-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, rYSvqMawiNeg/upDDA26O/R9/TPNKvlUrkcBZCLweTZ/V4/0Ep0AwWw/8zBQ8Z7x JcOF4FArYXKGHkdeNkQ+bw== 0000896131-94-000006.txt : 19940217 0000896131-94-000006.hdr.sgml : 19940217 ACCESSION NUMBER: 0000896131-94-000006 CONFORMED SUBMISSION TYPE: SC 13D/A CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OSHKOSH B GOSH INC CENTRAL INDEX KEY: 0000075042 STANDARD INDUSTRIAL CLASSIFICATION: 2300 IRS NUMBER: 390519915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 34 SEC FILE NUMBER: 005-33438 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 112 OTTER AVE STREET 2: P O BOX 300 CITY: OSHKOSH STATE: WI ZIP: 54901 BUSINESS PHONE: 4142318800 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QUARLES & BRADY CENTRAL INDEX KEY: 0000896131 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE EAST CAMELBACK ROAD SUITE 400 CITY: PHOENIX STATE: AZ ZIP: 850121659 SC 13D/A 1 2ND 13D DOC THIS DOCUMENT IS AN ELECTRONIC CONFIRMATION COPY OF THE AMENDMENT NO. 1 TO SCHEDULE 13D FILED ON FEBRUARY 11, 1994 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* OshKosh B'Gosh, Inc. (Name of Issuer) Class B Common Stock (Title of Class of Securities) 688222 30 6 (CUSIP Number) Thomas R. Hyde, 109 Chapin Parkway, Buffalo, New York 14209 (716) 882-5210 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 1993 (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). SCHEDULE 13D CUSIP No. 688222 30 6 Page 2 of 6 Pages 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Thomas R. Hyde ###-##-#### 2. Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds* Not Applicable 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 Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 90,701 8. Shared Voting Power 12,146 9. Sole Dispositive Power 90,701 10. Shared Dispositive Power 12,146 11. Aggregate Amount Beneficially Owned by Each Reporting Person 102,847 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13. Percent of Class Represented by Amount in Row (11) 7.9% 14. Type of Reporting Person* IN SCHEDULE 13D - AMENDMENT NO. 1 Thomas R. Hyde OshKosh B'Gosh, Inc. Item 1. Security and Issuer. Issuer: OshKosh B'Gosh, Inc. (the "Company") 112 Otter Avenue Oshkosh, Wisconsin 54901 Security: Class B Common Stock, par value $.01 per share Item 2. Identity and Background. The securities are beneficially owned by Thomas R. Hyde. Mr. Hyde is an attorney with Hodgson, Russ, Andrews, et al., 1800 One M&T Plaza, Buffalo, New York 14203-2391. Mr. Hyde is a citizen of the United States. Mr. Hyde has not been convicted in any criminal proceedings during the last five years, nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in the enjoining of future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws during the last five years. Item 3. Source and Amount of Funds or Other Consideration. Since the filing of Mr. Hyde's original Schedule 13D, he has only acquired Class B Common Stock through bona fide gifts. Item 4. Purpose of Transaction. Since the filing of Mr. Hyde's original Schedule 13D, he has only acquired Class B Common Stock through bona fide gifts, which have increased his holdings of the voting stock of the Company. Mr. Hyde's percentage increase in Class B Common Stock is primarily the result of an amendment to the Company's Restated Certificate of Incorporation, adopted by shareholders at the 1993 Annual Meeting, which made shares of Class B Common Stock convertible into shares of Company Class A Common Stock on a share-for-share basis. As a result of adoption of this amendment and subsequent shareholder conversions, the number of shares of Class B Common Stock outstanding has been substantially reduced and caused those persons who have elected not to convert to have a greater degree of control over the Company as measured by percentage ownership of Class B Common Stock. Mr. Hyde has no other present plans or proposals which relate to or would result in: the acquisition or disposition of additional securities of the Company; any extraordinary transaction involving the Company; any material sale or transfer of the Company's assets; any change in the present board of directors or management of the Company; any material change in the Company's present capitalization, dividend policy, business or corporate structure; any change in the Company's articles of incorporation or bylaws; the cessation of quotation of a class of the Company's equity securities on NASDAQ; or the termination of registration of a class of the Company's equity securities under the Securities Exchange Act of 1934. Item 5. Interest in Securities of the Issuer. Mr. Hyde beneficially owns 102,847 shares of Class B Common Stock, representing 7.9% of the outstanding shares of such securities on December 31, 1993. Mr. Hyde has sole voting and investment power as to 90,701 shares of Class B Common Stock. Mr. Hyde shares voting and investment power as to 12,146 shares of Class B Common Stock with his spouse and minor children. The total beneficial shareholdings of Class B Common Stock listed above excludes shares held by certain trusts of which Mr. Hyde is an income beneficiary but to which he disclaims beneficial ownership. Mr. Hyde's percentage ownership of Class B Common Stock will be subject to continued fluctuation based upon other shareholders' conversions of Class B Common Stock for Class A Common Stock. During the past 60 days, Mr. Hyde has had the following transaction in shares of Class B Common Stock: Type of No. of Price per Date Transaction Shares Share 12/7/93 Acquisition by Gift 1,000 Not Applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. All of the Class B Common Stock held directly or indirectly by any descendant or the spouse of a descendant of Earl W. Wyman, deceased (including, among others, Charles F. Hyde, Joyce W. Hyde, the Earl W. Wyman Trusts, Thomas R. Wyman, William F. Wyman, Douglas W. Hyde, Michael D. Wachtel, Margaret H. Wachtel and Thomas R. Hyde), is subject to a cross purchase agreement pursuant to which the shares generally may not be transferred except to such a descendant or spouse of a descendant unless they have been offered first to the other persons subject to the cross purchase agreement. A total of approximately 1,035,655 shares of the Class B Common Stock is currently subject to the agreement, representing approximately 79.4% of the total amount of the Class B Common Stock issued and outstanding. Item 7. Material to be Filed as Exhibits. 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. Date: February 7, 1994. /s/ Thomas R. Hyde Thomas R. Hyde -----END PRIVACY-ENHANCED MESSAGE-----