SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 2
L. LURIA & SON, INC.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
550484-10-9
(CUSIP Number)
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the filing 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).
Page 1 of 7 pages
There are no exhibits
CUSIP No. 550484 10 9
(1) Names of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Persons
Henry S. Luria
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) (b)
(3) SEC Use Only
(4) Citizenship or Place of Organization U.S.A.
Number of (5) Sole Voting Power 126,104(1)
Shares Bene-
ficially (6) Shared Voting Power 57,954(2)
Owned by
Each Report- (7) Sole Dispositive Power 126,104(1)
ing Person
With (8) Shared Dispositive Power 57,954(2)
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person 184,058(1)(2)(3)
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [X]
(11) Percent of Class Represented by Amount in Row (9) 4.4%(4)
(12) Type of Reporting Person (See Instructions) IN
(1) Includes 15,704 shares of Common Stock and 110,400 shares of
Class B Stock, all of which are immediately convertible into
Common Stock. Voting power is calculated assuming conversion
of Class B Stock into Common Stock. Shares of Class B Stock
are entitled to ten votes for each share held and vote
separately as a class for the election of directors. Class
B shares are entitled to elect 75% of the directors of the
Issuer, rounded down to the nearest whole number. At
December 31, 1994, Henry S. Luria had shares of capital stock
(including shares identified in footnote (2) below) entitling
him to approximately 9.3% of the voting rights of the Issuer
on all matters other than the election of directors, taking
into consideration the ten votes for each share of Class B
Stock.
(2) Includes 29,000 shares of Class B Stock held as co-trustee
with his sister, Nancy Luria-Cohen, for the benefit of
Leonard Luria, his father, and 28,954 shares of Class B Stock
held as co-trustee with Nancy Luria-Cohen for the benefit of
Gloria Luria, his mother. All of such shares are immediately
convertible into Common Stock.
(3) At December 31, 1994, 18,080 shares of the Issuer's Common
Stock, 1,259,751 shares of the Issuer's Class B Stock and
options to purchase 180,000 shares of Common Stock were held
by Henry S. Luria's parents and siblings, not including 1,800
shares of Class B Stock held by the spouse of one of his
siblings and 1,800 shares held by his wife, Corinne Luria,
but including 127,457 shares of Class B Stock held in an
intervivos trust with respect to which his mother, Gloria
Luria, is a co-trustee and Henry S. Luria is a contingent
beneficiary. His parents or siblings and his wife, as
applicable, have the power to vote, or to direct the voting
of, and the power to dispose, or to direct the disposition
of, the foregoing securities. Henry S. Luria disclaims
beneficial ownership of such securities.
(4) Calculated on the basis of 3,972,724 shares of Common Stock
outstanding on December 31, 1994, according to the Issuer.
Also includes as outstanding the shares of Class B Stock
identified in footnote (1) above.
Item 1(a). Name of Issuer:
L. LURIA & SON, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
5770 Miami Lakes Drive
Miami, Florida 33014
Item 2(a). Name of Person Filing:
Henry S. Luria
Item 2(b). Address of Principal Business Office or, if none,
residence:
3595 St. Gaudens Road
Coconut Grove, Florida 33133
Item 2(c). Citizenship:
U.S.A.
Item 2(d). Title of Class of Securities:
Common Stock, $.01 Par Value
Item 2(e). CUSIP Number:
550484 10 9
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), identify the status of the person filing.
Not applicable.
Item 4. Ownership.
(a) Amount Beneficially Owned: 184,058(1)(2)(3).
(b) Percent of Class: 4.4%(4).
(1) Includes 15,704 shares of Common Stock and 110,400 shares of
Class B Stock, all of which are immediately convertible into
Common Stock. Voting power is calculated assuming conversion
of Class B Stock into Common Stock. Shares of Class B Stock
are entitled to ten votes for each share held and vote
separately as a class for the election of directors. Class
B shares are entitled to elect 75% of the directors of the
Issuer, rounded down to the nearest whole number. At
December 31, 1994, Henry S. Luria had shares of capital stock
(including shares identified in footnote (2) below) entitling
him to approximately 9.3% of the voting rights of the Issuer
on all matters other than the election of directors, taking
into consideration the ten votes for each share of Class B
Stock.
(2) Includes 29,000 shares of Class B Stock held as co-trustee
with his sister, Nancy Luria-Cohen, for the benefit of
Leonard Luria, his father, and 28,954 shares of Class B Stock
held as co-trustee with Nancy Luria-Cohen for the benefit of
Gloria Luria, his mother. All of such shares are immediately
convertible into Common Stock.
(3) At December 31, 1994, 18,080 shares of the Issuer's Common
Stock, 1,259,751 shares of the Issuer's Class B Stock and
options to purchase 175,000 shares of Common Stock were held
by Henry S. Luria's parents and siblings, not including 1,800
shares of Class B Stock held by the spouse of one of his
siblings and 1,800 shares held by his wife, Corinne Luria,
but including 127,457 shares of Class B Stock held in an
intervivos trust with respect to which his mother, Gloria
Luria, is a co-trustee and Henry S. Luria is a contingent
beneficiary. His parents or siblings and his wife, as
applicable, have the power to vote, or to direct the voting
of, and the power to dispose, or to direct the disposition
of, the foregoing securities. Henry S. Luria disclaims
beneficial ownership of such securities.
(4) Calculated on the basis of 3,972,724 shares of Common Stock
outstanding on December 31, 1994, according to the Issuer.
Also includes as outstanding the shares of Class B Stock
identified in footnote (1) above.
(c) Number of shares as to which such person has:
(i) sole power to vote or to 126,104(1)
direct the vote
(ii) shared power to vote or to 57,954(2)
direct the vote
(iii) sole power to dispose or to 126,104(1)
direct the disposition of
(iv) shared power to dispose or to 57,954(2)
direct the disposition of
(1) Includes 15,704 shares of Common Stock and 110,400 shares of
Class B Stock, all of which are immediately convertible into
Common Stock. Voting power is calculated assuming conversion
of Class B Stock into Common Stock. Shares of Class B Stock
are entitled to ten votes for each share held and vote
separately as a class for the election of directors. Class
B shares are entitled to elect 75% of the directors of the
Issuer, rounded down to the nearest whole number. At
December 31, 1994, Henry S. Luria had shares of capital stock
(including shares identified in footnote (2) below) entitling
him to approximately 9.3% of the voting rights of the Issuer
on all matters other than the election of directors, taking
into consideration the ten votes for each share of Class B
Stock.
(2) Includes 29,000 shares of Class B Stock held as co-trustee
with his sister, Nancy Luria-Cohen, for the benefit of
Leonard Luria, his father, and 28,954 shares of Class B Stock
held as co-trustee with Nancy Luria-Cohen for the benefit of
Gloria Luria, his mother. All of such shares are immediately
convertible into Common Stock.
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 [ X ].
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.
February 14, 1995 /s/ Henry S. Luria
Henry S. Luria
