
* See Exhibit 1 attached hereto for identification and
classification of the other Reporting Persons.
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), 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
(e) / / Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G)(Note: See Item 7)
(h) / / Group, in accordance with Section 240.13d-
1(b)(1)(ii)(H)
* See Exhibit 1 attached hereto for identification and
classification of the other Reporting Persons.
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Item 4. Ownership
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any month
described in Rule 13d-1(b)(2), if applicable, exceeds five
percent, provide the following information as of that date and
identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned: 1,418,175 (GSS)
699,570 (PSS)
(b) Percent of Class: 16.0% (GSS)
8.6% (PSS)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote
275,649 (GSS)
40,117 (PSS)
(ii) shared power to vote or to direct the
vote
1,142,526 (GSS)
659,453 (PSS)
(iii) sole power to dispose or to direct the
disposition of
64,648 (GSS)
40,117 (PSS)
(iv) shared power to dispose or to direct
the
disposition of
1,353,527 (GSS)
659,453 (PSS)
** See Exhibit 1 attached hereto.
Instruction: For computations regarding securities which
represent a right to acquire an underlying
security see Rule 13d-3(d)(1).
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 / /.
Instruction: Dissolution of a group requires a response to this
item.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
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Other persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds
from the sale of 1,348,137 shares of Series B Common
Stock and 5,390 shares of Series A Common Stock. G.
Stockton Strawbridge, Henry M. Clews and William P.
Wood are trustees under two trusts, one of which holds
418,825 shares of Series B Common Stock and the other
of which holds 62,673 shares of Series B Common Stock
and 5,390 shares of Series A Common Stock. PNC Bank,
N.A. also is a trustee under the former trust. G.
Stockton Strawbridge and Paul E. Shipley are trustees
under a trust holding 211,001 shares of Series B Common
Stock. G. Stockton Strawbridge, Peter S. Strawbridge
and PNC Bank, N.A. are trustees under three trusts,
which hold 491,554 shares of Series B Common Stock and
are trustees under three other trusts which hold an
aggregate of 163,887 shares of Series B Common Stock.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company
See Exhibit 1 attached hereto for the identification
and classification of each of the Reporting Persons.
Item 8. Identification and Classification of Members of the
Group
Item 9. Notice of Dissolution of Group
Item 10. Certification
By signing below, I certify that to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such a purpose or
effect.
Date: February 14, 1996
Signature:
/s/ G. Stockton Strawbridge
Name/Title: G. Stockton Strawbridge
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By signing below, I certify that to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such a purpose or
effect.
Date: February 14, 1996
Signature:
/s/ Peter S. Strawbridge
Name/Title: Peter S. Strawbridge
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Exhibit 1
The undersigned hereby agree that the attached
statement is filed on behalf of each of G. Stockton Strawbridge
and Peter S. Strawbridge.
Date: February 14, 1996
/s/ G. Stockton Strawbridge
G. Stockton Strawbridge
Date: February 14, 1996
/s/ Peter S. Strawbridge
Peter S. Strawbridge
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