UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
VSI Holdings, Inc. (VIS-AMEX)
______________________________________________
(Name of Issuer)
Common Stock, par value $0.01
______________________________________________
(Title of Class of Securities)
918322 10 8
______________________________________________
(CUSIP Number)
Steve Toth, Jr.
2100 N. Woodward Ave., West 201, Bloomfield Hills, MI 48304
(248) 644-0500
____________________________________________________________
(Name Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April and July 1999
__________________________________________________________
(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 that is the subject of this Schedule 13D,
and is filing this schedule because of section 240.13d-1(e), 240.13d-
1(f) or 240.13d-1(g), check the box. []
CUSIP No. 918322 10 8 13D Page 2 of 5
1) Names of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only).
Steve Toth, Jr. (S.S. # ###-##-####)
2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) ___ (b) ___
3) SEC Use Only
4) Source of Funds (See Instructions) WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6) Citizenship or Place of Organization United States
Number of (7) Sole Voting Power 14,187,226 (43.15% of
Shares Bene- 32,880,550 shares)
Ficially by (8) Shared Voting Power 12,922,996 (39.30%)
Owned by Each
Reporting (9) Sole Dispositive Power 14,187,226 (43.15%)
Person With
(10) Shared Dispositive Power 12,922,996 (39.30%)
11) Aggregate Amount Beneficially Owned by Each Reporting Person
27,110,222 (82.45%)
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11)
82.45% of 32,880,550 shares
14) Type of Reporting Person (See Instructions) IN
CUSIP No. 918322 10 8 13D Page 3 of 5
Item 1. Security and Issuer.
The Item 1 response is restated in its entirety as follows:
This Amendment No. 7 to the Statement on Schedule 13D dated
January 14, 1994, as amended by Amendment No. 1 dated February 26,
1994, Amendment No. 2 dated September 8, 1995, Amendment No. 3 dated
February 18, 1997, Amendment No. 4 dated July 30, 1997, and Amendment
No. 5 dated November 19, 1997, and Amendment No 6A dated May 21, 1999
relates to the Common Stock, par value $.01 per share, of VSI
Holdings, Inc. ("VSI"), a Georgia corporation, the principal address
of which is 2100 North Woodward Ave., Suite 201 West, Bloomfield
Hills, MI 48304.
Item 2. Identity and Background.
The Item 2 response is restated in its entirety as follows:
This Amendment No. 7 is filed by Steve Toth, Jr. ("Toth"), whose
business address is 2100 North Woodward Ave., Suite 201 West,
Bloomfield Hills, Michigan 48304. Toth is President of VSI and a
United States citizen. During the last five years, Toth has not been
convicted in a criminal proceeding and has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation thereof.
Item 3. Source and Amount of Funds or Other Consideration.
The Item 3 response incorporates all previous filings of Toth and
is hereby amended by adding the following:
The first transactions reported by this Amendment No. 7 occurred
on April 1, 1999. CLT, a Michigan partnership of which Toth is
controlling partner ("CLT"), purchased 6,000 shares on the open market
at $5.2066 average per share. CLT used its own, not borrowed, monies
to fund the $31,240.00 purchase of the 6,000 shares. In addition, on
July 23, 1999, CLT purchased, with its own and not borrowed funds, a
total of 4,000 shares on the open market for a total of $17,460.00 at
$4.365 average per share.
The final transaction reported by this Amendment No. 7 is a transfer
of shares between Toth's affiliates. In April 1999, CLT transferred
100,000 shares to The Steve Toth, Jr., Family Foundation, a Michigan
non-profit non-stock corporation (the "Foundation"), of which Toth is
Executive Director. Toth will continue to be reported as having sole
voting and dispositive powers over all shares owned by the Foundation.
Item 4. Purpose of Transaction.
The Item 4 response is not amended in any way.
CUSIP No. 918322 10 8 13D Page 4 of 5
Item 5. Interest in Securities of the Issuer.
The Item 5 response incorporates all previous filings of Toth and
is hereby amended by adding the following:
(a) As of the date of this Amendment No. 7, Toth beneficially
owned 27,110,222 shares, or approximately 82.45% of the 32,880,550
outstanding (excluding 270,250 treasury shares):
(1) Toth is deemed to have the sole right to vote and dispose of
the 1,000, 484,053, 1,375,850, 11,826,323, and 500,000
shares (14,187,226 total; 43.15%) owned by (i) Toth
personally, (ii) CLT, (iii) Toth as trustee of a Trust
Agreemtent dated December 20, 1976 f/b/o Steve Toth, JR.
(the "76 Turst"),(iv) Toth as trustee of a Trust Agreement
dated July 9, 1983 f/b/o Steve Toth, Jr., and (v) Toth as
Executive Director of the Foundation, respectively, because
as owner, controlling partner or trustee, Toth has sole
voting and dispositive powers over those 14,187,226 shares.
Toth and the 76 Toth Trust have assigned their respective
1,000 and 775,000 (of 1,375,850) shares to CLT for its use,
but the 76 Toth Trust has not assigned the other 600,850
shares to CLT.
(2) The 11,912,199 and 1,010,797 shares (12,922,996 total;
39.30%) are owned by Toth's spouse as trustee of (i) a Trust
Agreement dated September 1, 1976 for the benefit of Toth's
adult daughter and (ii) a Trust Agreement dated July 9, 1982
for the benefit of Toth's spouse, respectively. Because
Toth's spouse may not be reasonably expected to oppose
Toth's initiatives, Toth is deemed to have shared voting and
dispositive powers over those 12,922,996 shares.
(3) Toth has assigned to CLT the right to exercise the remaining
425,000 option shares which CLT may purchase from VSI before
May 5, 2000 at $.15625 per share. The option shares will
not be included with CLT's holdings until exercised. See
Exhibits I and II.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
None.
Item 7. Materials to Be Filed as Exhibits.
None.
CUSIP No. 918322 10 8 13D Page 5 of 5
S I G N A T U R E
= = = = = = = = = =
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: August 16, 1999 /S/ Steve Toth Jr.
Steve Toth, Jr.
Exhibit Index Required by Rule 0-3(c)
Sequential Page Number in
Numbering System Required by
Exhibit Rule 0-3 (b)
_____________________________ ____________________________
Exhibit I. Stock Option Pages 6-12 of Schedule 13D
Agreement dated as of May 6, dated January 14, 1994.
1993.
Exhibit II. First Amendment Page 7 of Amendment No. 1
to Stock Option Agreement dated February 26, 1994.
dated as of December 30, 1993,
executed on January 18, 1994.
