SBARRO INC
SC 13G/A, 1996-02-14
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             
                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 5)*



                                  SBARRO, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                          Common Stock, $.01 par value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   805844 10 7
                     --------------------------------------
                                 (CUSIP Number)

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.)

*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 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 ("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 1745 (12-91)               Page 1 of 5 pages


<PAGE>



                                       13G


CUSIP No. 805844 10 7                                     Page  2   of  5  Pages
          -----------                                          ---     ---
================================================================================
     1        NAME OF REPORTING PERSON
              S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                                             Joseph Sbarro
================================================================================
     2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a) [ ]
                                                                    (b) [x]


================================================================================
     3        SEC USE ONLY



================================================================================
     4        CITIZENSHIP OR PLACE OF ORGANIZATION

                                             U.S.A.

================================================================================
                                   5       SOLE VOTING POWER

                                             2,157,914
        NUMBER OF                ===============================================
          SHARES                   6       SHARED VOTING POWER
       BENEFICIALLY                
         OWNED BY                            -0-
           EACH                  ===============================================
        REPORTING                  7       SOLE DISPOSITIVE POWER
          PERSON
           WITH                              2,157,914
                                 ===============================================
                                   8       SHARED DISPOSITIVE POWER

                                             -0-
================================================================================
     9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                              2,157,914

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

================================================================================
    11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                              10.5%

================================================================================
    12        TYPE OF REPORTING PERSON*

                                              IN

================================================================================
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


SEC 1745 (12-91)               Page 2 of 5 pages


<PAGE>

CUSIP No. 805844 10 7                                     Page  3   of  5  Pages
          -----------                                          ---     ---




Item 1(a)            Name of Issuer:

                               Sbarro, Inc.

Item 1(b)            Address of Issuer's Principal Executive Offices:

                               763 Larkfield Road
                               Commack, New York  11725

Item 2(a)            Name of Person Filing:

                               Joseph Sbarro

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

                               The principal  business office of the undersigned
is:

                               c/o Sbarro, Inc.
                               763 Larkfield Road
                               Commack, New York  11725

Item 2(c)            Citizenship:

                               U.S.A.

Item 2(d)            Title of Class of Securities:

                               Common Stock , $.01 par value

Item 2(e)            CUSIP Number:

                               805844 10 7

Item 3               Statements filed pursuant to Rules 13d-1(b) or 13d-2(b):

                               Not Applicable




<PAGE>

CUSIP No. 805844 10 7                                     Page  4   of  5  Pages
          -----------                                          ---     ---




Item 4               Ownership:

                    (a)  Amount  Beneficially  Owned:  2,157,914  shares  as  at
                         December  31, 1995.  Includes (i) 150,000  shares which
                         are not  outstanding  but which are subject to issuance
                         upon the exercise of options held by the undersigned to
                         the  extent  presently  exercisable  and  (ii)  609,000
                         shares  held  by  general   partnership  of  which  the
                         undersigned  is  general  partner  and  for  which  the
                         undersigned  disclaims  beneficial  ownership except to
                         the extent of his pecuniary interest therein.

                    (b)  Percent of Class: 10.5%

                    (c)  Number of shares as to which such person has:

                         (i)   sole power to vote or direct the
                               vote - 2,157,914
                         (ii)  shared power to vote or direct the
                               vote - None
                         (iii) sole power to dispose or direct the
                               disposition of - 2,157,914
                         (iv)  shared power to dispose or direct
                               the disposition of - None

Item 5               Ownership of Five Percent or Less of a Class:

                               Not Applicable

Item 6               Ownership of More than Five Percent on Behalf of Another
                     Person:

                               Not Applicable




<PAGE>

CUSIP No. 805844 10 7                                     Page  5   of  5  Pages
          -----------                                          ---     ---



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.

Date:      February 12, 1996


                                               /s/ Joseph Sbarro
                                             -----------------------------
                                                Joseph Sbarro



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