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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ______ )*
The Grand Union Company
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
386532402
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(CUSIP Number)
December 31, 1999 - Filing pursuant to Rule 13d-1(b)(2)
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the
disclosures provided in a prior cover page.
The information required in 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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CUSIP NO. 386532402
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Boston Partners Asset Management, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
Not applicable
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY -0- shares
OWNED BY --------------------------------------------------------------------------------------
EACH 6. SHARED VOTING POWER
REPORTING
PERSON 1,645,100 shares
WITH: --------------------------------------------------------------------------------------
7. SOLE DISPOSITIVE POWER
-0- shares
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8. SHARED DISPOSITIVE POWER
1,645,100 shares
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,645,100 shares
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not applicable
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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CUSIP NO. 386532402
<TABLE>
<CAPTION>
<S> <C>
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Boston Partners, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
Not applicable
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY -0- shares
OWNED BY ------------------------------------------------------------------------------------
EACH 6. SHARED VOTING POWER
REPORTING
PERSON 1,645,100 shares
WITH: ------------------------------------------------------------------------------------
7. SOLE DISPOSITIVE POWER
-0- shares
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8. SHARED DISPOSITIVE POWER
1,645,100 shares
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,645,100 shares
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not applicable
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP NO. 386532402
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Desmond John Heathwood
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
Not applicable
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY -0- shares
OWNED BY --------------------------------------------------------------------------------
EACH 6. SHARED VOTING POWER
REPORTING
PERSON 1,645,100 shares
WITH: --------------------------------------------------------------------------------
7. SOLE DISPOSITIVE POWER
-0- shares
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8. SHARED DISPOSITIVE POWER
1,645,100 shares
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,645,100 shares
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not applicable
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<TABLE>
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Item 1. (a) Name of Issuer:
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The Grand Union Company (the "Issuer")
(b) Address of Issuer's Principal Executive Offices:
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201 Willowbrook Boulevard, Wayne, New Jersey, 07470-0966
Item 2. (a) Names of Persons Filing:
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Boston Partners Asset Management, L.P. ("BPAM"), Boston Partners, Inc. ("Boston Partners"),
and Desmond John Heathwood. BPAM, Boston Partners, and Mr. Heathwood are sometimes referred
to collectively herein as the "Reporting Persons."
(b) Address of Principal Business Office or, if None, Residence:
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The address of the principal business office of BPAM,
Boston Partners, and Mr. Heathwood is 28 State
Street, 20th Floor, Boston, MA 02109.
(c) Citizenship:
-----------
BPAM is a Delaware limited partnership. Boston Partners is a Delaware corporation. Mr.
Heathwood is a United States citizen.
(d) Title of Class of Securities:
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Common Stock, $.01 par value ("Common Stock").
(e) CUSIP Number: 386532402
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Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether
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the person filing is a:
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(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
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Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned: Each of the Reporting Persons
may be deemed to own beneficially 1,645,100 shares of
Common Stock at December 31, 1999. BPAM owns of record
1,645,100 shares of Common Stock. As sole general
partner of BPAM, Boston Partners may be deemed to own
beneficially all of the shares of Common Stock that BPAM
may be deemed to own beneficially. As principal
stockholder of Boston Partners, Mr. Heathwood may be
deemed to own beneficially all of the Common Stock that
Boston Partners may be deemed to own beneficially.
Therefore, each of the Reporting Persons may be deemed
to own beneficially 1,645,100 shares of Common Stock of
the Issuer.
(b) Percentage of class: 5.5% for all Reporting Persons.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0 shares
for all Reporting Persons.
(ii) Shared power to vote or to direct the vote:
1,645,100 shares for all Reporting Persons.
(iii) Sole power to dispose or to direct the disposition
of: 0 shares for all Reporting Persons.
(iv) Shared power to dispose or to direct the
disposition of: 1,645,100 shares for all Reporting
Persons.
Instruction. For computations regarding securities which
represent a right to acquire an underlying security see
Section 240.13d-3(d)(1).
Pursuant to Rule 13d-4, each of Boston Partners and Mr.
Heathwood expressly disclaims beneficial ownership of any
shares of Common Stock of the Issuer.
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.
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to
that
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effect should be included in response to this item and, if
such interest relates to more than five percent of the class,
such person should be identified. A listing of the
shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of an
employee benefit plan, pension fund or endowment fund is not
required.
BPAM holds all of the above 1,645,100 shares under management
for its clients, who have the right to direct the receipt of
dividends, to receive dividends from such shares and to
receive the proceeds from the sale of such shares. None of
these clients holds more than five percent of the Common Stock
of the Issuer.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
If a parent holding company has filed this schedule, pursuant
to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent holding
company has filed this schedule pursuant to Rule 13d-1(c) or
Rule 13d-1(d), attach an exhibit stating the identification of
the relevant subsidiary.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to Section
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach
an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule
pursuant to Section 240.13d-1(c) or Section 240.13d-1(d),
attach an exhibit stating the identity of each member of the
group.
Not applicable. BPAM, Boston Partners and Mr. Heathwood
expressly disclaim membership in a "group" as defined in Rule
13d-5(b)(1).
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all
further filings with respect to transactions in the security
reported on will be filed, if required, by members of the
group, in their individual capacity. See Item 5.
Not applicable.
Item 10. Certification.
By signing below we certify that, to the best of our knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
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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. We also hereby agree to file this statement jointly pursuant to the
agreement set forth as Exhibit 1 hereto.
Dated: February 7, 2000
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
By: Boston Partners, Inc.,
its general partner
By: /s/ Mary Ann Iudice
-------------------
William J. Kelly
Treasurer and Senior Vice President
by: Mary Ann Iudice
Attorney-in-Fact*
BOSTON PARTNERS, INC.
By: /s/ Mary Ann Iudice
-------------------
William J. Kelly
Treasurer and Senior Vice President
by: Mary Ann Iudice
Attorney-in-Fact*
/s/ Mary Ann Iudice
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Desmond John Heathwood
by: Mary Ann Iudice
Attorney-in-Fact**
* Signed pursuant to a Power of Attorney executed by William J. Kelly, a
copy of which is filed herewith.
** Signed pursuant to a Power of Attorney executed by Desmond John Heathwood,
a copy of which is filed herewith.
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Exhibit 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by Schedule 13G need be filed with respect to the ownership by each of
the undersigned of shares of Common Stock of The Grand Union Company.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
EXECUTED this 7th day of February, 2000.
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
By: Boston Partners, Inc.
its general partner
By: /s/ Mary Ann Iudice
-------------------
William J. Kelly
Treasurer and Senior Vice President
by: Mary Ann Iudice
Attorney-in-Fact*
BOSTON PARTNERS, INC.
By: /s/ Mary Ann Iudice
-------------------
William J. Kelly
Treasurer and Senior Vice President
by: Mary Ann Iudice
Attorney-in-Fact*
/s/ Mary Ann Iudice
- -------------------
Desmond John Heathwood
by: Mary Ann Iudice
Attorney-in-Fact**
* Signed pursuant to a Power of Attorney executed by William J. Kelly, a
copy of which is filed herewith.
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** Signed pursuant to a Power of Attorney executed by Desmond John Heathwood,
a copy of which is filed herewith.
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Desmond John
Heathwood, hereby constitutes and appoints William J. Kelly and Mary Ann Iudice
his true and lawful attorneys-in-fact and agents, for him and in his name, place
and stead, to sign any Schedule 13G or Schedule 13D relating to beneficial
ownership and changes in beneficial ownership of equity securities of the
companies set forth on Exhibit A hereto (each, a "Company" and, collectively,
the "Companies"), and any amendment thereto, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the U.S.
Securities and Exchange Commission, and submit copies thereof to any securities
exchange or automated quotation system and to the applicable Company, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof. This
power-of-attorney shall expire at such time as the undersigned ceases to be
subject to filing requirements under Section 13(d) and/or 13(g) under the
Securities and Exchange Act of 1934, as amended, with respect to the Companies.
/s/ Desmond John Heathwood
--------------------------
Desmond John Heathwood
Dated: February 1, 2000
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EXHIBIT A
Companies Subject to Power of Attorney
Dated as of February 1, 2000
BlackRock, Inc.
East West Bancorp, Inc.
FBR Asset Investment Corporation
The Grand Union Company
Imperial Credit Industries, Inc.
LNR Property Corporation
Newport News Shipbuilding
LaSalle Re Holdings Limited
Swift Energy Company
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EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, William J. Kelly,
Treasurer and Senior Vice President of Boston Partners, Inc., hereby constitutes
and appoints Mary Ann Iudice his true and lawful attorney-in-fact and agent, for
him and in his name, place and stead, to sign any Schedule 13G or Schedule 13D
relating to beneficial ownership and changes in beneficial ownership of equity
securities of the companies set forth on Exhibit A hereto (each, a "Company"
and, collectively, the "Companies"), and any amendment thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the U.S. Securities and Exchange Commission, and submit copies thereof to
any securities exchange or automated quotation system and to the applicable
Company, granting unto said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite or necessary to be
done, as fully to all intents and purposes as the undersigned might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent may lawfully do or cause to be done by virtue hereof. This
power-of-attorney shall expire at such time as Boston Partners, Inc. ceases to
be subject to filing requirements under Section 13(d) and/or 13(g) under the
Securities and Exchange Act of 1934, as amended, with respect to the Companies.
/s/ William J. Kelly
--------------------
William J. Kelly
Dated: February 1, 2000
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EXHIBIT A
Companies Subject to Power of Attorney
Dated as of February 1, 2000
BlackRock, Inc.
East West Bancorp, Inc.
FBR Asset Investment Corporation
The Grand Union Company
Imperial Credit Industries, Inc.
LNR Property Corporation
Newport News Shipbuilding
LaSalle Re Holdings Limited
Swift Energy Company