SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Sbarro, Inc.
--------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
------------------------------------------
(Title of class of securities)
805844-10-7
---------------------------
(CUSIP Number)
Arthur A. Katz, Esq.
Warshaw Burstein Cohen Schlesinger & Kuh, LLP
555 Fifth Avenue
New York, New York 10017
212-984-7700
---------------------------------------------------------
(Person Authorized to Receive Notices and Communications)
June 17, 1998
---------------------------------------------------------
(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 [_]
<PAGE>
- ----------------------- ------------------
CUSIP No. 805844 10 7 13D Page 2 of 10 Pages
- ----------------------- ------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Mario Sbarro
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,835,463
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,504,074
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,835,463
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,504,074
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,339,537
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ----------------------- ------------------
CUSIP No. 805844 10 7 13D Page 3 of 10 Pages
- ----------------------- ------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Anthony Sbarro
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,398,800
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,398,800
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,398,800
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ----------------------- ------------------
CUSIP No. 805844 10 7 13D Page 4 of 10 Pages
- ----------------------- ------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON SS. 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 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,974,580
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,974,580
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,974,580
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ----------------------- ------------------
CUSIP No. 805844 10 7 13D Page 5 of 10 Pages
- ----------------------- ------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Franklin Montgomery, as co-trustee of the Trust of Carmela Sbarro
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,497,884
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,497,884
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,497,844
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
CUSIP No. 805844 10 7 13D Page 6 of 10
INTRODUCTION
This Amendment ("Amendment No. 1") is being filed jointly, pursuant
to Rule 13d-1(f)(1) promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), by: (i) Mario Sbarro, individually and as
co-trustee of the Trust of Carmela Sbarro, (ii) Anthony Sbarro, (iii) Joseph
Sbarro and (iv) Franklin Montgomery, as co-trustee of the Trust of Carmela
Sbarro (individually, a "Reporting Person" and, collectively, the "Reporting
Persons") to amend the Schedule 13D (the "Original Schedule 13D") filed by the
Reporting Persons on January 22, 1998. The Original Schedule 13D reported that
the Reporting Persons had presented to the Board of Directors of Sbarro, Inc.
(the "Company") a proposal for the merger of the Company with a company that
would be owned by the Reporting Persons, pursuant to which the public
shareholders of the Company would receive cash for all shares of Common Stock
not owned by the Reporting Persons (the "Proposal"). The Proposal was subject to
certain conditions. As a result, the Reporting Persons may have been deemed to
constitute a "group" for purposes of Rule 13d-3 under the Exchange Act.
Amendment No. 1 is being filed to report that negotiations regarding
the Proposal have been terminated, as reported by the Company in a press release
on June 17, 1998. The Reporting Persons considered themselves as a "group" at
the time the Proposal was made. The Reporting Persons have no common intentions
at the present time and no longer consider themselves as constituting a "group".
All terms used, but not defined, in Amendment No. 1 are as defined
in the Original Schedule 13D.
Item 2(a) is amended in its entirety to read as follows:
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed jointly pursuant to Rule 13d-1
(f)(1) promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), by: (i) Mario Sbarro individually and as co-trustee of the
Trust of Carmela Sbarro, (ii) Anthony Sbarro, (iii) Joseph Sbarro and (iv)
Franklin Montgomery, as co-trustee of the Trust of Carmela Sbarro (individually,
a "Reporting Person" and, collectively, the "Reporting Persons").
Information with respect to each Reporting Person is given solely by such
Reporting Person, no Reporting Person has responsibility for the accuracy or
completeness of the information supplied by any other Reporting Person, and each
Reporting Person agrees that this statement is filed on behalf of such Reporting
Person only.
Each of the respective Reporting Persons disclaims membership in a "group"
for purposes of Rule 13d-3 of the Exchange Act.
<PAGE>
CUSIP No. 805844 10 7 13D Page 7 of 10
Item 3 is amended in its entirety to read as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Each of the Reporting Persons (in the case of Franklin Montgomery,
as one of two trustees of the Trust of Carmela Sbarro) has held the shares of
Common Stock beneficially owned (excluding unexercised stock options referred to
in Item 5 below) by such Reporting Person as reported herein for more than ten
years. As described in Item 4, no Reporting Person has any present plans or
proposals to make any purchases or acquisitions of securities of the Company.
Item 4 is amended in its entirety to read as follows:
ITEM 4. PURPOSE OF TRANSACTION.
On June 17, 1998, the Company issued a press release (the "Press
Release") reporting, among other things, that negotiations regarding the
proposal by the Reporting Persons for the acquisition of all shares of the
Company not owned by them had been terminated. The Press Release also reported
that the Company and its investment banker will explore various strategic
alternatives for the benefit of all shareholders, that the Company was
continuing the suspension of dividends and that the Company's Board of Directors
will evaluate the declaration of future dividends in light of circumstances as
they exist at the time. Each of Mario Sbarro, Anthony Sbarro and Joseph Sbarro,
as directors of the Company, concurred in the foregoing.
Except as reflected in the Press Release with respect to Mario
Sbarro, Anthony Sbarro and Joseph Sbarro in their roles as directors of the
Company, no Reporting Person has any present plans or proposals that relate to
or would result in: (i) the acquisition of additional securities of the
Company's shares of Common Stock from the Company or the disposition of
securities of the Company; (ii) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation of the Company; (iii) a sale or transfer
of a material amount of assets of the Company or any of its subsidiaries; (iv)
any change in the present board of directors or management of the Company,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board; (v) any material change in the present
capitalization or dividend policy of the Company; (vi) any other material change
in the Company's business or corporate structure, (vii) any changes in the
Company's charter, by-laws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Company by any person; (viii)
causing a class of securities of the Company to be delisted from a national
securities exchange or cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (ix) causing a
class of equity securities of the Company to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or (x) any action similar to any of those enumerated above.
<PAGE>
CUSIP No. 805844 10 7 13D Page 8 of 10
Item 5 is amended in its entirety to read as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The following table sets forth information as to shares as to which
each Reporting Person has sole or shared power to vote or to direct the
disposition at June 22, 1998:
<TABLE>
<CAPTION>
Shares with Shares with
Sole Power to Shared Power to Total
Vote and Vote and ------------------------
Direct Disposition Direct Disposition Shares %
------------------ ------------------ ------ ---
<S> <C> <C> <C> <C>
Mario Sbarro 1,835,463(a) 2,504,074(b) 4,339,537(a)(b) 20.8
Anthony Sbarro 1,398,800(c) -- 1,398,800(c) 6.8
Joseph Sbarro 1,974,580(d) -- 1,974,580(d) 9.5
Franklin Montgomery, as co-trustee
of the Trust of Carmela Sbarro -- 2,497,884(e) 2,497,884(e) 12.2
</TABLE>
- --------------------
(a) Includes 303,333 shares which are not outstanding but
which are subject to issuance upon exercise of' options held by
Mario Sbarro that are presently exercisable or exercisable within 60
days of June 22, 1998.
(b) Includes (i) 5,450 shares of Common Stock held by a
charitable foundation supported by Mario Sbarro and his wife, of
which Mario Sbarro, his wife and another director of the Company are
directors, (ii) 2,497,884 shares of Common Stock held by the Trust
of Carmela Sbarro, of which Mario Sbarro is one of two trustees and
(iii) 740 shares of Common Stock owned by the spouse of Mario
Sbarro. The reporting of these shares should not be construed as an
admission that Mario Sbarro is, for purposes of Section 13 of the
Exchange Act or otherwise, the beneficial owner of these shares.
(c) Includes 165,000 shares of Common Stock which are not
outstanding but are subject to issuance upon exercise of options
held by Anthony Sbarro that are presently exercisable.
(d) Includes (i) 166,666 shares of Common Stock which are not
outstanding but which are subject to issuance upon exercise of
options held by Joseph Sbarro that are presently exercisable or
exercisable within 60 days of June 22, 1998 and (ii) 609,000 shares
of Common Stock owned by a family partnership of which Joseph Sbarro
is the sole general partner. The reporting of such 609,000 shares
should not be construed as an admission that
<PAGE>
CUSIP No. 805844 10 7 13D Page 9 of 10
Joseph Sbarro is, for purposes of Section 13 of the Exchange Act or
otherwise, the beneficial owner of these shares.
(e) Represents shares of Common Stock owned by the Trust of
Carmela Sbarro, of which Mr. Montgomery is one of the two trustees.
Item 7 is amended in its entirety to read as follows:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description
------- -----------
1 Joint Filing Agreement dated as of June 22, 1998 among
Mario Sbarro, Anthony Sbarro, Joseph Sbarro and Franklin
Montgomery.
<PAGE>
CUSIP No. 805844 10 7 13D Page 10 of 10
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.
Dated: June 22, 1998
/s/ Mario Sbarro
----------------------------
Mario Sbarro
/s/ Joseph Sbarro
----------------------------
Joseph Sbarro
/s/ Anthony Sbarro
----------------------------
Anthony Sbarro
/s/ Franklin Montgomery
----------------------------
Franklin Montgomery
as co-trustee of the Trust of Carmela Sbarro
<PAGE>
EXHIBIT 1
The undersigned agree that the statement on Schedule 13D to which
this Agreement is attached is filed on behalf of each of them.
Dated: June 22, 1998
/s/ Mario Sbarro
----------------------------
Mario Sbarro
/s/ Joseph Sbarro
----------------------------
Joseph Sbarro
/s/ Anthony Sbarro
----------------------------
Anthony Sbarro
/s/ Franklin Montgomery
----------------------------
Franklin Montgomery
as co-trustee of the Trust of Carmela Sbarro
