<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 6)*
Dairy Mart Convenience Stores, Inc.
(Name of Issuer)
Class B Common Stock, Par Value, $.01 Per Share
(Title or Class of Securities)
233860105
(CUSIP Number)
DM Associates Limited Partnership
c/o Charles Nirenberg
Dairy Mart Convenience Stores, Inc.
One Vision Drive
Enfield, CT 06032
Copies to:
Daniel L. Goldberg, Esq.
Bingham, Dana & Gould
150 Federal Street
Boston, MA 02110
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 7, 1995
(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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
<PAGE>
CUSIP No. 233860105 13D
1 NAMES OF REPORTING PERSONS
DM ASSOCIATES LIMITED PARTNERSHIP
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
IRS Identification No. 06-1334995
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC,00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
Sole Voting Power: Voting and dispositive power of the Shares (as defined in
this Schedule 13D) owned of record by DM Associates Limited Partnership are
held by its general partners, DM Management Associates I and DM Management
Associates II.
8 SHARED VOTING POWER
See question 7 above
9 SOLE DISPOSITIVE POWER
See question 7 above
10 SHARED DISPOSITIVE POWER
See question 7 above
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not applicable
14 TYPE OF REPORTING PERSON (See Instructions)
PN
Page 2 of 11 Pages
<PAGE>
CUSIP No. 233860105 13D
1 NAMES OF REPORTING PERSONS
NEW DM MANAGEMENT ASSOCIATES I
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
I.R.S. Identification No.: Applied For
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,529,624
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,645,593
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,645,593 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.6%
14 TYPE OF REPORTING PERSON (See Instructions)
PN
Page 3 of 11 Pages
<PAGE>
CUSIP No. 233860105 13D
1 NAMES OF REPORTING PERSONS
CHARLES NIRENBERG
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Social Security No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
500
8 SHARED VOTING POWER
1,529,074
9 SOLE DISPOSITIVE POWER
1,645,043
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,645,043 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.6%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
Page 4 of 11 Pages
<PAGE>
CUSIP No. 233860105 13D
1 NAMES OF REPORTING PERSONS
MITCHELL J. KUPPERMAN
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Social Security No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
14,604
8 SHARED VOTING POWER
1,508,608
9 SOLE DISPOSITIVE POWER
14,604
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,523,212 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.5%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
Page 5 of 11 Pages
<PAGE>
Reference is hereby made to the Statement on Schedule 13D, dated March 12,
1992, filed jointly by DM Associates Limited Partnership, DM Management
Associates, and Frank Colaccino, as amended by (i) Amendment No. 1 thereto,
dated August 29, 1994, filed jointly by DM Associates Limited Partnership, DM
Management Associates and Frank Colaccino, (ii) Amendment No. 2 thereto, dated
September 1, 1994, filed jointly by DM Associates Limited Partnership, DM
Management Associates and Frank Colaccino, (iii) Amendment No. 3 thereto, dated
September 8, 1994, filed jointly by DM Associates Limited Partnership, New DM
Management Associates and Charles Nirenberg, (iv) Amendment No. 4 thereto, dated
January 27, 1995, filed jointly by DM Associates Limited Partnership, New DM
Management Associates I, New DM Management Associates II, Frank Colaccino,
Charles Nirenberg, Robert B. Stein, Jr., Gregory G. Landry and Mitchell J.
Kupperman, and (v) Amendment No. 5 thereto, dated May 19, 1995, filed jointly by
DM Associates Limited Partnership, New DM Management Associates I and Charles
Nirenberg (said Statement on Schedule 13D, as so amended, being hereinafter
referred to as the "Schedule 13D"). This Amendment No. 6 to Schedule 13D is
being filed jointly by DM Associates Limited Partnership, New DM Management
Associates I, Charles Nirenberg and Mitchell J. Kupperman for purposes of
amending and supplementing certain information with respect to DM Associates
Limited Partnership, New DM Management Associates I, New DM Management
Associates II, Charles Nirenberg and Mitchell J. Kupperman provided in the
Schedule 13D. Unless otherwise defined herein, capitalized terms used herein
have the same meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of Schedule 13D is hereby modified, amended and updated by the
following disclosure:
At the meeting of the Board of Directors of the Company (the "Board")
held on April 20, 1995, the Board established a nominations committee (the
"Nominations Committee") for the purpose of recommending to the Board a
list of individuals to be nominated by the Board for election or
reelection, as the case may be, as directors of the Company at the
Company's 1995 Annual Meeting of Stockholders. Pursuant to procedures
established by the Board at such April 20, 1995 meeting, members of the
Board were entitled to submit names of potential nominees for the
consideration of the Nominations Committee no later than June 1, 1995, and
the Nominations Committee was supposed to make a recommendation to the
Board at the June 8, 1995 meeting of the Board, whereupon the Board would,
at the June 8, 1995 meeting, consider such recommendation and agree on a
slate of nominees that the Board would recommend for election or
reelection.
Page 6 of 11 Pages
<PAGE>
In accordance with the procedures established by the Board, Charles
Nirenberg, a director of the Company and the Managing Partner of DM
Management I, submitted a proposal (the "Nirenberg Proposal") to the
Nominations Committee pursuant to which (i) the size of the Board would be
increased from eight to nine directors, (ii) all current members of the
Board, other than John Everets, would be nominees for reelection to the
Board, and (iii) three additional individuals (whose names were submitted
by Mr. Nirenberg as part of the proposal) would be nominees for election to
the Board. Under the Nirenberg Proposal, two of such three additional
individuals would be nominees for election as Class B directors and the
third individual would be a nominee for election as an additional Class A
director. Of the two additional individuals proposed by Mr. Nirenberg for
election as Class B directors, one would fill the existing vacancy in the
Board and the other would stand for election in lieu of Mr. John Everets.
At the meeting of the Board on June 8, 1995, the Nominations Committee
failed to make a recommendation to the Board concerning the Nirenberg
Proposal and the Board failed to consider or vote upon any slate of
nominees for election to the Board at the Company's 1995 Annual Meeting of
Stockholders. Instead, the Board voted to delay the 1995 Annual Meeting of
Stockholders until October 31, 1995. This is the second time that the
Board has delayed the 1995 Annual Meeting of Stockholders. The first delay
occurred at the April 20, 1995 meeting when the Board originally voted to
schedule the 1995 Annual Meeting of Stockholders for August 7, 1995, a
date which is well past (i) June 8, 1995, the date on which the 1995 Annual
Meeting of Stockholders is required to be held pursuant to the Company's
By-laws, and (ii) July 8, 1995, the anniversary of the date on which the
Company held its Annual Meeting of Stockholders last year.
Mr. Nirenberg, as the Managing Partner of DM Management I, the General
Partner of DM Associates, and Mitchell J. Kupperman, a fellow Partner of DM
Management I, have agreed that it would be in the best interests of the
Company and its stockholders, including DM Associates, which is the largest
stockholder of the Company, to exercise the voting power of DM Associates
for purposes of changing the composition of the Board, effective August 8,
1995. Messrs. Nirenberg and Kupperman intend to cause DM Management I to
execute and deliver, for and on behalf of DM Associates, a written consent
with respect to certain of the shares of Class B Common Stock of the
Company owned by DM Associates, representing a majority of the issued and
outstanding shares of Class B Common Stock of the Company, for purposes of
electing to the Board, as Class B Directors, (i) all of the current Class B
directors other than
Page 7 of 11 Pages
<PAGE>
John Everets and Robert B. Stein, Jr. and (ii) two additional nominees to
succeed Messrs. Everets and Stein. Such election will become effective
immediately upon delivery of the executed written consent on August 8,
1995. Immediately after such election, the Board will be composed of
Messrs. Theodore Leed and Frank Barrett, as Class A directors, and Mr.
Nirenberg, Mr. Kupperman, Mr. Landry and DM Associates' two nominees, as
Class B directors.
Item 5. Interest in Securities of the Issuer.
The disclosure provided in Item 5 of Schedule 13D concerning beneficial
ownership of Shares by each Reporting Person and by DM Management II is hereby
modified, amended and updated by the information set forth below.
The following table sets forth certain information concerning beneficial
ownership of shares by each Reporting Person and by DM Management II:
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENT OF
NAME OF PERSON OWNED CLASS (1)
----------------------- ------------ -----------
<S> <C> <C>
DM Associates -0- --
DM Management I 1,645,593 55.6% (2)
DM Management II 329,119 11.1% (3)
Charles Nirenberg 1,645,043 55.6% (4)
Mitchell J. Kupperman 1,523,212 51.5% (5)
</TABLE>
(1) Based on 2,959,315 Shares issued and outstanding as of August 4, 1994
(2) DM Management I, as managing general partner of DM Associates, has voting
and dispositive power with respect to these Shares
(3) DM Management II, as special general partner of DM Associates, has voting
and dispositive power with respect to these Shares.
(4) Includes: (i) 500 Shares which Mr. Nirenberg beneficially owns individually
and has sole voting and dispositive power, (ii) 1,529,074 Shares as to
which Mr. Nirenberg shares voting power with Messrs. Stein, Landry and
Kupperman, as general partners of DM Management I, and (iii) 1,645,043
Shares as to which Mr. Nirenberg has sole dispositive power as managing
general partner of DM Management I. Mr. Nirenberg, as an officer, director
and the sole shareholder of FCN, also has shared voting power as the
pledgee under the Stock Pledge Agreement with respect to 1,220,000 of the
1,529,074 Shares listed in (ii) of this Note 4, and shares dispositive
power as the pledgee under the Stock Pledge Agreement with respect to
1,220,000 of the 1,645,043 Shares listed in (iii) of this Note 4. Does not
Page 8 of 11 Pages
<PAGE>
include 500 shares of Class A Common Stock beneficially owned by Mr.
Nirenberg.
(5) Includes: (i) 14,604 Shares which Mr. Kupperman beneficially owns
individually and has sole voting and dispositive power and (ii) 1,508,608
Shares as to which Mr. Kupperman shares voting power with Messrs.
Nirenberg, Stein and Landry, as general partners of DM Management I. Does
not include 64,111 shares of Class A Common Stock beneficially owned by Mr.
Kupperman, 58,750 of which are subject to currently exercisable options.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 of Schedule 13D is hereby modified, amended and updated by the
following disclosure:
As described in Item 4 of Schedule 13D, as amended by Amendment
No. 6 thereto (all of the disclosure provided in such Item 4 being hereby
expressly incorporated by reference), Charles Nirenberg and
Mitchell J. Kupperman, in their capacities as partners of DM Management I,
the managing general partner of DM Associates, have agreed to cause DM
Management I to execute and deliver, for and on behalf of DM Associates, a
written consent pursuant to which DM Associates would exercise its power to
vote certain of the shares of Class B Common Stock of the Company owned by
DM Associates, representing a majority of the issued and outstanding shares
of Class B Common Stock of the Company, for purposes of effecting the
changes in the composition of the Board described in more detail in such
Item 4.
Each Reporting Person acknowledges that such agreement by Messrs.
Nirenberg and Kupperman to cause DM Associates to exercise its voting
power, in the manner described in the paragraph above, for purposes
of effecting such changes in the composition of the Board may cause
such Reporting Person to be deemed to have become a member of a
"group", within the meaning of Rule 13d-5(b)(1) of the Act, comprised
of all of the Reporting Persons.
Item 7. Material to be Filed as Exhibits.
EXHIBIT A Agreement relating to the joint filing of this Amendment No. 6 to
Schedule 13D, as required by Rule 13d-1(f).
Page 9 of 11 Pages
<PAGE>
Signature
After reasonable 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.
DM ASSOCIATES LIMITED PARTNERSHIP
By: New DM Management Associates I,
General Partner
By: /s/ Charles Nirenberg
---------------------
Charles Nirenberg,
Managing Partner
NEW DM MANAGEMENT ASSOCIATES I
By: /s/ Charles Nirenberg
---------------------
Charles Nirenberg,
Managing Partner
/s/ Charles Nirenberg
---------------------
Charles Nirenberg
/s/ Mitchell J. Kupperman
-------------------------
Mitchell J. Kupperman
Page 10 of 11 Pages
<PAGE>
EXHIBIT A
The undersigned agree that a statement on Schedule 13D to be filed with the
Securities and Exchange Commission on August 8, 1995, will be filed on behalf of
each of them.
DM ASSOCIATES LIMITED PARTNERSHIP
By: New DM Management Associates I,
General Partner
By: /s/ Charles Nirenberg
---------------------
Charles Nirenberg,
Managing Partner
NEW DM MANAGEMENT ASSOCIATES I
By: /s/ Charles Nirenberg
---------------------
Charles Nirenberg,
Managing Partner
/s/ Charles Nirenberg
---------------------
Charles Nirenberg
/s/ Mitchell J. Kupperman
-------------------------
Mitchell J. Kupperman
Page 11 of 11 Pages
