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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, PAR VALUE $.16-2/3
PER SHARE 460200-10-8
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(Title of class of securities) (CUSIP number)
CHRISTIAN R. GUNTNER
44 FRONT STREET, SUITE 770
WORCESTER MA 01608
(508) 752-1454
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(Name, address and telephone number of person authorized to receive notices and
communications)
JULY 9, 1997
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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 [_].
(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 page(s))
(Page 1 of 9 Pages)
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CUSIP No. 460200-10-8 13D Page 2 of 9
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1 NAME OF REPORTING PERSON: CHRISTIAN R. GUNTNER
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X]
(B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
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6 CITIZENSHIP OR PLACE OF U.S.A.
ORGANIZATION:
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NUMBER OF 7 SOLE VOTING POWER: 1,902,100
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER:
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 1,902,100
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER:
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,902,100
REPORTING PERSON:
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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): 17.0%
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14 TYPE OF REPORTING PERSON: IN
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CUSIP No. 460200-10-8 13D Page 3 of 9
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1 NAME OF REPORTING PERSON: DAVID T. DIPASQUALE
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X]
(B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
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6 CITIZENSHIP OR PLACE OF U.S.A.
ORGANIZATION:
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NUMBER OF 7 SOLE VOTING POWER: 1,200,000
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER:
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 1,200,000
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER:
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,200,000
REPORTING PERSON:
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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): 10.7%
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14 TYPE OF REPORTING PERSON: IN
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Item 1. Security and Issuer.
This Statement relates to the common stock, par value $0.16-2/3 per
share ("Common Stock"), of Ground Round Restaurants, Inc., a New York
corporation (the "Company"). The address of the principal executive office of
the Company is 35 Braintree Office Hill Park, Braintree, Massachusetts
02184-9078.
This Statement is being filed on behalf of Christian R. Guntner
("Guntner") and David T. DiPasquale ("DiPasquale"). Guntner and DiPasquale are
hereinafter collectively referred to as the "Beneficial Owners". On July 9,
1997, the Beneficial Owners bought shares of the Common Stock from JUSI
Holdings, Inc. ("JUSI"), a wholly-owned subsidiary of U.S. Industries, Inc.
("USI"), in privately negotiated transactions, as follows: 1,892,100 shares of
Common Stock by Christian R. Guntner for $2,497,572 and 1,200,000 shares of
Common Stock by David T. DiPasquale for $1,584,000. A copy of the Stock Purchase
Agreement, dated July 9, 1997, among JUSI and ("USI") and Guntner and DiPasquale
(the "Stock Purchase Agreement") is attached as Exhibit 2 hereto and is
incorporated herein by reference. Messrs. Guntner and DiPasquale relinquished
their positions of USI at the closing. Guntner previously owned 10,000 shares of
the Common Stock
Item 2. Identity and Background.
(a) - (c), (f) Guntner is a U.S. citizen whose principal business
address is 44 Front Street, Suite 770, Worcester, MA. He is presently employed
as a private investor.
DiPasquale is a U.S. citizen whose principal business address is 44
Front Street, Suite 770, Worcester, MA. He is presently employed as a private
investor.
(d) - (e) Neither of the Beneficial Owners during the last five
years, have (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject to, federal or
state securities laws or finding any violation of such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds used by Guntner to purchase the 1,892,100
shares of Common Stock acquired by him was approximately $2,497,572 and was
provided from his personal funds. The total amount of funds used by DiPasquale
to purchase the 1,200,000 shares of Common Stock acquired by him was
approximately $1,584,000 and was provided from his personal funds.
Item 4. Purpose of Transaction.
The purpose of the Beneficial Owners in acquiring the securities of
the Company indicated in Item 5 below was to obtain an equity position in the
Company for investment purposes. Except as set forth below, the Beneficial
Owners have no present plans or intention which would result in or relate to any
of the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D. On July 10, 1997 DiPasquale was elected a director of the Company.
The Beneficial Owners will evaluate their position from time to time
and may determine to consult with management concerning the affairs of the
Company, seek to influence management in formulating and implementing future
policy, seek an active role in the affairs of the Company, seek representation
on the Board of Directors of the Company or seek control of the Company.
Depending upon which course of action the Beneficial Owners
determine to pursue, they may (1) purchase additional shares of Common Stock
from time to time in the open market, in privately negotiated transactions an/or
by tender offer; (2) seek to discuss with management a business combination of
the Company with one of the Beneficial Owners or one or more of their
affiliates; (3) consider engaging in a solicitation of proxies to elect their
nominees as directors of the Company, or (4) seek to sell their shares in the
open market or in privately negotiated transactions through one or more
transactions.
It should be noted that the possible activities of the Beneficial
Owners are subject to change at any time, and there is no assurance that the
Beneficial Owners will actually purchase any additional shares of Common Stock,
or seek to influence or obtain control of the Company.
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Item 5. Interest in Securities of the Issuer.
(a) (i) Guntner may be deemed to be the beneficial owner of
1,902,100 shares of Common Stock, which constitute approximately 17.0% of the
11,173,421 shares of Common Stock reported to be outstanding on May 9, 1997 by
the Company in its Quarterly Report on Form 10-Q for the fiscal quarter ended
March 30, 1997.
(ii) DiPasquale may be deemed to be the beneficial owner of
shares of Common Stock which constitute approximately 10.7% of the outstanding
shares of Common Stock of the Company.
(b) Neither of the Beneficial Owners has the right or power to vote
or direct the vote of the shares of Common Stock held by the other Beneficial
Owner.
(i) The Beneficial Owners have no power to vote, direct the
vote, dispose or direct the disposition of the shares of Common Stock owned by
the persons referred to in paragraph (a) other than the Beneficial Owners.
(c) Except as set forth above, none of the Beneficial Owners has
effected any transactions in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The information set forth in response to Item 4 is incorporated
herein by reference.
The Stock Purchase Agreement requires that if, within one year of
the date thereof, Guntner or DiPasquale sells any shares of Common Stock
including pursuant to a business combination transaction involving the Company
(a "Sale"), Guntner or DiPasquale, as the case may be, shall pay to JUSI (i)
100% of the Profit (as defined in the Stock Purchase Agreement) if the Sale
occurs within 90 days of the date of the Stock Purchase Agreement, (ii) 50% of
the Profit if the Sale occurs within 91 to 270 days of the date of the Stock
Purchase Agreement and (iii) 25% of the Profit if the Sale occurs within 271 to
365 days of the date of the Stock Purchase Agreement; provided that no Profit
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need be paid to JUSI for certain Sales of up to 309,210 shares after the 90th
day.
Item 7. Materials to be Filed as Exhibits.
The following are filed herewith as Exhibits to this Schedule 13D:
1. Group Agreement, dated July 9, 1997.
2. Stock Purchase Agreement, dated July 9, 1997,
among the Beneficial Owners and JUSI Holdings,
Inc.
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SIGNATURES
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: July 18, 1997
By: /s/ Christian R. Guntner
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Christian R. Guntner
By: /s/ David T. DiPasquale
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David T. DiPasquale
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EXHIBIT INDEX
Item No. Page No.
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1. Group Agreement, dated July 9, 1997.
2. Stock Purchase Agreement, dated
July 9, 1997, among the Beneficial
Owners and JUSI Holdings, Inc.
EXHIBIT 1
AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of the Schedule 13D (and any further amendment filed by them)
with respect to the shares of the Common Stock, $.16-2/3 par value, of Ground
Round Restaurants, Inc.
Dated as of: July 9, 1997
By: /s/ Christian R. Guntner
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Christian R. Guntner
By: /s/ David T. DiPasquale
-----------------------------------
David T. DiPasquale
STOCK PURCHASE AGREEMENT
AGREEMENT among JUSI HOLDINGS, INC., a Delaware corporation
("Seller"), U.S. INDUSTRIES, INC., a Delaware corporation and the owner of all
of the outstanding capital stock of Seller ("US"), CHRISTIAN R. GUNTNER ("CG")
and DAVID T. DiPASQUALE ("DP") (CG and DP are sometimes referred to collectively
as the "Buyers").
RECITALS:
A. Seller owns 3,092,100 shares (the "Shares") of Common Stock of
Ground Round Restaurants, Inc., a New York corporation ("Ground Round") which
constitute all shares of Common Stock of Ground Round owned by Seller.
B. CG desires to purchase, and Seller desires to sell to CG,
1,892,100 shares of Common Stock of Ground Round at $1.32 per Share (the "CG
Shares").
C. DP desires to purchase, and Seller desires to sell to DP,
1,200,000 shares of Common Stock of Ground Round at $1.32 per Share (the "DP
Shares").
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:
ARTICLE I
PURCHASE AND SALE OF STOCK
1.1 Purchase of the Shares from the Corporation. On the terms and
subject to the conditions set forth herein, the Seller shall sell the Shares to
the Buyers, and the Buyers shall purchase the Shares from the Seller.
1.2 Purchase Price. At the closing: (a) CG shall pay Seller Two
Million Four Hundred Ninety Seven Thousand Five Hundred Seventy-Two Dollars
($2,497,572) in consideration for the purchase of the CG Shares; and (b) DP
shall pay Seller One Million Five Hundred Eighty-Four Thousand Dollars
($1,584,000) in consideration for the purchase of the DP Shares.
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1.3 Closing. The Closing of the purchase and sale of the Shares is
taking place concurrently with the execution and delivery of this Agreement. At
the Closing, the Seller and Buyers executed and delivered this Agreement and the
following payments and delivery of documents took place: (a) Seller delivered to
Depository Trust Company a direction to transfer the CG Shares as set forth on
Schedule A; (b) Seller delivered to Depository Trust Company a direction to
transfer the DP Shares as set forth on Schedule A; (c) CG delivered to Seller
two checks of Seller payable to CG and endorsed to the order of Seller in the
total amount of Two Million Four Hundred Ninety-Seven Thousand Five Hundred
Seventy-Two Dollars ($2,497,572) pursuant to Section 1.2(a) above; and (d) DP
delivered to Seller a check of Seller payable to DP endorsed to the order of
Seller in the amount of One Million Five Hundred Eighty-Four Thousand Dollars
($1,584,000) pursuant to Section 1.2(b) above.
Each of Seller, CG and DP, by their execution and delivery of
this Agreement, acknowledge receipt of the certificates and/or checks, as
applicable, as set forth above.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller and US, jointly and severally, hereby represent and
warrant to the Buyers the following:
2.1 Authority. The Seller and US have full power and authority to
carry out the transactions contemplated by this Agreement. The execution,
delivery and performance of this Agreement by the Seller and US and the
consummation by the Seller and US of the transactions contemplated herein have
been duly and validly authorized by all necessary corporate action on the part
of the Seller and US, and will not conflict with or violate, or require any
notice or consent under, the terms or provisions of any agreement to which
Seller or US is a party or any law applicable to Seller or US.
2.2 Organization. The Seller and US are each corporations duly
organized, validly existing and in good standing under the laws of the State of
Delaware.
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2.3 Title. The Seller owns the Shares free and clear of all liens,
claims and encumbrances.
2.4 Agreements. Other than the Stockholder Agreement dated as of
August 1, 1991 between HM Holdings, Inc. and Ground Round, as amended by
Amendment to Stockholder Agreement dated as of September 12, 1996 among Seller
and Ground Round and the Stock Purchase Agreement dated October 18, 1989 between
HM Holdings, Inc. and Ground Round (then known as International Proteins
Corporation), neither Seller or US, nor any of Seller's or US' affiliates, are
party to any agreement relating to the Seller's ownership or voting of the
Shares.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE BUYERS
The Buyers, jointly and severally, hereby represent and warrant to
the Seller and US the following:
3.1 Stock Not Registered; Restrictions on Subsequent Sale. The
Buyers acknowledge and understand that the sale of the Shares has not been
registered under the Securities Act of 1933, as amended (the "Act"), or
applicable state securities laws, and that as a result the Shares are
"restricted securities" and may not be sold unless the Shares are subsequently
registered under the Act and applicable state securities laws or unless an
exemption from registration is available. The Buyers acknowledge that
restrictions to this effect may be placed on certificates for the Shares or as
otherwise appropriate.
3.2 Authority; Investment Intent. Each of the Buyers has full power
and authority to carry out the transactions contemplated by this Agreement and
the consummation by the Buyers of the transactions contemplated herein will not
conflict with or violate, or require any notice or consent under, the terms or
provisions of any agreement to which any Buyer is a party or any law applicable
to any Buyer. Each of the Buyers is purchasing the Shares for his own account
for investment purposes only and not with a view to sell, offer for sale or
otherwise dispose of all or any part of the Shares or in connection with any
distribution of the Shares. The Buyers agree not to resell any of the Shares
without registration under the Act and applicable state securities laws or
exemption
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therefrom. The Buyers are not acting as a nominee or agent for and do not have
any contracts, understandings, agreements or arrangements with any person to
sell, transfer or grant participations in the Shares to any person.
3.3 Accredited Investor. Each of the Buyers is an "accredited
investor" (as defined in Rule 501 promulgated under the Act), can bear the
economic risk of his investment for an indefinite period of time and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits ants and warrants that he is one of the following: (i) a
natural person whose individual net worth, or joint net worth with his spouse,
at the time of his execution of this Agreement, exceeds $1,000,000; or (ii) a
natural person who had an individual income in excess of $200,000 in each of the
two most recent years or joint income with his spouse in excess of $300,000 in
each of those years and has a reasonable expectation of reaching the same income
level in the current year.
3.4 Preexisting Relationship. CG has been a member of the Board of
Directors of Ground Round since July 1995 and, as a senior executive of an
affiliate of Seller, has been one of two executives responsible for monitoring
the Ground Round investment. Each of the Buyers (i) has the capacity to protect
his own interests in connection with this transaction by reason of his business
and financial experience; and (ii) has not been induced to purchase such
interest in Ground Round by any representation or warranty other than as
expressly set forth in Article II hereof. Each of the Buyers further understands
and acknowledges that an investment in Ground Round is one of high risk and is
speculative and represents that he can bear the loss of an investment in Ground
Round.
3.5 Buyer's Evaluation. Buyers acknowledge that they have made their
own independent examination, investigation, analysis and evaluation of Ground
Round, including their own estimate of the value of the Shares. Buyers
acknowledge that they have undertaken such due diligence, including, without
limitation, a review of the assets, liabilities, capitalization, financial
condition, cash flow, operations, books, records, and contracts of the Seller as
Buyers deem adequate.
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3.6 Seller's Representations Limited to Article II. Seller has not
made and shall not be deemed to have made to Buyers any representation or
warranty other than as expressly made by Sellerr warranty to Buyers with respect
to any projections, estimates or budgets heretofore delivered to or made
available to Buyers of future revenues, expenses or expenditures or future
results of operations of Ground Round or any other information or documents
(financial or otherwise) made available to Buyers or their advisers with respect
to Ground Round.
ARTICLE IV
CERTAIN TRANSFERS BY BUYERS
4.1 Transfer of Shares by Buyers. If a Buyer (a "Transferring
Buyer"), directly or indirectly, on or before the date one year from the date
hereof, sells, assigns, transfers or otherwise disposes of, or enters into any
agreement, commitment or obligation, oral or written, to sell, transfer, assign
or otherwise dispose of, any of the Shares or any interest therein (collectively
a "Transfer"), where the consideration per Share, less any brokerage commissions
per Share payable to third parties by the Transferring Buyer as a result of such
Transfer (the "Consideration"), received or to be received by a Transferring
Buyer exceeds $1.32 per Share (the "Base Price"), a Transferring Buyer shall pay
to Seller the amounts set forth below:
(a) If a Transfer occurs on or prior to the date ninety (90)
days after the date hereof a Transferring Buyer shall pay to Seller the amount
by which the Consideration exceeds $1.32 per Share multiplied by the number of
Shares transferred (the "Profit").
(b) If a Transfer occurs after the date 90 days from the date
hereof and on or prior to the date 270 days from the date hereof (the "Second
Period"), a Transferring Buyer shall pay to Seller 50% of the Profit.
(c) If a Transfer occurs after the date 270 days from the date
hereof and on or prior to the date 365 days from the date hereof (the "Third
Period"), a Transferring Buyer shall pay to Seller 25% of the Profit.
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Any payments required hereunder shall be paid to Seller within three (3)
business days of receipt of the Consideration by a Transferring Buyer. If
Consideration consists of property other than cash, a Transferring Buyer shall
pay to Seller in cash the amount payable under (a), (b) or (c) above using the
fair market value of any non-cash property constituting part of the
Consideration to calculate the Profit. If Ground Round declares a dividend
payable in common stock of Ground Round or the common stock is split into a
greater number of shares or combined into a lesser number of shares or the
Ground Round common stock is reclassified or recapitalized the Base Price shall
be proportionately adjusted and the obligations of Buyers hereunder shall apply
with respect to any shares or securities received in connection therewith. A
Transfer shall include any disposition of Shares by a Buyer pursuant to or in
connection with any merger, consolidation, sale of assets, business combination
or similar transaction involving Ground Round or the receipt of any property in
connection with any liquidation or dissolution of Ground Round ("Extraordinary
Transaction") and the provisions of this Article IV shall continue to apply with
respect to any securities received in connection with any such transaction with
appropriate adjustments to the Base Price.
4.2 Exempt Transfers. Notwithstanding Section 4.1 above, the Buyers
shall be permitted to Transfer on NASDAQ or in privately negotiated
transaction(s) for cash up to but not exceeding an aggregate of 309,210 Shares
after the date 90 days from the date hereof without being obligated to pay
Seller any of the Profit realized as a result of any such Transfer(s).
ARTICLE V
MISCELLANEOUS
5.1 Assignment. This Agreement and the rights, obligations and
duties of the parties hereto shall not be assignable or otherwise transferable
without the consent of the other parties.
5.2 Binding Effect and Benefit. This Agreement shall inure to the
benefit of, and shall be binding upon, the parties hereto, their heirs,
executors, administrators, personal representatives, successors and permitted
assigns.
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5.3 Headings and Captions. Subject headings and captions are
included for convenience purposes only and shall not affect the interpretation
of this Agreement.
5.4 Governing Law. This Agreement shall be subject to and governed
by the laws of the State of New York.
5.5 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be decreed as original, but all of which
together shall constitute one and the same instrument.
5.6 Entire Agreement. This Agreement contains the entire agreement
between the parties hereto with respect to the transactions contemplated by this
Agreement and supersedes all prior arrangements or understandings with respect
thereto.
5.7 Survival; Indemnity. Each of the representations and warranties
of the Seller, US and the Buyers set forth above shall survive the closing of
the transactions contemplated hereby. The Seller and US, jointly and severally
agree to indemnify the Buyers for all losses, liabilities, costs, expenses,
including, without limitation, reasonable attorneys' fees, damages and claims
(collectively "Losses") incurred by Buyers as a result of the breach by Seller
or US of any of the representations, warranties or agreements of Seller or US
set forth herein. The Buyers, jointly and severally, agree to indemnify Seller
and US for all Losses incurred by Seller or US as a result of a breach by a
Buyer of any of the representations, warranties or agreements of Buyers set
forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
this 9th day of July, 1997.
JUSI HOLDINGS, INC.
By: /s/ George H. MacLean
---------------------------------
Senior Vice President
U.S. INDUSTRIES, INC.
By: /s/ George H. MacLean
---------------------------------
Senior Vice President
/s/ Christian R. Guntner
---------------------------------
Christian R. Guntner
/s/ David T. Pasquale
---------------------------------
David T. Pasquale
7
