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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. 6)
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)
February 21, 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 [_].
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 9 Pages
Exhibit Index Appears on Page 9
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CUSIP No. 460200-10-8 13D Page 2 of 9
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
BENEFICIALLY 8 SHARED VOTING POWER: 3,632,100
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 3,632,100
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 3,632,100
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 32.5%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 460200-10-8 13D Page 3 of 9
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
BENEFICIALLY 8 SHARED VOTING POWER: 3,632,100
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 3,632,100
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 3,632,100
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 32.5%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 460200-10-8 13D Page 4 of 9
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
BENEFICIALLY 8 SHARED VOTING POWER: 3,632,100
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 3,632,100
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 3,632,100
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 32.5%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 460200-10-8 13D Page 5 of 9
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
BENEFICIALLY 8 SHARED VOTING POWER: 3,632,100
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 3,632,100
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 3,632,100
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 32.5%
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 February 21, 1997, USI entered into a letter agreement
(the "Letter Agreement") with Grotech Capital Group IV, LLC ("Grotech")
pursuant to which, among other things, in consideration for the
payment of $50,000, USI granted Grotech an irrevocable option (the
"Grotech Option") to purchase all, but not less than all, of the
3,632,100 shares of Common Stock beneficially owned by the Beneficial
Owners (the "Shares") for a cash purchase price of $1.75 per Share.
Grotech may exercise the Grotech Option at any time until Noon,
Eastern Standard time, on March 24, 1997. Pursuant to the Letter
Agreement, USI agreed that during the term of the Option, USI will not
sell, transfer, encumber, pledge or otherwise dispose of the Shares to
any person or entity other than Grotech, or enter into any agreement
or understanding to effect the same.
A copy of the Letter Agreement is filed as an exhibit to
this Statement on Schedule 13D and is incorporated herein by
reference.
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.
In addition, on September 30, 1996, the previously disclosed
agreement between USI and GSB expired in accordance with its terms.
Accordingly, the Beneficial Owners no longer may be deemed to
beneficially own the shares of Common Stock beneficially owned by GSB.
On the date hereof the Beneficial Owners were the beneficial
owners of 3,632,100 shares of the Common Stock, representing
approximately 32.5% of the outstanding shares of the Common Stock
(based on 11,173,421 shares of the Common Stock
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reported outstanding in the Company's Quarterly Report on Form 10-Q
for the quarterly period ended December 29, 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. Letter Agreement dated February 21, 1997 between USI
and Grotech.
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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: February 21, 1997
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. Letter Agreement dated February 21, 1997
between USI and Grotech
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EXHIBIT 1
February 21, 1997
Mr. Dennis J. Shaughnessy
Grotech Capital Group IV, LLC
9690 Deereco Road
Timonium, Maryland 21093
Dear Mr. Shaughnessy:
We understand that Grotech Capital Group IV, LLC, or an
affiliate ("Grotech") is presently contemplating making an investment
in debt or equity securities of Ground Round Restaurants, Inc.
("Ground Round"), which investment could include the purchase of some
or all of the 3,632,100 shares of Ground Round common stock (the "USI
Shares") beneficially owned by U.S. Industries, Inc. ("USI"). We
understand further that in order make a determination whether or not
to proceed with such a transaction, Grotech desires to undertake a due
diligence review of Ground Round pursuant to a confidentiality
agreement to be entered into between Grotech and Ground Round and
that, in connection therewith, Ground Round may agree to reimburse
Grotech under certain circumstances for certain out-of-pocket expenses
incurred by Grotech in connection with such due diligence review. In
order to further facilitate Grotech's due diligence efforts, please be
advised that USI hereby agrees to take the following actions:
1. USI hereby grants to Grotech an irrevocable option to
purchase all, and not less than all, of the USI Shares for a cash
purchase price of $1.75 per share (the "Option"). The Option is
exercisable at any time during the period commencing on the date of
this letter and ending at Noon, Eastern Standard Time, on March 24,
1997 (the "Option Period"). Grotech may exercise the Option by
providing USI with written notice of its determination to do so (an
"Exercise Notice") at any time during the Option Period. If Grotech
exercises the Option, the closing of the purchase and sale of the USI
Shares (the "Closing") shall take place on the second business day
following the date on which Grotech delivers the Exercise Notice to
USI. At the Closing, (i) USI shall deliver (or cause to be delivered)
to Grotech (x) certificates for the USI Shares together with duly
executed stock powers, and (y) a representation and warranty solely as
to USI's authority to sell the USI Shares and USI's ownership thereof
free and clear of all liens and third party claims other than those
set forth in the stockholders' agreement between USI and Ground Round,
and (ii) Grotech shall deliver (or cause to be delivered) to USI (x)
the purchase price for the USI Shares in immediately available funds,
and (y) a representation and warranty solely as to Grotech's authority
to purchase the USI Shares and Grotech's
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status as an "accredited investor" purchasing the USI Shares for
investment purposes and not with a view to distributing the USI Shares
in violation of U.S. securities laws.
2. In consideration for granting the Option, upon
execution of this letter agreement, Grotech shall pay USI the non-
refundable sum of $50,000 (the "Option Payment"). In the event
Grotech exercises the Option, the Option Payment shall be credited
against the purchase price for the USI Shares to be paid by Grotech to
USI.
3. During the Option Period, USI will not sell, transfer,
encumber, pledge or otherwise dispose of the USI Shares to any person
or entity other than Grotech, or enter into any agreement or
understanding to effect the same.
4. If Grotech purchases the USI Shares, Grotech will agree
to be bound by the terms and conditions of the stockholders' agreement
betweeen USI and Ground Round, as such agreement may be amended by
Grotech and Ground Round.
5. USI represents and warrants to Grotech that it has the
requisite power and authority to execute and deliver this agreement,
to comply with its terms and to consummate the transaction herein
contemplated, and that this agreement is binding upon and enforceable
against USI in accordance with its terms.
6. This agreement may not be amended or supplemented,
except by the written consent of the parties hereto.
7. This agreement may be executed in counterparts, by
facsimile, each of which shall be deemed to be an original but which
together shall be deemed to be one and the same instrument.
8. The parties hereto agree that irreparable damage would
occur if any of the provisions of this agreement were not performed in
accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties hereto shall be entitled to an
injunction or injunctions to prevent breaches of this agreement and to
enforce specifically the terms and provisions hereof in any court of
the United States or any state thereof having jurisdiction, this being
in addition to any other remedy to which thery are entitled at law or
in equity.
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9. Ground Round filed a Registration Statement on Form S-3
(the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") on January 23, 1997 relating to
the registration of, among other things, the USI Shares. USI agrees
that during the Option Period it shall not demand or request that
Ground Round rescind or withdraw the Registration Statement.
10. Except as otherwise provided herein, this agreement
shall not confer any rights or remedies upon any perosn or entity not
a party to this agreement.
11. This agreement shall be governed by and construed in
accordance with the laws of the State of New York without giving
effect to conflicts of law principles thereof.
As discussed, USI will attach this letter as an exhibit to
an amendment to the Schedule 13D that USI will promptly file with the
Commission.
Very truly yours,
U.S. INDUSTRIES. INC.
By: /s/ George MacLean
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George MacLean
Vice President and General
Counsel
Accepted and Agreed:
GROTECH CAPITAL GROUP IV, LLC
By: /s/ Dennis J. Shaughnessy
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Dennis J. Shaughnessy,
Managing Director
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