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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 6)
Ground Round Restaurants, Inc.
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(Name of Issuer)
Common Stock, par value $.16-2/3 460200-10-8
per share
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(Title of class of securities) (CUSIP number)
Joseph Schollenberger
Great South Beach Improvement Co.
16 West River Road
P.O. Box 521
Rumson, NJ 07760
(908) 842-4886
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(Name, address and telephone number of person authorized to receive
notices and communications)
November 16, 1994
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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 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 or less of such class.) (See Rule 13d-7.)
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
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CUSIP No. 13D
1 NAME OF REPORTING PERSON: GSB Holdings, Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER:
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 640,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 640,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 640,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.8%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 460200-10-8 13D
1 NAME OF REPORTING PERSON: Great South Beach Improvement Co.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF New York
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER:
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 640,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 640,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 640,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.8%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 460200-10-8 13D
1 NAME OF REPORTING PERSON: David H. Clarke
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF United States
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 26,467
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 640,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 26,467
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 640,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 666,467
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [x]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.0%
14 TYPE OF REPORTING PERSON: IN
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This Statement amends the Statement on Schedule 13D filed
with the Securities and Exchange Commission (the "Commission") by GSB
Holdings, Inc. ("GSB"), Great South Beach Improvement Co.
("Improvement"), and David H. Clarke (collectively referred to herein
as the "Beneficial Owners"), with respect to their beneficial
ownership of the Common Stock, par value $.16-2/3 per share ("Common
Stock"), of Ground Round Restaurants, Inc., a New York corporation
(the "Company"), as previously amended by Amendments Nos. 1 through 5
thereto. Unless otherwise defined herein, all capitalized terms used
herein shall have the meanings ascribed to them in previous filings of
the Schedule 13D.
Item 4 Purpose of Transaction.
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On November 16, 1994, the Merger Agreement was amended to
extend its termination date and eliminate its "break up" fee.
Concurrently, the Shareholder Agreement was terminated pursuant to a
termination agreement, dated November 16, 1994, by and among GSB,
Parent and Purchaser (the "Termination Agreement"). HM Holdings,
Inc., another shareholder of the Company, entered into a substantially
identical termination agreement with Parent and Purchaser on the same
date, which terminated its substantially identical shareholder
agreement with Parent and Purchaser.
A copy of the Termination Agreement has been filed as
Exhibit 4 to this Amendment No. 6 and is incorporated herein by
reference.
Item 6 Contracts, Arrangements, Understandings or Relationships
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with Respect to Securities of the Issuer.
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The description of the termination of the Shareholder
Agreement contained in Item 4 is incorporated in this Item 6 by
reference.
Item 7 Material to be Filed as Exhibits.
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The following is filed herewith as an Exhibit to this
Statement on Schedule 13D:
4. Termination Agreement, dated November 16, 1994, by and
among GRR, Inc., GRR Acquisition Corp. and GSB Holdings, Inc.
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SIGNATURES
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After due 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: November 16, 1994
GREAT SOUTH BEACH IMPROVEMENT CO.
By: /s/ Joseph Schollenberger
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Joseph Schollenberger
Vice President
GSB HOLDINGS, INC.
By: /s/ Joseph Schollenberger
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Joseph Schollenberger
Vice President
/s/ David H. Clarke *
---------------------------------
DAVID H. CLARKE
* by Joseph Schollenberger
Attorney-in-fact
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EXHIBIT INDEX
Exhibit No. Description
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4 Termination Agreement, dated November 16, 1994, by and
among GRR, Inc., GRR Acquisition Corp. and GSB Holdings,
Inc.
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TERMINATION AGREEMENT
TERMINATION AGREEMENT (this "Agreement"), dated November 16,
1994, by and among GRR, Inc., a Delaware corporation ("Parent"), GRR
Acquisition Corp., a New York corporation ("Purchaser"), and GSB
Holdings, Inc., a Delaware corporation ("GSB").
RECITALS
A. Parent, Purchaser and GSB are parties to a Shareholder
Agreement, dated August 23, 1994 (the "GSB Agreement")
B. Parent, Purchaser and Ground Round Restaurants, Inc., a New
York corporation (the "Company") are parties to an Agreement and Plan
of Merger, dated as of August 23, 1994 (the "Merger Agreement").
C. Parent, Purchaser and GSB wish to terminate the HMH
Agreement upon the terms and subject to the conditions set forth in
this Agreement.
The parties therefore agree as follows:
1. The GSB Agreement is hereby terminated and shall have no
further force or effect.
2. Each of Sections 13, 14, 16 and 17 of the GSB Agreement are
hereby incorporated herein by reference as though set forth herein at
length.
* * * * *
IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed on the day and year first above written.
GRR, INC.
By: /s/ Joseph Silvestri
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Name: Joseph Silvestri
Title: Vice President
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GRR ACQUISITION CORP.
By: /s/ Joseph Silvestri
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Name: Joseph Silvestri
Title: Vice President
GSB HOLDINGS, INC.
By: /s/ Joseph Schollenberger
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Name: Joseph Schollenberger
Title: Vice President
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