ARDEN GROUP INC
10-C, 1994-09-28
GROCERY STORES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-C

                 REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM

  FILED PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                      AND RULE 13a-17 OR 15d-17 THEREUNDER


                                ARDEN GROUP, INC.
- - --------------------------------------------------------------------------------
                 (Exact name of issuer as specified in charter)

                  2020 South Central Avenue, Compton, CA 90220
- - --------------------------------------------------------------------------------
                    (Address of principal executive offices)

Issuer's telephone number, including area code  (310) 638-2842
                                               ---------------------------------



                    I. CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of 5% or more in the number of shares
outstanding:

1. Title of security  Class A Common Stock, $.25 par value per share
                     -----------------------------------------------------------
2. Number of shares outstanding before the change  1,269,405
                                                  ------------------------------
3. Number of shares outstanding after the change  984,233
                                                 -------------------------------
4. Effective date of change  September 27, 1994
                            ----------------------------------------------------
5. Method of change:
   Specify method (such as merger, acquisition, exchange, distribution, stock
   split, reverse split, acquisition of stock for treasury, etc.)  Issuer tender
                                                                  --------------
   offer
   -----------------------------------------------------------------------------
   Give brief description of transaction  Issuer acquired 285,172 shares of its
                                         ---------------------------------------
   Class A Common Stock at $52 per share, for an aggregate purchase price of
   -----------------------------------------------------------------------------
   $14,828,944, pursuant to an Offering Statement dated August 17, 1994.
   -----------------------------------------------------------------------------


                          II. CHANGE IN NAME OF ISSUER

1. Name prior to change ________________________________________________________

2. Name after change ___________________________________________________________

3. Effective date of charter amendment changing name ___________________________

4. Date of shareholder approval of change, if required _________________________


Date  September 28, 1994                             ERNEST T. KLINGER
      -------------------------------        -----------------------------------
                                                (Officer's signature & title)

                                             Ernest T. Klinger, Vice President
                                             Finance and Administration and
                                             Chief Financial Officer

                                                                 SEC 1811 (5/91)

<PAGE>

                                  INSTRUCTIONS

A. Form 10-C shall be used for reports under Section 13, or 15(d) of the
   Securities Exchange Act of 1934 filed pursuant to Rule 13a-17, or 15d-17,
   thereunder.

B. Four copies of each report on this form shall be filed with the Securities
   and Exchange Commission at 450 5th Street, N.W., Washington, D.C. 20549.  In
   addition, a copy shall be furnished to the National Association of Securities
   Dealers, Inc. (NASD), Department F-10-S, 17 Battery Place, New York, New York
   10004.  At least one of the copies filed shall be manually signed by an
   officer of the issuer.  Unsigned copies shall be conformed.

C. Each report shall be filed by an issuer upon being notified that any class of
   its securities is to be quoted on the NASDAQ interdealer quotations system
   not later than ten days after the first date on which any aggregate increase
   or decrease in the amount of securities of such class outstanding exceeds
   five percent of the amount of the class outstanding as last reported.  A
   report shall also be required from any issuer quoted on the system of any
   corporate name change not later than 10 days after the change.


D. The General Rules and Regulations under the Act contain certain general
   requirements applicable to reports on any form.  These general requirements
   should be carefully read and observed in the preparation and filing of
   reports on this form.

E. The Commission does not furnish blank forms for its filing requirements.
   However, copies of this form may be duplicated in reporting the requested
   information.

F. Nothing required by this form shall be construed, however, to relieve any
   issuer of any obligations to file any other report required under this Act or
   rules promulgated thereunder with respect to the changes set forth in
   instruction C above.




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