UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GROUND ROUND RESTAURANTS, INC.
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(Name of Issuer)
Common Stock, $0.1667 Par Value
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(Title of Class of Securities)
399427-10-3
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(CUSIP Number)
Mr. Edward B. Grier III
100 Jericho Quadrangle
Suite 212
Jericho, New York 11753
(212) 319-4100
-with copies to-
Joseph F. Mazzella, Esq.
Lane Altman & Owens
101 Federal Street
Boston, Massachusetts 02110
(617) 345-9800
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 25, 1996
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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 [X].
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: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13-d(a) 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 399427-10-3 Page 2 of 10 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Joel M. Greenblatt
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2 Check the Appropriate Box if a Member of a Group* (a)
(b) x
---
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3 SEC Use Only
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4 Source of Funds* AF
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5 Check Box if Disclosure of Legal Proceeding is
Required Pursuant to Items 2(d) or 2(e) ---
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6 Citizenship or Place of Organization USA
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Number of 7 Sole Voting Power 0
Shares __________________________________________________________
Beneficially 8 Shared Voting Power 620,608
Owned by __________________________________________________________
Each 9 Sole Dispositive Power 0
Reporting __________________________________________________________
Person With 10 Shared Dispositive Power 620,608
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 620,608
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12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* ---
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13 Percent of Class Represented by Amount in Row (11) 5.55%
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14 Type of Reporting Person* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 399427-10-3 Page 3 of 10 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Daniel L. Nir
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2 Check the Appropriate Box if a Member of a Group* (a)
(b) x
---
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3 SEC Use Only
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4 Source of Funds* AF
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5 Check Box if Disclosure of Legal Proceeding is
Required Pursuant to Items 2(d) or 2(e) ---
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization USA
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Number of 7 Sole Voting Power 0
Shares __________________________________________________________
Beneficially 8 Shared Voting Power 620,608
Owned by __________________________________________________________
Each 9 Sole Dispositive Power 0
Reporting __________________________________________________________
Person With 10 Shared Dispositive Power 620,608
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 620,608
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* ---
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 5.55%
- --------------------------------------------------------------------------------
14 Type of Reporting Person* IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP NO. 399427-10-3 PAGE 4 OF 10 PAGES
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ITEM 1. SECURITY AND ISSUER
Securities acquired: Common Stock, $0.1667 par value
Issuer: Ground Round Restaurants, Inc.
35 Braintree Hill Office Park
Braintree, Massachusetts 02184
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule is being filed jointly by Joel M. Greenblatt and
Daniel L. Nir (hereinafter sometimes collectively referred to as the "Reporting
Persons") in their capacities as controlling persons, directly or indirectly, of
the following entities:
(i) Alfred Partners, L.P., a Delaware limited partnership ("Alfred");
(ii) Alfred Partners, L.L.C., a Delaware limited liability company
which is a General Partner of Alfred ("Alfred LLC");
(iii) MRM Value Partners, a New York general partnership ("MRM");
(iv) Gotham Capital III, L.P., a Delaware limited partnership ("Gotham
III");
(v) Gotham Capital IV, L.P., a Delaware limited partnership ("Gotham
IV"); and
(vi) Gotham Capital Partners, L.L.C., a Delaware limited liability
company which is the General Partner of Gotham IV ("GCP").
(b), (c) and (f) Each of the Reporting Persons and other entities
described above has a business address of 100 Jericho Quadrangle, Suite 212,
Jericho, New York 11753.
Joel M. Greenblatt and Daniel L. Nir are each United States citizens
residing in the State of New York whose principal occupations are as General
Partners of Gotham III and Managing Members of Alfred LLC and GCP.
Each of Gotham III, Gotham IV and Alfred is a privately owned
investment partnership which is in the business of purchasing, for investment
and trading purposes, securities and other financial instruments.
GCP is a privately owned Delaware limited liability company the
principal business of which is to invest in securities and other financial
instruments and to act as General Partner of Gotham IV.
Alfred LLC is a privately owned Delaware limited liability company the
principal business of which is to invest in securities and other financial
instruments and to act as General Partner of Alfred.
MRM is a privately owned New York general partnership, the principal
business of which is to invest and trade in securities and other financial
instruments.
<PAGE>
CUSIP NO. 399427-10-3 PAGE 5 OF 10 PAGES
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(d) No events have occurred which would be required to be reported
under the provisions of this Item.
(e) No events have occurred which would be required to be reported
under the provisions of this Item.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
The source of the funds used by each of Messrs. Greenblatt and Nir to
purchase securities of the Issuer on behalf of Gotham III, Gotham IV, Alfred and
Alfred LLC was working capital and margin borrowing through Speer Leeds and
Kellogg. The approximate aggregate amounts of funds of Gotham III, Gotham IV,
Alfred and Alfred LLC used to purchase such securities were $932,396, $246,854,
$118,237 and $553,455, respectively (exclusive of commissions and other
expenses). The portion of such funds provided by margin borrowing is not readily
determinable and varies from time to time as a result of varying margin account
availability and unrelated ongoing transactions in such accounts. Working
capital was provided by capital contributions of partners and internally
generated funds.
The source of funds used to purchase securities of the Issuer on behalf
of MRM was cash assets in an investment advisory client account established with
[Newburger and Berman] pursuant to the terms of a written agreement between MRM
and a registered investment advisor. Such cash assets were provided by capital
contribution of partners.
ITEM 4. PURPOSE OF THE TRANSACTION
For each of the Reporting Persons, the purpose of the acquisition of
securities of the Issuer is investment. Except as otherwise set forth below,
neither of the Reporting Persons nor any of the entities controlled thereby have
any current plans or proposals which would result in any of the following:
1) acquisition by any person of additional securities of the Issuer, or
the disposition of securities of the Issuer except for open market or
privately negotiated purchases or sales of the Issuer's securities at
times and prices determined by the investment objectives of each of the
Reporting Persons;
2) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
3) any sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
4) any change in the present board of directors or managers of the Issuer;
5) any material change in the present capitalization or dividend policy of
the Issuer;
6) any other material change in the Issuer's business or corporate
structure;
7) any change in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any person;
8) causing a class of securities of the Issuer to be delisted from a
national securities exchange;
<PAGE>
CUSIP NO. 399427-10-3 PAGE 6 OF 10 PAGES
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9) causing a class of securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
10) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) The beneficial ownership by each of Joel M. Greenblatt and Daniel
L. Nir of Common Stock of the Issuer as of the date hereof is as follows:
<TABLE>
<CAPTION>
No. of Shares Deemed Nature of Ownership Percentage of Class
to be Beneficially Owned:
<S> <C> <C>
38,608 The record ownership and economic 0.35%
interest in such shares is held
by Alfred. Messrs. Greenblatt
and Nir are managing members of
Alfred LLC (which is the General
Partner of Alfred) and, therefore,
may be deemed to have indirect
beneficial ownership of, and
shared voting and dispositive power
with respect to, such shares.
184,300 The record ownership and economic 1.65%
interest in such shares is held
by Alfred LLC. Messrs.
Greenblatt and Nir are managing
members of Alfred LLC and,
therefore, may be deemed to have
indirect beneficial ownership of,
and shared voting and dispositive
power with respect to, such
shares.
7,200 The record ownership and economic 0.06%
interest in such shares is held
by MRM. Messrs. Greenblatt and
Nir are the controlling persons
of MRM and, therefore, may be
deemed to have indirect
beneficial ownership of, and
shared voting and dispositive
power with respect to, such
shares.
</TABLE>
<PAGE>
CUSIP NO. 399427-10-3 PAGE 7 OF 10 PAGES
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<TABLE>
<S> <C> <C>
308,600 The record ownership and economic 2.76%
interest in such shares is held
by Gotham III. Messrs.
Greenblatt and Nir are general
partners of Gotham III and,
therefore, may be deemed to have
indirect beneficial ownership of,
and shared voting and dispositive
power with respect to, such
shares.
81,900 The record ownership and economic 0.73%
interest in such shares is held
by Gotham IV. Messrs. Greenblatt
and Nir are managing members of
GCP (which is the General Partner
of Gotham IV) and, therefore, may
be deemed to have indirect
beneficial ownership of, and
shared voting and dispositive
power with respect to, such
shares.
============== ===============
620,608 5.55%
</TABLE>
Under Section 13(d) of the Securities and Exchange Act of 1934, as
amended, and the rules and regulations thereunder, as a result of the control
relationships described above, Joel M. Greenblatt may be deemed to be the
beneficial owner of 620,608 shares (5.55%) of the Common Stock of the Issuer.
Joel M. Greenblatt does not beneficially own any shares of Common Stock of the
Issuer other than through his interests as a general partner or managing member
as aforesaid, and he does not have exclusive voting or dispositive power over
any such shares.
Under Section 13(d) of the Securities and Exchange Act of 1934, as
amended, and the rules and regulations thereunder, as a result of the control
relationships described above, Daniel L. Nir may be deemed to be the beneficial
owner of 620,608 shares (5.55%) of the Common Stock of the Issuer. Daniel L. Nir
does not beneficially own any shares of the Common Stock of Issuer other than
through his interests as a general partner or managing member as aforesaid, and
he does not have exclusive voting or dispositive power over any such shares.
The number of shares beneficially owned and the percentage of
outstanding shares represented thereby, for each of the Reporting Persons and
other entities, have been computed in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended. The percentages of ownership
described above are based on the 11,173,421 outstanding shares of Common Stock
of the Issuer reported in the Issuer's Form 10-K filed on December 21, 1995.
(b) Alfred LLC and MRM each have the sole power to vote and dispose of
the Common Stock of the Issuer beneficially owned by them. Such voting and
dispositive power may be exercised on behalf of Alfred LLC by its Managing
Members and on behalf of MRM by any of its general partner. Each of
<PAGE>
CUSIP NO. 399427-10-3 PAGE 8 OF 10 PAGES
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Gotham III, Gotham IV and Alfred (collectively, the "Partnerships") has the sole
power to vote or to dispose of the Common Stock of the Issuer beneficially owned
by it. Such voting and dispositive power may be exercised on behalf of Gotham
III by its general partners. Voting and dispositive power may be exercised on
behalf of Alfred by the Managing Members of Alfred LLC, its general partner.
Voting and dispositive power may be exercised on behalf of Gotham IV by the
Managing Members of GCP, its general partner. Both Joel M. Greenblatt and Daniel
L. Nir are the general partners of Gotham III and the managing members of each
of GCP and Alfred LLC. Therefore, Joel M. Greenblatt and Daniel L. Nir may be
deemed to each have shared voting and dispositive power over the 620,608 shares
(5.55%) of the Common Stock of the Issuer beneficially owned in the aggregate by
the Partnerships, Alfred LLC and MRM.
(c) Transactions in the securities of the Issuer reported on herein
which have been effected in the past sixty days by the Reporting Persons are as
follows (all such transactions were open market acquisitions except for the open
market sale on January 12, 1996 parenthetically shown):
<TABLE>
<CAPTION>
Date No. of Shares Price per Share Total
<S> <C> <C> <C>
1/2/96 76,500 2.6250 200,812.50
1/3/96 7,000 2.7500 19,250.00
1/3/96 55,000 2.7571 151,640.50
1/4/96 5,000 3.1250 15,625.00
1/10/96 141,800 3.0000 425,400.00
1/12/96 5,000 3.0300 15,150.00
1/12/96 (3,692) 3.0625 (11,306.75)
1/15/96 10,000 3.3438 33,438.00
1/16/96 7,500 3.3125 24,843.75
1/19/96 10,000 3.4375 34,375.00
1/24/96 3,400 3.5000 11,900.00
1/24/96 10,000 3.5300 35,300.00
1/24/96 20,000 3.5313 70,626.00
1/25/96 2,000 2.9375 5,875.00
1/25/96 20,000 3.1406 62,812.00
1/25/96 45,000 3.2153 144,688.40
1/29/96 7,500 3.2500 24,375.00
1/30/96 5,000 3.2500 16,250.00
</TABLE>
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Agreement of Joint Filing
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CUSIP NO. 399427-10-3 PAGE 9 OF 10 PAGES
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After reasonable inquiry and to the best of our knowledge and belief, we each
certify that the information set forth in this statement is true, complete and
correct. This statement may be executed in multiple counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
/s/ Joel M. Greenblatt
_______________________
Joel M. Greenblatt
/s/ Daniel L. Nir
____________________________
Daniel L. Nir
Date: February 5, 1996
<PAGE>
CUSIP NO. 399427-10-3 PAGE 10 OF 10 PAGES
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EXHIBIT A
AGREEMENT OF JOINT FILING
GROUND ROUND RESTAURANTS, INC.
COMMON STOCK, $0.1667 PAR VALUE
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby confirm the agreement by and among them
to the joint filing on behalf of each of them of a Statement on Schedule 13D,
and any and all amendments thereto, with respect to the above-referenced
securities and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
WITNESS WHEREOF, the undersigned hereby execute this Agreement on this
5th day of February, 1996.
/s/ Daniel L.Nir
______________________
Daniel L. Nir
/s/ Joel M. Greenblatt
__________________
Joel M. Greenblatt
