CRUISE AMERICA INC
SC 13G/A, 1997-03-19
AUTO DEALERS & GASOLINE STATIONS
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                                                                 CONFIRMING COPY

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               -------------------

                                  SCHEDULE 13G

             INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                              (AMENDMENT NO. 9)(1)

                              CRUISE AMERICA, INC.
- --------------------------------------------------------------------------------
                                (NAME OF ISSUER)

                                  COMMON STOCK
- --------------------------------------------------------------------------------
                         (TITLE OF CLASS OF SECURITIES)

                                   027107 10 1
- --------------------------------------------------------------------------------
                                 (CUSIP NUMBER)

                               -------------------

      CHECK THIS BOX IF A FEE IS BEING PAID WITH THIS STATEMENT. [ ] (A FEE IS
NOT REQUIRED ONLY IF THE FILING 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.)
- ---------------
(1)   The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.

      The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).

<PAGE>

CUSIP NO. 027107 10 1                13G                       Page 2 of 4 Pages

1.    NAME OF REPORTING PERSONS Randall S. Smalley
      S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS ###-##-####

2.    CHECK THE APPROPRIATE BOX IS A MEMBER OF A GROUP*                  (a) [ ]

                                                                         (b) [ ]

3.    SEC USE ONLY

4.    CITIZENSHIP OR PLACE OF ORGANIZATION

            United States of America

NUMBER OF         5.    SOLE VOTING POWER             351,507
SHARES
BENEFICIALLY      6.    SHARED VOTING POWER            42,786
OWNED BY
EACH              7.    SOLE DISPOSITIVE POWER        351,507
REPORTING
PERSON WITH       8.    SHARED DISPOSITIVE POWER       42,786

9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            394,293

10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
      CERTAIN SHARES*                                                       [XX]

            By Wife - 12,477

11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

            6.76%

12.   TYPE OF REPORTING PERSON*

            IN

                      * SEE INSTRUCTIONS BEFORE FILLING OUT

<PAGE>

CUSIP NO. 027107 10 1                 13G                      Page 3 of 4 Pages

ITEM 1(A). NAME OF ISSUER:

      The name of the Issuer is Cruise America, Inc. a corporation organized
      under the laws of Florida.

ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE:

      The Issuer's principal executive offices are located at 11 West Hampton
      Avenue, Mesa, Arizona 85210-5258.

ITEM 2(A). NAME OF PERSON FILING:

      Randall S. Smalley

Item 2(B).  Address of Principal Business Office, or if none, Residence:

      Mr. Randall S. Smalley
      Cruise America, Inc.
      11 West Hampton Avenue
      Mesa, Arizona 85210-5258

ITEM 2(C). CITIZENSHIP:

      Mr. Smalley is a citizen of the United States of America.

ITEM 2(D). TITLE OF CLASS OF SECURITIES:

      Common Stock of Cruise America, Inc., par value $.01 per share.

ITEM 2(E). CUSIP NUMBER:

      027107 10 1

ITEM 3.

      Not Applicable.

ITEM 4. OWNERSHIP:

      (a)   Amount Beneficially Owned: 394,293 shares, which includes 80,000
            shares covered by currently exercisable stock options.

      (b)   Percent of Class: The aggregate of 394,293 shares represents 6.76%
            of the Issuer's outstanding Common Stock as of December 31, 1996.

<PAGE>

CUSIP NO. 027107 10 1                  13G                     Page 4 of 4 Pages

      (c)   Number of shares as to which Mr. Smalley has:

             (i)  sole power to vote or direct vote - 351,507 shares, which
                  includes 80,000 shares covered by currently exercisable stock
                  options

            (ii)  shared power to vote or direct the vote - 42,786 shares

           (iii)  sole power to dispose or to direct the disposition of -
                  351,507 shares, which includes 80,000 shares covered by
                  currently exercisable stock options

            (iv)  shared power to dispose or to direct the disposition of -
                  42,786 shares

      (d)   All holdings are as of December 31, 1996.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

      Not Applicable.

ITEM 6. OWNERSHIP OF FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

      Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which acquired the
        Security Being Reported on by the Parent Holding Company:

      Not Applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

      Not Applicable.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP:

      Not Applicable.

ITEM 10. CERTIFICATION:

      Not Applicable.

      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.

Dated:  January 28, 1997                  /s/ RANDALL S. SMALLEY
                                          ----------------------
                                              Randall S. Smalley



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