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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. 9)
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)
May 20, 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: 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 Pages
Page 1 of 7 Pages
Exhibit Index Appears on Page 7
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CUSIP No. 460200-10-8 13D Page 2 of 7
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 Page 3 of 7
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 Page 4 of 7
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 as
previously amended, the "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"). Unless otherwise defined
herein, all capitalized terms used herein shall have the meanings
ascribed to them in previous filings of the Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships
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with Respect to Securities of the Issuer
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On May 20, 1996, JUSI and GSB Holdings, Inc. ("GSB"),
entered into an amendment (the "Shareholder Agreement Amendment") to
the Shareholder Agreement, dated August 25, 1995, between JUSI and
GSB. The Shareholder Agreement Amendment has been filed as an exhibit
to this Amendment and is incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits.
---------------------------------
The following is filed herewith as an Exhibit to this
Schedule 13D:
6. Amendment, dated May 20, 1996 between JUSI Holdings,
Inc. and GSB Holdings, Inc.
5
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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: May 20, 1996
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
6
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EXHIBIT INDEX
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Item No.
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5. Amendment, dated May 20, 1996, between
JUSI Holdings, Inc. and GSB Holdings, Inc.
7
NYFS11...:\95\78595\0001\1713\13D5176T.120
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Exhibit 5
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AMENDMENT
THIS AMENDMENT to that certain Agreement dated as of August
14, 1995 (the "Agreement"), between JUSI Holdings, Inc. ("JUSI") and
GSB Holdings, Inc. ("GSB"), is made as of May 20, 1996. Capitalized
terms used herein and not otherwise defined herein shall have the
meanings ascribed to such terms in the Agreement.
WHEREAS, JUSI and GSB are parties to the Agreement; and
WHEREAS, JUSI and GSB wish to modify certain provisions of
the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and in the Agreement, the parties to this Amendment
hereby agree as follows:
1. Section 2(a) of the Agreement is hereby deleted in its
entirety and replaced by the following:
" (a) GSB agrees that, during the term of this Agreement,
except in accordance with paragraph (b) below and except for
sales of Common Stock in the open market pursuant to Rule
144 under the Securities Act of 1933, as amended, it shall
not, and shall not agree to, sell, transfer or otherwise
dispose of any beneficial ownership interest in any shares
of Common Stock to any person (other than to an Affiliate
who agrees in writing to be bound by the terms of this
Agreement)."
2. Except for the modifications expressly set forth in
Section 1 of this Amendment, the Agreement shall remain unmodified and
in full force and effect.
3. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.
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4. This Amendment shall be governed and construed in
accordance with the law of the State of New York applicable to
contracts made and to be performed in New York.
IN WITNESS WHEREOF, the parties hereto have caused their
respective officers, thereunto duly authorized, to execute and deliver
this Amendment 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
NYFS11...:\95\78595\0001\1713\EXH5216L.110
