SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ARK RESTAURANTS CORP.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
040712-10-1
(CUSIP Number)
Howard P. Berkowitz (212) 664-0990
HPB Associates, L.P. 888 Seventh Avenue
New York, New York 10106
(Name, address and telephone number of person
authorized to receive notices and communications)
November 1, 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 [X]. (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.)
Page 1 of 10 Pages
<PAGE>
CUSIP No. 040712-10-1
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. HPB Associates, L.P.
OF ABOVE PERSON
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
WC
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER -0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER 150,000
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER -0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER 150,000
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 150,000
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 4.6%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 10 Pages
<PAGE>
CUSIP No. 040712-10-1
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. HPB Group, L.L.C.
OF ABOVE PERSON
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
WC
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER - 0 -
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER 150,000 (all shares are
owned for the account of
HPB Associates, L.P.)
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER - 0 -
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER 150,000 (all shares are
owned for the account of
HPB Associates, L.P.)
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 150,000 (all shares are
owned for the account of
HPB Associates, L.P.)
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 4.6%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 10 Pages
<PAGE>
CUSIP No. 040712-10-1
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. Howard P. Berkowitz
OF ABOVE PERSON
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
WC
_____________________________________________________________________________
(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 (7) SOLE VOTING POWER - 0 -
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER 150,000 (all shares are owned
for the account of HPB
Associates, L.P.)
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER - 0 -
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER 150,000 (all shares are owned
for the account of HPB
Associates, L.P.)
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 150,000 (all shares are owned
for the account of HPB
Associates, L.P.)
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 4.6%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 10 Pages
<PAGE>
CUSIP No. 040712-10-1
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. Clifford Greenberg
OF ABOVE PERSON
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
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 (7) SOLE VOTING POWER 37,300
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER - 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER 37,300
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER - 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 37,300
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 1.2%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 10 Pages
<PAGE>
This Schedule 13D relates to the Common Stock, par value $.01 per
share (the "Common Stock"), of Ark Restaurants Corp., a New York corporation
(the "Company"), whose principal executive office is located at 65 Fifth
Avenue, New York, New York 10003.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is being filed on behalf of HPB Associates,
L.P., a Delaware partnership whose principal office is located at 888 Seventh
Avenue, New York, New York 10106 (the "Partnership"), HPB Group, L.L.C., a
Delaware limited liability company ("HPB Group"), whose principal office is
located at 888 Seventh Avenue, New York, New York 10106, Mr. Howard P.
Berkowitz and Mr. Clifford Greenberg.
(b) The Partnership is a private investment partnership. HPB
Group is the sole managing partner of the Partnership. Mr. Berkowitz is the
senior managing member of HPB Group. Mr. Berkowitz's present principal
occupation is acting as senior managing member of HPB Group. Mr. Clifford
Greenberg and Mr. Terry O'Connor are each a managing member of HPB Group. The
present principal occupation of each of Mr. Greenberg and Mr. O'Connor is
acting as a managing member of HPB Group. The business address of each of
Messrs. Berkowitz, Greenberg and O'Connor is 888 Seventh Avenue, New York, New
York 10106. Messrs. Berkowitz, Greenberg and O'Connor are citizens of the
United States.
(c) Neither the Partnership, HPB Group, Mr. Berkowitz, Mr.
Greenberg nor Mr. O'Connor has, during the last five years:
(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 or mandating activities subject to,
federal or state securities laws or a finding of any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The source of funds for the purchases of the 150,000 shares
of Common Stock beneficially owned by the Partnership was the Partnership's
capital. The total amount of funds used by the Partnership to purchase the
150,000 shares of Common Stock owned by it as described in Item 4 below was
$1,129,763.80
(b) The source of funds for the purchases of 37,300 shares of
Common Stock beneficially owned by Mr. Greenberg was his personal funds.
Page 6 of 10 Pages
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
(a) The shares of Common Stock beneficially owned by the
Partnership and Mr. Greenberg have been acquired in the ordinary course of
business for investment purposes. Each of the Partnership and Mr. Greenberg
may make further purchases of the Common Stock from time to time and may
dispose of any or all shares of the Common Stock held by it at any time. Other
than as set forth in this paragraph, neither the Partnership nor Mr. Greenberg
has any plans or proposals which relate to, or could result in, any of the
matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of
Schedule 13D. The Partnership may, at any time and from time to time, review
or reconsider its position with respect to the Company, and formulate plans or
proposals with respect to any such matters, but has no present intention of
doing so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The approximate aggregate percentage of shares of Common
Stock beneficially owned by each person herein is based on the number of
outstanding shares of Common Stock as of May 10, 1996, as reflected in the
Form 10-Q of the Company filed with the Securities and Exchange Commission for
the period ending March 30, 1996, equal to 3,241,045.
As of the close of business on July 30, 1996:
(i) The Partnership is the beneficial owner of 150,000 shares of
Common Stock (constituting approximately 4.63% of the shares of Common Stock
outstanding).
(ii) HPB Group owns directly no shares of Common Stock. By
reason of provisions of Rule 13d-3 of the Act, HPB Group, as sole managing
partner of the Partnership, may be deemed the beneficial owner of 150,000
shares of Common Stock held by the Partnership (constituting approximately
4.63% of the shares of Common Stock outstanding).
(iii) Mr. Berkowitz owns directly no shares of Common Stock. By
reason of provisions of Rule 13d-3 of the Act, Mr. Berkowitz, as Senior
Managing Member of HPB Group, may be deemed the beneficial owner of 150,000
shares of Common Stock held by the Partnership (constituting approximately
4.63% of the shares of Common Stock outstanding).
(iv) Mr. Greenberg owns beneficially 37,300 shares of Common
Stock (constituting approximately 1.15% of the shares of Common Stock
outstanding).
(b) (i) The Partnership has the shared power to vote and
dispose of 150,000 shares of the Common Stock owned by it, which power may be
exercised by its managing partner, HPB Group and Mr. Berkowitz as the Senior
Managing Member of HPB Group.
(ii) HPB Group has the shared power to vote and dispose of
150,000 shares of the Common Stock owned by the Partnership.
Page 7 of 10 Pages
<PAGE>
(iii) Mr. Greenberg has the sole power to vote and dispose
of 37,300 shares of the Common Stock owned by him.
(iv) Mr. Berkowitz has the shared power to vote and dispose
of 150,000 shares of Common Stock owned by the Partnership, the sole power to
vote no shares of Common Stock and the sole power to dispose of no shares of
Common Stock.
(c) No transactions in the shares of Common Stock of the Company
were effected by the Partnership, HPB Group, Mr. Berkowitz or Mr. Greenberg
during the past sixty days. Transactions previously effected by the
Partnership in shares of Common Stock of the Company are set forth in Schedule
I hereto.
(d) No person other than each respective record owner referred
to herein of shares of Common Stock is known to have the right to receive or
the power to direct the receipt of dividends from or the proceeds of sale of
such shares of Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, understandings or relationships (legal or
otherwise) among the person named in Item 2 hereof and between such persons or
any person with respect to any securities of the Company, including but not
limited to transfer or voting of any of the shares of Common Stock, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or withholding of
proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable.
Page 8 of 10 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: August 1, 1996
HPB ASSOCIATES, L.P.
By: HPB GROUP, L.L.C.,
its general partner
By: /s/ Howard P. Berkowitz
Howard P. Berkowitz
Senior Managing Member
HPB GROUP, L.L.C.
By: /s/ Howard P. Berkowitz
Howard P. Berkowitz
Senior Managing Member
/s/ Howard P. Berkowitz
Howard P. Berkowitz
/s/ Clifford Greenberg
Clifford Greenberg
Page 9 of 10 Pages
<PAGE>
Schedule I
Transactions
Number of
Date of Shares
Transactions Purchased Price Per Share Total Cost
05/09/87 49,500 4.375 236,562.50
11/04/92 5,500 5.810 31,955.00
04/22/93 500 6.060 3,030.00
04/26/93 5,400 6.532 35,273.88
07/16/93 2,000 7.560 15,120.00
08/09/93 10,000 8.560 85,600.00
08/18/93 2,000 8.935 17,870.00
08/20/93 1,900 8.810 16,739.00
08/23/93 100 8.900 890.00
08/24/93 3,000 8.810 26,430.00
09/02/93 5,000 9.310 46,550.00
09/14/93 6,100 9.060 55,266.00
09/15/93 6,400 9.060 57,984.00
09/20/93 500 8.935 4,467.50
09/22/93 2,100 9.060 19,026.00
09/23/93 6,000 9.060 54,360.00
11/01/93 44,000 10.060 442,640.00
Page 10 of 10 Pages
