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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. 8)
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)
August 25, 1995
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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.
(Continued on following page(s))
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CUSIP No. 460200-10-8 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) [x]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.73%
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) [x]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.73%
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:
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) [x]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.73%
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 7
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 August 25, 1995, GSB entered into an agreement (the
"Shareholder Agreement") with JUSI Holdings, Inc., a Delaware
corporation ("JUSI") which directly beneficially owns 4,320,000 shares
of Common Stock, representing approximately 33.1% of the outstanding
shares of Common Stock. David H. Clarke is the Chairman of the Board
and Chief Executive Officer of JUSI's parent corporation, U.S.
Industries, Inc.
In the Shareholder Agreement, GSB agreed, among other
things, that (i) GSB shall vote all shares of Common Stock
beneficially owned by it in the same manner as JUSI shall vote with
respect to such matter, as JUSI shall specify after consultation by
JUSI with GSB, and (ii) GSB shall not sell, transfer or otherwise
dispose of any shares of Common Stock to an unaffiliated third party
except in the following circumstance: if JUSI enters into an agreement
with an unaffiliated third party (a "Third Party") to sell, transfer
or otherwise dispose of any shares of Common Stock, then at the
direction of JUSI, GSB shall enter into an agreement with the Third
Party on the same terms and conditions to sell the same percentage of
the total number of shares of Common Stock owned by GSB as the
percentage of shares of Common Stock owned by JUSI to be sold to the
Third Party.
In addition, in the Shareholders Agreement, JUSI agreed,
among other things, that it shall not sell, transfer or otherwise
dispose of any shares of Common Stock to an unaffiliated third party
unless it shall have arranged for GSB to sell the same percentage of
its shares of Common Stock to the third party on the same terms and
conditions.
The Shareholder Agreement shall terminate on September 30,
1996, unless prior to such date the parties agree in writing to extend
such term.
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The Shareholder Agreement has been filed as an exhibit to
this Amendment and is incorporated herein by reference.
Subject to the foregoing, the Beneficial Owners may
determine to acquire or dispose of shares of Common Stock, directly or
indirectly, in open-market or privately negotiated transactions,
subject to their continuing evaluation of the performance and
prospects of the Company and upon other developments and circumstances
including, without limitation, general economic, market and business
conditions.
Item 7. Materials to be Filed as Exhibits.
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The following is filed herewith as an Exhibit to this
Schedule 13D:
5. Agreement, dated August 25, 1995 between JUSI Holdings,
Inc. and GSB Holdings, Inc.
NYFS11...:\95\78595\0001\1323\13D8255K.430
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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: August 29, 1995
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
*
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DAVID H. CLARKE
* by Joseph Schollenberger
Attorney-in-fact
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EXHIBIT INDEX
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Item No. Page No.
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5. Agreement, dated August 25, 1995 between
JUSI Holdings, Inc. and GSB Holdings, Inc.
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AGREEMENT
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AGREEMENT, dated as of August 25, 1995, between JUSI
Holdings, Inc. ("JUSI") and GSB Holdings, Inc. ("GSB").
WHEREAS, JUSI owns of record 3,680,000 shares of the common
stock, par value $.16-2/3 per share (the "Common Stock"), of Ground
Round Restaurants, Inc. (the "Company") and JUSI and certain of its
Affiliates (as such term is defined in Section 7) have filed a
Statement on Schedule 13D, as amended, with respect to their
beneficial ownership of such shares (the signatories to such Statement
being hereafter referred to as the "USI Group"); and
WHEREAS, GSB owns of record 640,000 shares of Common Stock
and GSB and certain of its Affiliates have filed a Statement on
Schedule 13D, as amended, with respect to their beneficial ownership
of such shares (the signatories to such Statement being hereafter
referred to as the "GSB Group"); and
WHEREAS, JUSI and GSB desire to enter into certain
agreements with respect to the voting and transfer of shares of Common
Stock now beneficially owned or hereafter acquired by them.
NOW, THEREFORE, in consideration of the agreements and
mutual covenants contained herein, the parties hereto agree as
follows:
1. Voting of Shares of Common Stock by GSB. GSB agrees
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that, during the term of this Agreement, with respect to each and any
matter put to the vote of the shareholders of the Company or as to
which the consent of the shareholders of the Company is sought, it
shall vote or execute a written consent in respect of, as the case may
be, all shares of Common Stock beneficially owned by it in the same
manner as JUSI shall vote or execute a written consent with respect to
such matter, as JUSI shall specify after consultation by JUSI with
GSB.
2. Transfer of Shares of Common Stock by GSB.
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(a) GSB agrees that, during the term of this
Agreement, except in accordance with paragraph (b) below, it shall
not, and shall not agree to, sell, transfer or otherwise dispose of
any beneficial ownership interest in any shares of
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Common Stock to any person (other than to an Affiliate who agrees in
writing to be bound by the terms of this Agreement).
(b) GSB agrees that if, during the term of this
Agreement, JUSI shall enter into an agreement (the "JUSI Sale
Agreement") with a Third Person (as such term is defined in Section 7)
to sell, transfer or otherwise dispose of any beneficial ownership
interest in any shares of Common Stock, at the direction of JUSI after
consultation by JUSI with GSB, GSB shall concurrently enter into an
agreement with the Third Person (the "GSB Sale Agreement") containing
terms and conditions that are identical to those contained in the JUSI
Sale Agreement (including the provision required by Section 3(c)
below) except that the number of shares of Common Stock subject to the
GSB Sale Agreement shall represent the same percentage of the total
number of shares of Common Stock owned of record by GSB as the number
of shares of Common Stock subject to the JUSI Sale Agreement
represents of the total number of shares of Common Stock owned of
record by JUSI.
(c) GSB agrees that it will not complete the sale, transfer
or other disposition contemplated by the GSB Sale Agreement if JUSI is
ready, able and willing to complete the sale, transfer or other
disposition contemplated by the JUSI Sale Agreement but the Third
Person breaches its obligation to do so.
3. Transfer of Shares of Common Stock by JUSI.
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(a) JUSI agrees that, during the term of this
Agreement, it shall not (i) agree to sell, transfer or otherwise
dispose of any beneficial ownership interest in any shares of Common
Stock to a Third Person unless it has arranged for GSB to have an
opportunity to enter into the GSB Sale Agreement concurrently or (ii)
complete such sale, transfer or other disposition if GSB is ready,
able and willing to complete the sale, transfer or other disposition
contemplated by the GSB Sale Agreement but the Third Party breaches
its obligation to do so.
(b) JUSI shall not enter into the JUSI Sale Agreement
if GSB is ready, able and willing to enter into the GSB Sale Agreement
but the Third Person fails to do so.
(c) JUSI shall not enter into the JUSI Sale Agreement
unless such agreement provides that JUSI shall not be obligated to
complete the sale, transfer or other disposition contemplated thereby
if GSB is ready, able and willing to complete the sale, transfer or
other disposition contemplated by
NYFS11...:\95\78595\0001\1323\AGR7245K.03B
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the GSB Sale Agreement but the Third Person breaches its obligation to
do so.
4. After-Acquired Shares. All of the provisions of this
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Agreement shall apply to all of the shares of Common Stock now owned
or hereafter issued or transferred to JUSI or GSB in consequence of
any additional issuance, purchase, transfer, exchange or
reclassification of the Common Stock, corporate reorganization, or any
other form of recapitalization, or consolidation, merger, share split,
or share dividend, or which are acquired by JUSI Group or GSB in any
other manner.
5. Section 13(d) and Section 16(a) Matters.
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(a) The parties agree that they constitute a "group"
for purposes of filing statements on Schedule 13D pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act").
(b) The parties agree that (i) no member of the GSB
Group has any direct or indirect pecuniary interest in any shares of
Common Stock beneficially owned by the USI Group within the meaning of
Rule 16a-1(a)(2) under the Exchange Act and (ii) no member of the USI
Group has any direct or indirect pecuniary interest in any shares of
Common Stock beneficially owned by GSB within the meaning of Rule 16a-
1(a)(2) under the Exchange Act.
6. Term. The term of this Agreement shall commence on the
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date hereof and terminate at the close of business on September 30,
1996, unless extended by written agreement of the parties.
7. Certain Definitions. For purposes of this Agreement:
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(a) The term "Affiliate" shall have the meaning
ascribed to it in Rule 12b-2 under the Exchange Act.
(b) The term "Third Person" shall mean any individual,
partnership, corporation or other person except a corporation which
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both (i) directly or indirectly owns all of the capital stock of JUSI
(a "JUSI Parent") or of which a JUSI Parent owns all of its capital
stock and (ii) agrees in writing to be bound by the terms of this
Agreement.
8. Counterparts. This Agreement may be executed in two or
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more counterparts, each of which shall be deemed to be an
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original, but all of which together shall constitute one and the same
instrument.
9. Governing Law. This Agreement shall be governed and
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construed in accordance with the law of the State of New York
applicable to contracts made and to be performed in New York.
10. Successors and Assigns. This Agreement shall be
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binding upon and inure to the benefit of the parties hereto and their
successors and permitted assigns.
IN WITNESS WHEREOF, the parties hereto have caused their
respective officers, thereunto duly authorized, to execute and deliver
this Agreement as of the date first written above.
JUSI HOLDINGS, INC. GSB HOLDINGS, INC.
By: /s/ George H. MacLean By: /s/Joseph Schollenberger
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Name : George H. MacLean Name:Joseph Schollenberger
Title: Senior Vice President Title: Vice President
