UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
FOODARAMA SUPERMARKETS INC.
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(Name of Issuer)
COMMON STOCK
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(Title of class of securities)
344820105
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(CUSIP Number)
CARL WILLIAM DINGER III
7 LAKE TRAIL WEST
MORRISTOWN, NJ 07960
(973)-408-9377
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(Name, address and telephone number of person authorized to
receive notices and communications)
MARCH 20, 2000
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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 that is the subject of this
Schedule 13D, and is filing this schedule because of 240.13d-
1(e),240.13d-1(f) or 240.13d-1(g), check the following box:
/ /.
Note: Schedules filed in paper format shall include a signed
original and five copies of Schedule, including all exhibits.
See 240.13d-7 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).
CUSIP No. 344820105
1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (ENTITIES ONLY):
Carl W. Dinger III ###-##-####
Jeffrey E. Dinger ###-##-####
Carl W. Dinger, Jr. ###-##-####
Carousel Art Inc. 22-2459709
Ashley E. Dinger Trust 22-6710058
Caleigh N. Dinger Trust 22-6710059
Shelby C. Dinger Trust 22-6739944
(*individually and as trustee for three separates
trusts for the benefit of Carl W. Dinger III's children)
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a) / X /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, OO of each reporting person of the group
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
/ /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Carl W. Dinger III - USA
Jeffrey E. Dinger - USA
Carl W. Dinger, Jr. - USA
Carousel Art Inc. - New Jersey Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7. SOLE VOTING POWER
64,400
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
64,400
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
Carl W. Dinger III - 47,700 shares common
Jeffrey E. Dinger - 10,400 shares common
Carl W. Dinger, Jr. - 2,000 shares common
Carousel Art Inc. - 3,000 shares common
Ashley E. Dinger - 425 shares common
Caleigh N. Dinger - 100 shares common
Shelby C. Dinger - 775 shares common
12. CHECK IF THE AGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.76%
14. TYPE OF REPORTING PERSON
IN, CO (all related)
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D
The following constitutes the Schedule 13D filed by the
undersigned
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $1.00 par value per
share ("the shares"), of Foodarama Supermarkets Inc., (the
"Issuer"). The principal offices of the issuer are at 922
Highway 33, Building 6, Suite 1, Freehold, NJ 07728.
ITEM 2. IDENTITY AND BACKROUND
a.) This statement has been filed jointly by Carl W. Dinger III,
Jeffrey E. Dinger and Carl W. Dinger, Jr. ("reporting
persons") whom are all related. Carl W. Dinger Jr. is the
father of Carl W. Dinger III and Jeffrey E. Dinger. Carousel
Art Inc. is an entity owned in trust for the benefit of Carl W.
Dinger III and Jeffrey E. Dinger. The three listed
beneficiaries of the trusts are the children of Carl W. Dinger III,
with the trustees being Carl W. Dinger III, Jeffrey E. Dinger,
and Brenda L. Dinger, wife of Carl W. Dinger III.
b.) The principal address of each person or entity in the group
is as follows:
Carl W. Dinger III
7 Lake Trail West
Morristown, NJ 07960
Jeffrey E. Dinger
4 Fox Hollow Road
Morristown, NJ 07960
Carl W. Dinger, Jr,
55 Loantaka Lane North
Morristown, NJ 07960
Carousel Art Inc.
P.O. Box 150
Green Village, NJ 07935
c.) Present Principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted;
Carl W. Dinger III - Consultant/Officer of Carousel Art Inc.
(address same as in (b.)
Jeffrey E, Dinger - Investments/Officer of Carousel Art Inc.
(address same as in (b.)
Carl W. Dinger, Jr. - Retired/Officer Carousel Art Inc.
(address same as in (b.)
d.) No reporting person in the group has, during the last five
years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
e.) None of the reporting persons in this group has, during the
last five years, been 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 judgement, 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.
f.) Mr. Carl W. Dinger III, Mr. Jeffrey E. Dinger and Mr. Carl W.
Dinger, Jr. are all citizens of the United States. Carousel Art
Incorporated is incorporated in the State of New Jersey.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
The source of funds of each of the reporting persons in the
group are the personal funds of each individual and in two accounts,
borrowings from investment brokerage accounts supported by several equity
holdings.
ITEM 4. PURPOSE OF THE TRANSACTION
The reporting persons in the group have purchased the shares for
investment purposes. The group believes the Issuer's shares are
undervalued and believes management should consider taking steps to
enhance shareholder value. Particularly, the group believes management
should utilize the large free cash flow that is expected to be
generated beginning in Fiscal 2002-2003, (upon completion of
the store conversion program) to eliminate the remaining debt and
repurchase common shares.
The reporting persons of the group may buy or sell the Issuer's
shares depending on market conditions.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
As reported in the Issuer's 10Q for the quarter ending
1/29/2000, the issuer had 1,117,290 common shares outstanding. The
reporting persons forming the group own an aggregate of 64,400 common
shares representing 5.76% of the Issuer's shares outstanding. Each
member of the reporting group owns shares individually as follows:
Carl W. Dinger III 47,700
Jeffrey E. Dinger 10,400
Carl W. Dinger Jr. 2,000
Carousel Art Inc. 3,000
Ashley E. Dinger Trust* 425
Caleigh N. Dinger Trust* 100
Shelby C. Dinger Trust* 775
Total: 64,400
*Children of Carl W. Dinger III of which Carl W. Dinger III and
Jeffrey E. Dinger and Brenda L. Dinger are trustees.
b.) Each individual retains voting control over their respective
holdings with the exception of the trusts. The trust shares are
voted by the trustees, Carl W. Dinger III, Jeffrey E. Dinger and
Brenda L. Dinger.
c.) Transactions over that past sixty days are as follows, (all
purchases):
1. Carl W. Dinger III:
Date: Shares: Price:
12/31/99 1,800 $20.08
3/15/00 9,000 $21.84
3/17/00 900 $22.25
3/20/00 4,900 $23.23
3/22/00 2,000 $24.00
3/23/00 2,100 $23.00
2. Jeffrey E. Dinger:
Date: Shares: Price:
12/31/99 10,600 $21.125
3. Ashley E. Dinger Trust
Date: Shares: Price:
12/30/99 425 $21.13
4. Caleigh N. Dinger Trust
Date: Shares: Price:
12/30/99 100 $21.55
5. Shelby C. Dinger Trust
Date: Shares: Price:
12/30/99 775 $21.07
6. Carousel Art Inc.
Date: Shares: Price:
12/29/99 3,000 $21.125
d.) No person other than the Reporting Persons 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 shares of
the Common Stock.
e.) Not applicable.
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Other than described herein, there are no contracts,
arrangements or understandings among the Reporting Persons, or between the
Reporting Persons and any other Person, with respect to the
securities of the Issuer.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
There are no materials to be filed as exhibits.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the informationset forth in this
statement is true, complete and correct.
March 30, 2000
______________________________________________________________
DATE
<Carl W. Dinger III, individually, as trustee, and as officer of
Carousel Art Inc.>
_______________________________________________________________
SIGNATURE
<Jeffrey E. Dinger, individually, as trustee, and as officer of
Carousel Art Inc.>
_______________________________________________________________
SIGNATURE
<Carl W Dinger, Jr., individually and as officer of Carousel Art
Inc.>
_______________________________________________________________
SIGNATURE
<Brenda L. Dinger, as trustee>
_______________________________________________________________
SIGNATURE
