UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
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)
April 18, 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 [ ].
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 7 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 488,508
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 0
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 488,508
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 488,508
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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) 4.37%
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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 7 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) [ ]
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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 488,508
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 0
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 488,508
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 488,508
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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) 4.37%
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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>
CUSIP NO. 399427-10-3 PAGE 3 OF 7 PAGES
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THIS AMENDMENT NO. 1 RELATES TO THE SCHEDULE 13D FILED ON BEHALF OF THE
REPORTING PERSONS ON FEBRUARY 5, 1996. ITEMS 5 AND 7 OF SAID SCHEDULE 13D ARE
HEREBY DELETED IN THEIR ENTIRETY AND REPLACED WITH THE TEXTS OF ITEMS 5 AND 7
SET FORTH HEREINBELOW. UNLESS OTHERWISE DEFINED HEREIN, ALL CAPITALIZED TERMS
USED HEREIN SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN SAID SCHEDULE 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The beneficial ownership of each of Joel M. Greenblatt and Daniel
L. Nir of Common Stock of the Issuer as of the date hereof is less than five
percent (5%). Specifically, the beneficial ownership of each of said persons is
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.
137,500 The record ownership and economic 1.23%
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 4 OF 7 PAGES
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<TABLE>
<S> <C> <C>
238,500 The record ownership and economic 2.13%
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.
66,700 The record ownership and economic 0.60%
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.
============== ===============
488,508 4.37%
</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 488,508 shares (4.37%) 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 488,508 shares (4.37%) 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-Q filed on February 14, 1996.
(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 Gotham III,
Gotham IV and Alfred (collectively, the "Partnerships") has the sole power to
vote or to
<PAGE>
CUSIP NO. 399427-10-3 PAGE 6 OF 7 PAGES
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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 488,508 shares (4.37%) 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 or sales, as
indicated, sales are parenthetically shown):
<TABLE>
<CAPTION>
Date No. of Shares Price per Share Total
<S> <C> <C> <C>
2/20/96 10,000 3.1875 $ 31,785.00
2/21/96 25,400 3.1562 $ 80,167.48
2/21/96 5,000 3.2500 $ 16,250.00
3/12/96 40,000 3.1250 $125,000.00
3/13/96 20,000 3.1875 $ 63,750.00
4/11/96 (10,000) 4.9375 $ 49,375.00
4/11/96 (10,000) 5.0000 $ 50,000.00
4/11/96 (85,000) 4.8000 $408,000.00
4/12/96 (24,000) 4.1250 $ 99,000.00
4/15/96 (16,000) 4.3750 $ 70,000.00
4/16/96 (37,700) 4.3955 $165,710.35
4/17/96 (1,500) 4.3750 $ 6,5623.50
4/18/96 (31,500) 4.2500 $133,875.00
4/19/96 (16,800) 4.2500 $ 71,400.00
</TABLE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Agreement of Joint Filing -- Incorporated by reference to
Exhibit A attached to the
Schedule 13D filed with the
Securities and Exchange
Commission on February 5,
1996.
<PAGE>
CUSIP NO. 399427-10-3 PAGE 7 OF 7 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
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Joel M. Greenblatt
/s/ Daniel L. Nir
----------------------------
Daniel L. Nir
Date: April 22, 1996
