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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)*
GRISTEDE'S SLOAN'S, INC.
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(Name of Issuer)
Common Stock, par value $.02 per share
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(Title of Class of Securities)
398635-10-2
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(CUSIP Number)
Martin R. Bring, Esq.
Lowenthal, Landau, Fischer & Bring, P.C.
250 Park Avenue, New York 10177
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 10, 1997
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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 this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting ben ficial 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).
SEC 1746(12-91)
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SCHEDULE 13D
CUSIP No. 398635-10-2
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John A. Catsimatidis
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ] (b)[ ]
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
USA
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
5,847,914
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
12,358,936
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
5,847,914
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
12,358,936
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,206,850
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 398635-10-2
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Red Apple Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ] (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
0
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
12,346,274
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
0
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
12,346,274
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,346,274
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.9%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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The Statement on Schedule 13D dated October 7, 1986, as amended by
Amendment No. 1 dated January 27, 1988 ("Amendment No. 1"), Amendment No. 2
dated June 28, 1988, Amendment No. 3 dated July 28, 1988, Amendment No. 4 dated
July 14, 1989, Amendment No. 5 dated November 8, 1994 and Amendment No. 6 dated
February 27, 1995 is further amended and, as amended, said Statement on Schedule
13D shall read in its entirety as follows:
Item 1. Security and Issuer.
This Statement relates to the Common Stock, par value $0.02 per share (the
"Shares"), of Gristede's Sloan's, Inc. (formerly, Sloan's Supermarkets, Inc. and
hereinafter the "Company"). The address of the Company's principal executive
office is 823 Eleventh Avenue, New York, New York 10019-3535.
Item 2. Identity and Background.
The reporting persons are John A. Catsimatidis ("Catsimatidis") and Red
Apple Group, Inc. a New York corporation ("Group").
Catsimatidis is the sole stockholder of Group. The principal business
address of the reporting persons is 823 Eleventh Avenue, New York, New York
10019-3535. The name, position and business address of each director and
principal executive officer of Group is set forth in Schedule A.
Catsimatidis' present principal occupation is the Chief Executive Officer
and Chairman of the Board of the Company.
Neither Catsimatidis nor Group nor any director or executive officer of
Group has (a) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and has not as a
result of such proceeding been subject to a judgment,
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decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Catsimatidis is a citizen of the United States of America.
Item 3. Sourceand Amount of Funds or Other Consideration.
On October 7, 1986, Catsimatidis purchased 150,000 Shares for $1,252,000
cash (including commissions). The entire purchase price was obtained through
personal funds of Catsimatidis.
The aggregate purchase price of 65,000 Shares purchased by Catsimatidis in
the 60 days preceding the date of filing of Amendment No. 1 was $206,002
(excluding commissions). The entire purchase price was provided by personal
funds of Catsimatidis.
On July 28, 1988, Catsimatidis purchased an additional 357,541 Shares for
an aggregate purchase price of $3,039,098.50. The entire purchase price was
obtained from the proceeds of a short-term unsecured loan made to Catsimatidis
by Continental Illinois Bank and Trust Company of Chicago (the "Bank"). The loan
bore interest at the rate of 1-1/2% over the Bank's reference rate in effect
from time to time. The loan was repaid with personal funds of Catsimatidis.
On October 10, 1994 the Company granted to Catsimatidis an option to
purchase an aggregate of 250,000 Shares of the Company at a price of $4.125 per
share (the "1994 Options"). The grant of such option was subject to approval by
the stockholders of the Company at the next annual meeting of stockholders. If
approved the option would become exercisable in full on the date of such
approval and shall remain exercisable until the earlier of October 9, 2004 or 90
days after the termination of Catsimatidis' employment with the Company.
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On October 14, 1994 Catsimatidis exercised options to purchase an aggregate
of 450,000 Shares of common stock for an aggregate purchase price of $775,000.
The source of the funds used for payment of the purchase price was personal
funds.
On January 20, 1995 the Company distributed a 10% stock dividend to each
holder of record of Shares as of the close of business on December 20, 1994 (the
"Stock Dividend"). Certain of the reporting persons received an aggregate of
106,141 Shares pursuant to the Stock Dividend.
As a result of the Stock Dividend the exercise price and the number of
shares which may be purchased by Catsimatidis upon exercise of the 1994 Options
was adjusted to $3.75 per share and 275,000 Shares, respectively.
On February 22, 1995 the grant of the 1994 Options was approved by the
stockholders of the Company and all of such options became immediately
exercisable on such date.
On November 19, 1995 an entity controlled by Catismatidis purchased 10,000
Shares for an aggregate purchase price of $38,875. The entire purchase price was
paid with personal funds of Catsimatidis.
On August 12, 1996 the Board of Directors of the Company granted to
Catsimatidis non-qualified stock options to purchase an aggregate of 250,000
Shares at $2.875 (the "1996 Options"), subject to approval by the stockholders
of the Company. On October 30, 1997 the stockholders approved the grant to Mr.
Catsimatidis of the 1996 Options and all of such options became immediately
exercisable on such date.
On November 10, 1997 a Merger Agreement, dated as of July 14, 1997 among
Group, Red Apple Supermarkets, Inc., Gristede's Supermarkets, Inc., City Produce
Distributors, Inc. ("City Produce"), Supermarket Acquisition Corp.,
Catsimatidis, the Company, RAS
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Operating Corp., Gristede's Operating Corp., SAC Operating Corp. and City
Produce Operating Corp. (the "Merger Agreement") was consummated pursuant to
which subsidiaries of the Company acquired by merger from corporations directly
or indirectly wholly owned by Catsimatidis 29 supermarkets, ownership of the
tradenames "Sloan's" and "Gristede's" and the business of City Produce (which
operates a warehouse and distribution center) and the Company issued to Group
and Catsimatidis 12,330,544 and 4,173,754 Shares, respectively.
Item 4. Purpose of Transaction.
The purpose of the acquisition by Catsimatidis of all of the Shares was for
investment only. Catsimatidis may acquire additional Shares or other securities
of the Company, in privately negotiated or open market transactions, on such
terms and at such times as he considers desirable. Other than as described
herein, Catsimatidis has no present plans or proposals which would relate to or
result in:
(a) The acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or
terms of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Company by any person;
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(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a)-(b) The aggregate number and percentage of the class of shares
beneficially owned by Catsimatidis, directly or indirectly, as of November 10,
1997 is 18,206,850 Shares and 90.3%, respectively. Catsimatidis has sole voting
power and investment power with respect to 5,847,914 of the Shares beneficially
owned by him and shares voting power and investment power with respect to
12,358,936 of the Shares with entities and retirement accounts controlled by
him. The number of Shares beneficially owned by Catsimatidis and as to which he
has sole voting and investment power includes 275,000 Shares which may be issued
to him upon exercise of the 1994 Options and 250,000 Shares which may be issued
to him upon exercise of the 1996 Options. See Item 3, herein.
The aggregate number and percentage of the class of shares beneficially
owned by Group, directly or indirectly, as of November 10, 1997 is 12,346,274
Shares and 62.9%, respectively. Group shares voting power and investment power
with respect to all of such Shares with Catsimatidis and also shares voting and
investment power with respect to 15,730 of such Shares with entities controlled
by Group.
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Other than Catsimatidis, none of the directors or executive officers of
Group beneficially own any Shares.
Catsimatidis, by virtue of being the sole stockholder of Group, may be
deemed to beneficially own the Shares which Group or its direct or indirect
subsidiaries own of record. In addition, Catsimatidis, shares the power to
direct the voting and disposition of the Shares owned by certain retirement
plans and accounts.
Group may be deemed to beneficially own the Shares owned of record by its
direct or indirect subsidiaries.
(c) The only transaction in the Shares of the Company effected by any of
the reporting persons during the past sixty days was the receipt by Catsimatidis
and Group of 4,173,754 and 12,330,544 Shares, respectively, pursuant to the
Merger Agreement (see Item 3, herein).
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
On November 10, 1997 the Company, Catsimatidis and Group entered into a
Registration Rights Agreement pursuant to which Catsimatidis and Group were
granted certain rights to require the Company to register under the Securities
Act of 1933, as amended, the Shares obtained by Catsimatidis and Group pursuant
to the Merger Agreement.
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Item 7. Material to be Filed as Exhibits
Exhibit 1 - Joint Filing Agreement dated December 8, 1997*
Exhibit 2 - Letter of Intent between Catsimatidis and Sam Beckerman dated
June 22, 1988**
Exhibit 3 - Stock Purchase Agreement, dated July 28, 1988 between
Catsimatidis and Sam Beckerman**
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* Filed herewith
** Previously filed in paper format and not filed herewith in accordance with
Rule
101(a)(2)(ii) of Regulation S-T
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 8, 1997
/s/ John A. Catsimatidis
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JOHN A. CATSIMATIDIS
RED APPLE GROUP, INC.
BY: /s/ John A. Catsimatidis
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JOHN A. CATSIMATIDIS,
CHAIRMAN OF THE BOARD
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SCHEDULE A
The name, position and citizenship of the directors and executive officers
of Red Apple Group, Inc. are set forth below. The business address of John
Catsimatidis and Mark Kassner is 823 Eleventh Avenue, New York, New York 10019.
The business address of Myron Turfitt is 15 Bradley Street, Warren, Pennsylvania
16365. All officers and directors are citizens of the United States.
Name Position
John A. Catsimatidis Director, Chairman of the Board, Chief Executive
Officer and Chief Financial Officer
Myron Turfitt Vice President
Mark Kassner Secretary
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EXHIBIT I
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of a Statement on Schedule 13D (including amendments thereto) with
respect to the common stock of Gristede's Sloan's, Inc. and further agree that
this Joint Filing Agreement be included as an Exhibit to such joint filings. In
evidence thereof the undersigned, being duly authorized, hereby execute this
Agreement this 8th day of December, 1997.
Dated: December 8, 1997
/s/ John A. Catsimatidis
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JOHN A. CATSIMATIDIS
RED APPLE GROUP, INC.
BY: /s/ John A. Catsimatidis
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JOHN A. CATSIMATIDIS,
CHAIRMAN OF THE BOARD
