UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
GROSSMAN'S INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
399215102
(CUSIP Number)
Richard L. Wendt, 3250 Lakeport Blvd., P.O. Box 1329, Klamath Falls, Oregon
97601-0268 and Robert J. Diercks, 1111 Third Avenue, Seattle, Washington 98101
(Name, Address and Telephone number of Person Authorized to Receive Notices and
Communications)
March 5, 1996
(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 of 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 1745 (2/92)
259514.1
<PAGE>
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CUSIP NO. 399215102 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD L. WENDT ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_|
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3 SEC USE ONLY
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PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(E) |_|
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United States
- -------------------------------------------------------------------------------
SHARES
BENEFICIALLY 3,191,700
OWNED BY
EACH
REPORTING
PERSON
WITH
----------------------------------------------------
8 SHARED VOTING POWER
-0-
----------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,191,700
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,191,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.69%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
Title of Class of Equity Securities: Common Stock of Grossman's Inc.(the
"Issuer"). The principal office of the Issuer is at 45 Dan Road, Canton, MA.
02021-2817.
Item 2. Identity and Background of Person Filing
(a) Name of Person Filing: Richard L. Wendt
(b) Business Address: 3250 Lakeport Blvd., P.O. Box 1329
Klamath Falls, Oregon 97601-0268
(c) Principal Occupation and the Name of Principal Business and Address of
any corporation in which such employment is conducted:
Chairman
Jeld-Wen, inc.
3250 Lakeport Blvd., P.O. Box 1329
Klamath Falls, Oregon 97601-0268
(d) Conviction in a Criminal Proceeding: None
(e) Party to a Civil Proceeding and as a result was or is subject to a
judgment, decree or final order enjoining future violations of or prohibit
activities subject to federal or state securities laws: No
(f) Citizenship: U.S.
Item 3: Source and Amount of Funds or Other Consideration
The source of the funds used in making the purchases described in Item 5
was personal funds of the reporting person. The amount of funds used in making
the purchases described in Item 5 was approximately $417,980.
Item 4. Purpose of Transaction
The acquisition of securities of the issuer is for investment purposes.
Richard L. Wendt may purchase additional shares of Common Stock
of the Issuer from time to time. Any decision to make such additional
purchases will depend on various factors, including without limitation, the
price of the Common Stock, stock market conditions and the business prospects of
the Issuer. At any time, Richard L. Wendt may also determine to dispose of some
or all of the Common Stock of the Issuer depending on various similar
considerations.
Other than as set forth above, Richard L. Wendt has no plans or proposals
which relate to or would result in any of the matters specified in Item 4.
Page 3 of 5 Pages
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Item 5. Interest in Securities of the Issuer
(a) Aggregate number of shares of Common Stock beneficially owned:
3,191,700
Percentage of Common Stock owned (based upon 27,303,593 shares of Common
Stock outstanding on June 30, 1996, as disclosed in the Issuer's Form 10-Q for
the period ended June 30, 1996) is 11.69%.
(b) Sole Voting Power 3,191,700
Sole Dispositive Power: 3,191,700
Shared Voting Power -0-
Shared Dispositive Power: -0-
(c) During the period from February 8, 1996, the date upon which the last
transaction occurred that was reported on Amendment No. 2 to the filing on
Schedule 13D, up through and including March 18, 1996, the following
transactions in Common Stock of the Issuer were effected by Mr. Wendt. All of
these transactions were open market purchases effected on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ").
Number of Shares Price
of Common Stock Per
Date of Transaction of Grossman's Inc. Share
2/13/96 10,000 $1.03125
2/14/96 10,000 $1.03125
2/15/96 60,000 $1.0521
2/16/96 17,500 $1.03125
2/20/96 5,000 $1.0625
2/21/96 27,500 $1.0625
2/22/96 10,000 $1.0625
2/23/96 60,000 $1.0625
2/26/96 7,500 $1.0625
2/27/96 22,500 $1.0625
2/28/96 10,000 $1.0625
2/29/96 10,000 $1.0625
3/01/96 10,000 $1.0625
3/05/96 17,000 $1.1618
3/06/96 78,000 $1.1170
3/07/96 16,000 $1.0625
3/08/96 5,000 $1.09375
3/13/96 4,000 $1.25
3/18/96 5,000 $1.25
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
Page 4 of 5 Pages
<PAGE>
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.
DATED: September 25, 1996
/S/ Richard L. Wendt
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Richard L. Wendt
Page 5 of 5 Pages
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