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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. 5)
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)
George H. MacLean, Senior Vice President and General Counsel,
USI American Holdings, Inc.
101 Wood Avenue South, Iselin, New Jersey 08830 (908) 767-0700
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(Name, address and telephone number of person authorized to receive
notices and communications)
September 30, 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
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CUSIP No. 460200-10-8 13D
1 NAME OF REPORTING PERSON: U.S. INDUSTRIES, 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
8 SHARED VOTING POWER: 4,190,900 (includes
BENEFICIALLY 558,800 shares
OWNED BY beneficially owned by GSB
Holdings, Inc.)
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
10 SHARED DISPOSITIVE 4,190,900 (includes
PERSON WITH POWER: 558,800 shares
beneficially owned by GSB
Holdings, Inc.)
11 AGGREGATE AMOUNT BENEFICIALLY 4,190,900 (includes
OWNED BY REPORTING PERSON: 558,800 shares
beneficially owned by GSB
Holdings, Inc.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 37.5%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 460200-10-8 13D
1 NAME OF REPORTING PERSON: USI AMERICAN 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
8 SHARED VOTING POWER: 4,190,900 (includes
BENEFICIALLY 558,800 shares
OWNED BY beneficially owned by GSB
Holdings, Inc.)
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
10 SHARED DISPOSITIVE 4,190,900 (includes
PERSON WITH POWER: 558,800 shares
beneficially owned by GSB
Holdings, Inc.)
11 AGGREGATE AMOUNT BENEFICIALLY 4,190,100 (includes
OWNED BY REPORTING PERSON: 558,800 shares
beneficially owned by GSB
Holdings, Inc.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 37.5%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 460200-10-8 13D
1 NAME OF REPORTING PERSON: JACUZZI 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
8 SHARED VOTING POWER: 4,190,900 (includes
BENEFICIALLY 558,800 shares
OWNED BY beneficially owned by GSB
Holdings, Inc.)
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
10 SHARED DISPOSITIVE 4,190,900 (includes
PERSON WITH POWER: 558,800 shares
beneficially owned by GSB
Holdings, Inc.)
11 AGGREGATE AMOUNT BENEFICIALLY 4,190,900 (includes
OWNED BY REPORTING PERSON: 558,800 shares
beneficially owned by GSB
Holdings, Inc.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 37.5%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 460200-10-8 13D
1 NAME OF REPORTING PERSON: JUSI 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
8 SHARED VOTING POWER: 4,190,900 (includes
BENEFICIALLY 558,800 shares
OWNED BY beneficially owned by GSB
Holdings, Inc.)
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
10 SHARED DISPOSITIVE 4,190,900 (includes
PERSON WITH POWER: 558,800 shares
beneficially owned by GSB
Holdings, Inc.)
11 AGGREGATE AMOUNT BENEFICIALLY 4,190,900 (includes
OWNED BY REPORTING PERSON: 558,800 shares
beneficially owned by GSB
Holdings, Inc.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 37.5%
14 TYPE OF REPORTING PERSON: CO
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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 U.S. Industries, Inc.
("USI"), USI American Holdings, Inc. ("USIAH"), Jacuzzi Inc.
("Jacuzzi") and JUSI Holdings, Inc. ("JUSI") (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 4. Purpose of Transaction.
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On September 12, 1996, the Company refinanced its existing
credit facility by entering into an amended and restated credit
agreement (the "New Ground Round Credit Agreement") with the Bank of
New York, as agent for the lenders parties thereto ("Lenders"). The
New Ground Round Credit Agreement provides, inter alia, that upon
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delivery by JUSI of 100,000 shares of Common Stock to the Lenders, it
shall no longer constitute an event of default under the New Ground
Round Credit Agreement if USI and its affiliates (i) cease to be the
legal and beneficial owners of at least 25% of the outstanding shares
of capital stock of the Company, or (ii) shall fail to have two
nominees serving on the Company's board of directors while they own
20% or more of the capital stock of the Company, and one nominee
serving on the Company's board of directors so long as they own 10% or
more but less than 20% of the outstanding capital stock of the Company
(the events listed in clauses (i) and (ii) being hereinafter referred
to as the "Prohibited Actions").
In connection with the execution of the New Ground Round
Credit Agreement, the Company and JUSI entered into an Amendment,
dated as of September 12, 1996, to the HMH Agreement which provides,
inter alia, that upon delivery by JUSI of 100,000 shares of Common
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Stock to the Lenders pursuant to the New Ground Round Credit
Agreement, the provisions of the HMH Agreement setting forth USI's
agreement not to take the Prohibited Actions for as long as any
amounts remain outstanding under the New Ground Round Credit Agreement
will terminate. A copy of the Amendment to the HMH Agreement is filed
as an exhibit to this Statement on Schedule 13D and is incorporated
herein by reference.
Thereafter, on October 1, 1996, JUSI transferred 100,000
shares of Common Stock to the Lenders, whereupon the Prohibited
Actions ceased to constitute events of default under
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the New Ground Round Credit Agreement and ceased to be prohibited by
the HMH Agreement.
In addition, on September 30, 1996, JUSI exercised one of
its demand registration rights under the HMH Agreement by requesting
that the Company file a registration statement under the Securities
Act of 1933 to permit JUSI to sell any or all 3,632,100 shares of
Common Stock owned by JUSI from time to time in one or more
transactions.
Item 5. Interest in Securities of the Issuer
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The information set forth in response to Item 4 is
incorporated herein by reference.
After giving effect to the transfer of 100,000 shares of
Common Stock by JUSI to the Lenders as described in Item 4 above, on
the date hereof the Beneficial Owners were the beneficial owners of
4,190,900 shares of the Common Stock (including 558,800 shares
beneficially owned by GSB, representing approximately 37.5% of the
outstanding shares of the Common Stock (based on 11,173,421 shares of
the Common Stock reported outstanding in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 1996).
Item 6. Contracts, Arrangements, Understandings or Relationships
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with Respect to Securities of the Issuer.
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The information set forth in response to Item 4 is
incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits.
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The following are filed herewith as Exhibits to this
Schedule 13D:
1. Amendment dated as of September 12, 1996 to the
Stockholder Agreement between JUSI (as successor to HM Holdings, Inc.)
and the Company.
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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: October 1, 1996
U.S. INDUSTRIES, INC.
USI AMERICAN HOLDINGS, INC.
JACUZZI INC.
JUSI HOLDINGS, INC.
By: /s/ George H. MacLean
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George H. MacLean
Senior Vice President
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EXHIBIT INDEX
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Item No. Page No.
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1. Amendment dated as of September 12, 1996 to the
Stockholder Agreement between JUSI (as
successor to HM Holdings, Inc.) and the Company
NYFS11...:\95\78595\0001\1664\SEC9236R.23A
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EXHIBIT 1
AMENDMENT TO STOCKHOLDER AGREEMENT
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AMENDMENT dated as of September 12, 1996 to the Stockholder
Agreement dated as of August 1, 1991 ("Stockholder Agreement") among
JUSI HOLDINGS INC., successor in interest to HM Holdings, Inc.
("JUSI"), and GROUND ROUND RESTAURANTS, INC. ("Company" or "GRR").
WHEREAS, in connection with GRR refinancing of its credit
facility with the Bank of New York, as Agent for the Lenders
("Lenders") (such refinancing of the credit facility being referred to
herein as the "Credit Agreement"), the Lenders have agreed that upon
delivery by JUSI of One hundred thousand (100,000) shares of common
stock of GRR to the Lenders it shall no longer constitute an Event of
Default under the Credit Agreement if U.S. Industries, Inc., JUSI's
ultimate parent corporation ("USI") and its affiliates (i) cease to be
the legal and beneficial owners of at least twenty-five percent (25%)
of the outstanding shares of capital stock of GRR, or (ii) shall fail
to have two (2) nominees serving on the Board of Directors of GRR
while they own twenty percent (20%) or more of the capital stock of
GRR, and one (1) nominee serving on the Board of
Directors of GRR so long as they own ten percent (10%) or more but
less than 20% of the outstanding capital stock of GRR; and
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WHEREAS, in connection with the Credit Agreement, GRR has
issued Convertible Notes (as defined in the Credit Agreement) to the
Lenders, and, in connection therewith, has entered into a Registration
Rights Agreement with the Lenders ("Registration Rights Agreement")
whereby Lenders are granted certain demand and "piggy-back"
registration rights with respect to shares of GRR common stock
issuable upon exercise by the Lenders of their conversion rights
pursuant to the Convertible Notes and 100,000 shares of GRR common
stock that may be transferred by JUSI to the Lenders; and
WHEREAS, pursuant to the Stockholder Agreement, JUSI has
certain demand and "piggy-back" registration rights which conflict
with the registration rights granted to Lenders in the Registration
Rights Agreement, and JUSI is willing to amend the Stockholders
Agreement so as to eliminate such conflict and to enable GRR to enter
into the Registration Rights Agreement with the Lenders; and
WHEREAS, the parties desire to amend the Stockholder
Agreement so as to enable JUSI and the Company to comply with their
obligations and obtain the benefits of the Credit Agreement;
NOW, THEREFORE, in consideration of the premises and other
valuable consideration, receipt of which is hereby acknowledged, the
parties hereby agree as follows:
1. All references in the Stockholder Agreement to "HMH"
shall be deemed to mean "JUSI", and all references to the "Hanson
Group" shall be deemed to mean "JUSI and its subsidiaries and
affiliates."
2. JUSI hereby consents to the Registration Rights
Agreement and agrees to amend Paragraph (c)(ii) of Annex A to the
Stockholder Agreement by changing the period (".") at the end thereof
to a semicolon (";") and adding the following language at the end
thereof:
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"provided, however, that if such Registration
Statement shall be filed pursuant to Paragraph (a)
hereof, and one or more of the Lenders exercises
its "piggy-back" registration rights pursuant to
Section 3(b) of the Registration Rights Agreement,
dated as of September 12, 1996, among GRR and the
Lenders, any reduction of the number of shares
sought to be registered by all shareholders,
including the initiating party, shall be reduced
pro rata in proportion to the number of shares
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sought to be registered by all such persons to the extent
recommended by the managing underwriter."
3. Section 3.2(b) is hereby deleted in its entirety.
4. JUSI hereby acknowledges that GRR has complied with
Section 3.3(b) in connection with the issuance of the Convertible
Notes to the Lenders pursuant to the Credit Agreement
and hereby waives its rights pursuant to Section 3.3(b) with respect
thereto.
5. Effective upon delivery by JUSI of 100,000 shares of
common stock of GRR to the Lenders in accordance with Section 6.01(k)
of the Credit Agreement, Paragraph 4 of the Stockholder Agreement
shall thereupon be deleted in its entirety.
6. In all other respects the provisions of the Stockholder
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first above written.
JUSI HOLDINGS INC.:
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BY:
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NAME
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TITLE
GROUND ROUND RESTAURANTS, INC.:
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By:
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Name
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Title
NYF11...:\95\78595\0001\1664\AGR0016N.300
