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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. 10)
Ground Round Restaurants, Inc.
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(Name of Issuer)
Common Stock, par value $.16-2/3 460200-1-8
per share
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(Title of class of securities) (CUSIP number)
George H. Hempstead, III, c/o Hanson Industries
99 Wood Avenue South, Iselin, New Jersey 08830 (908) 603-6600
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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. 460200-10-8 13D
1 NAME OF REPORTING PERSON: HANSON PLC
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 ENGLAND
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 3,680,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 3,680,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 3,680,000
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): 33.1%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 460200-10-8 13D
1 NAME OF REPORTING PERSON: HANSON HOLDINGS (1) LTD.
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 ENGLAND
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 3,680,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 3,680,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 3,680,000
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): 33.1%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 460200-10-8 13D
1 NAME OF REPORTING PERSON: HANSON OVERSEAS HOLDINGS LTD.
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 ENGLAND
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 3,680,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 3,680,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 3,680,000
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): 33.1%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 460200-10-8 13D
1 NAME OF REPORTING PERSON: HANSON HOLDINGS NETHERLANDS B.V.
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 KINGDOM OF THE NETHERLANDS
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 3,680,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 3,680,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 3,680,000
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): 33.1%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 460200-10-8 13D
1 NAME OF REPORTING PERSON: HM ANGLO-AMERICAN, LTD.
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: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 3,680,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 3,680,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 3,680,000
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): 33.1%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 460200-10-8 13D
1 NAME OF REPORTING PERSON: HANSON AMERICA 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: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 3,680,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 3,680,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 3,680,000
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): 33.1%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 460200-10-8 13D
1 NAME OF REPORTING PERSON: HM 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: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 3,680,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 3,680,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 3,680,000
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): 33.1%
14 TYPE OF REPORTING PERSON: CO
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This Statement amends the Statement on Schedule 13D filed
with the Securities and Exchange Commission (the "Commission") by HM
Holdings, Inc. ("HM Holdings"), Hanson America Inc. ("Hanson America",
formerly known as HM Investments, Ltd.), HM Anglo-American, Ltd.
("Anglo"), Hanson Holdings Netherlands B.V. ("Netherlands"), Hanson
Overseas Holdings Limited ("Overseas"), Hanson Holdings (1) Limited
("HH-1") and Hanson PLC (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 9
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 HM
Holdings, Parent and Purchaser (the "Termination Agreement"). GSB
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. 10 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
HANSON PLC
HANSON HOLDINGS (1) LIMITED
HANSON OVERSEAS HOLDINGS LIMITED
HANSON HOLDINGS NETHERLANDS B.V.
By: /s/ George H. Hempstead, III
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George H. Hempstead, III
Attorney-in-Fact
HM ANGLO-AMERICAN, LTD.
HANSON AMERICA INC.
HM HOLDINGS, INC.
By: /s/ George H. Hempstead, III
---------------------------------------------
George H. Hempstead, III
Vice President
NYFS02...:\13\51513\0116\1323\SCHN104D.49A
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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 HM
Holdings, Inc., a Delaware corporation ("HMH").
RECITALS
A. Parent, Purchaser and HMH are parties to a Shareholder
Agreement, dated August 23, 1994 (the "HMH 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 HMH 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 HMH Agreement is hereby terminated and shall have no
further force or effect.
2. Each of Sections 13, 14, 16 and 17 of the HMH Agreement is
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
HM HOLDINGS, INC.
By: /s/ George H. Hempstead, III
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Name: George H. Hempstead, III
Title: Vice President
NYFS02...:\13\51513\0115\1323\EXHN164K.200
