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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. 10)
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 6 Pages
Exhibit Index Appears on Page
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CUSIP No. 460200-10-8 13D Page 2 of 6
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: 658,800
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 658,800
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 658,800
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): 5.9%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 460200-10-8 13D Page 3 of 6
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: 658,800
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 658,800
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 658,800
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): 5.9%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 460200-10-8 13D Page 4 of 6
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: 658,800
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 658,800
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 658,800
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): 5.9%
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 5. Interest in Securities of the Issuer
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On May 21, 1996, the Beneficial Owners filed Amendment No. 9
to the Schedule 13D stating that on May 20, 1996, GSB and JUSI
Holdings, Inc. ("JUSI") entered into an amendment to the Shareholder
Agreement, dated August 25, 1995, between GSB and JUSI. During the
period between August 29, 1995 (the date on which the Beneficial
Owners filed Amendment No. 8 to the Schedule 13D) and May 21, 1996,
the Beneficial Owners acquired beneficial ownership of 18,800 shares
of Common Stock in addition to those shares of the Common Stock
reported on Amendment No. 8 to the Schedule 13D. After giving effect
to the acquisition of the 18,800 additional shares, on May 21, 1996
and on the date hereof, the Beneficial Owners were the beneficial
owners of 658,800 shares of the Common Stock, representing
approximately 5.9% 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 March 31, 1996). None of the additional 18,800 shares
were acquired by the Beneficial Owners during the past 60 days, and
the 18,800 shares represent less than 1% of the outstanding shares of
the Common Stock.
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 24, 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
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