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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
The ARA Group, Inc.
(Name of Issuer)
Common Stock, Class B, $.01 Par Value Per Share
(Title of Class of Securities)
None
(CUSIP Number)
Martin W. Spector, General Counsel
The ARA Group, Inc., 1101 Market Street, Philadelphia, PA 19107
(215) 238-3581
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 23, 1993
(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.
*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 disclosures provided in
a prior cover page.
The information required on 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 ("Act") 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).
SEC 1746 (9-88) Page 1 of 5
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SCHEDULE 13D
CUSIP No. None Page 2 of 5 Pages
-------------- ----- -----
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph Neubauer
Social Security Number: ###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
BK, SC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) | |
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
U. S. A.
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7. SOLE VOTING POWER
NUMBER OF
SHARES 4,862,532
BENEFICIALLY -----------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 72,780
PERSON -----------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
4,862,532
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10. SHARED DISPOSITIVE POWER
72,780
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,935,312
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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)
20%
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14. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
Item 1. Security and Issuer.
This statement relates to the Common Stock, Class B, $.01
par value per share ("Common Stock"), of The ARA Group, Inc.
("ARA"), The ARA Tower, 1101 Market Street, Philadelphia, PA
19107.
Item 2. Identity and Background.
A. The person filing this statement is Joseph Neubauer.
B. Mr. Neubauer's business address is c/o The ARA Group,
Inc., The ARA Tower, 1101 Market Street, Philadelphia, PA 19107.
C. Mr. Neubauer is Chairman, President and Chief Executive
Officer of The ARA Group, Inc., The ARA Tower, 1101 Market
Street, Philadelphia, PA 19107.
D. During the last five years, Mr. Neubauer has not been
convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors).
E. During the last five years, Mr. Neubauer has not been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction that resulted in subjecting Mr.
Neubauer to a judgement, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
F. Mr. Neubauer is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
In order to exercise stock options and installment stock
purchase opportunities to acquire an aggregate of 78,068 shares
in April, 1993 and December, 1993, for an aggregate of $387,186
including $171,930 to pay required withholding taxes, Mr.
Neubauer used $274,400 of funds borrowed from a bank and $131,807
of funds provided by ARA pursuant to ARA's Deferred Payment
Program.
Item 4. Purpose of Transaction.
The purpose of the transaction was to acquire shares of
Common Stock by exercising installment purchase opportunities
before they expired on January 15, 1994 and by exercising stock
options in 1993. The exercise price of such stock options and
installment stock purchase opportunities was less than the
current appraised value of the Common Stock.
Page 3 of 5 pages
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Item 5. Interest in Securities of the Issuer.
A. The aggregate number of shares of Common Stock
beneficially owned by Mr. Neubauer as of December 31, 1993 is
4,935,312 shares (including 26,756 shares which Mr. Neubauer has
or within the next sixty days will have the current right to
acquire from ARA pursuant to the exercise of outstanding employee
stock options). The percentage of the class of Common Stock
owned by Mr. Neubauer is approximately 20%.
Mr. Neubauer is a participant in the ARA Stock Unit
Retirement Plan. Mr. Neubauer had been an active participant
until September 30, 1989 in the ARA Services, Inc. Retirement
Savings Plan for Salaried Employees. He still has an account in
such Plan and is a beneficiary of the Plan's Trust which holds
shares of ARA Common Stock Class A. However, he currently does
not make contributions to the Plan, and ARA currently does not
make contributions on his behalf.
This statement shall not be deemed an admission that Mr.
Neubauer is, for purposes of Section 13(d) or otherwise, the
beneficial owner of any of the equity securities covered by this
statement.
B. Mr. Neubauer has sole power to vote and sole power to
dispose or direct the disposition of 4,862,532 shares (including
26,756 shares which Mr. Neubauer has or within the next sixty
days will have the current right to acquire from ARA pursuant to
the exercise of outstanding employee stock options). Mr.
Neubauer shares voting and investment powers as to 72,780 shares
with two co-trustees of The Neubauer Family Foundation. The two
co-trustees are Mr. Neubauer's son, Lawrence A. Neubauer, and Mr.
Neubauer's daughter, Melissa R. Neubauer. Their address is: c/o
Joseph Neubauer, The ARA Tower, 1101 Market Street, Suite 3100,
Philadelphia, PA 19107. They both are presently students.
During the last five years, neither has been convicted in a
criminal proceeding (excluding traffic violations and similar
misdemeanors). During the past five years, neither has been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction that resulted in subjecting either of
them to a judgement, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws. Both are citizens of the United States of
America.
C. Mr. Neubauer acquired from ARA on December 20, 1993
26,752 shares of Common Stock at an exercise price per share of
$1.91 (plus $3.53 per share in required withholding); 16,048
shares of Common Stock at an exercise price per share of $7.47
(plus $1.42 per share in required withholding); and 10,272 shares
of Common Stock at an exercise price per share of $5.25 (plus
$2.19 per share in required withholding); all pursuant to the
exercise of outstanding stock options and installment stock
purchase opportunities.
Mr. Neubauer transferred 30,000 shares to Tufts University
on December 22, 1993 as a gift. Mr. Neubauer transferred 72,780
shares to The Neubauer Family Foundation, a 501(c)(3) charitable
organization, on December 23, 1993, as a gift. Mr. Neubauer is
one of the trustees of the trust and shares voting and investment
power for the shares.
Page 4 of 5 Pages
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Mr. Neubauer no longer reports other shares held in trust
for his adult children, as to which shares he continues to
disclaim beneficial ownership.
D. Under certain circumstances, a person other than Mr.
Neubauer has the right to receive the proceeds from the sale of
certain of the shares of Common Stock reported on this statement.
Such interest relates to shares representing less than 1% of the
outstanding Common stock.
No other person is known to have the right to receive or the
power to direct receipt of dividends from, or the proceeds from
the sale of the Common Stock.
E. Not applicable.
Item 6. Contract Arrangements, Understandings or Relationships
With Respect to the Securities of the Issuer.
In connection with Mr. Neubauer's participation in the ARA
Deferred Payment Program, Mr. Neubauer has pledged 662,372 shares
of Common Stock to ARA. In connection with Mr. Neubauer's
borrowings from the bank referred to in the response to Item 3
and previous borrowings (which were disclosed with prior 13D
filings), Mr. Neubauer has pledged 971,800 shares of Common Stock
to one bank and 734,416 shares of Common Stock to another bank.
In connection with other borrowings, Mr. Neubauer has pledged
205,740 shares to another financial institution.
Item 7. Material to be filed as Exhibits.
The description of the ARA Deferred Payment Program
contained in the ARA Ownership Program Prospectuses dated May 5,
1993 and November 22, 1993 (File Nos. 33-44002, 33-30879,
33-33329 and 33-11818) is incorporated herein by reference.
The promissory notes and loan agreements relating to Mr.
Neubauer's borrowings from the banks referred to in the
response to Items 3 and 6 are confidential and have been omitted
herefrom and have been previously filed separately with the
Commission.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information in this statement is true,
complete and correct.
Date: December 30, 1993 Joseph Neubauer
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Joseph Neubauer
Page 5 of 5 Pages
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