BIO REFERENCE LABORATORIES INC
SC 13D, 1999-07-27
MEDICAL LABORATORIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                                     OMB APPROVAL
                                                     OMB Number: 3235-0145
                                                     Expires August 31, 1999
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                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 4)*

                        BIO-REFERENCE LABORATORIES, INC.
                                (Name of Issuer)

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

                                   090576 60 2
                                 (CUSIP Number)


                                 Marc D. Grodman
                            481 Edward H. Ross Drive
                         Elmwood Park, New Jersey 07407
                                 (201) 791-2600

          (Name, Address and Telephone Number of Persona Authorized to
                       Receive Notices and Communications)

                                  July 22, 1999
             (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  that is the subject of this  Schedule  13D, and is filing this
schedule because of  ss.ss.240.13d-1(d),  24013d-1(f),  check the following box.
___

Note:  Schedules  filed in paper format shall include a signed original and
five copies of the schedule,  including all exhibits. See ss.240.13d-7 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 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 ("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).

Potential persons who are to respond to the collection of information  contained
in this form are not  required to respond  unless the form  displays a currently
valid OMB control number.




<PAGE>




CUSIP NO. 090576 60 2


1.  Names of Reporting Persons:   Marc D. Grodman
    I.R.S. Identification Nos. of above persons (entities only)
    ========================================================================

2.  Check the Appropriate Box if a Member of a Group (See  Instructions)
    (a)
    (b) X

3.  SEC Use Only
    ========================================================================

4.  Source of Funds (See Instructions)  PF
    ------------------------------------------------------------------------


5.  Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
    or 2 (c)


6.  Citizenship or Place of Organization:   United States


  Number of            7.   Sole Voting Power . . . . . . . . . . . 1,465,778(a)
   Shares
 Beneficially           8.   Shared Voting Power . . . . . . . . . . 196,067(b)
  Owned by
    Each              9.    Sole Dispositive Power. . . . . . . . . 1,465,778(a)
 Reporting
  Person                10.   Shared Dispositive Power. . . . . . . . 196,067(b)
   With
    ------------------------------------------------------------------------

11. Aggregate Amount Beneficially Owned by Each Reporting Person
     1,661,845 shares (b)


12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
    (See Instructions)
    ------------------------------------------------------------------------

13. Percent of Class Represented by Amount in Row (11)   20.5%
    ------------------------------------------------------------------------


14. Type of Reporting Person (see instructions) IN

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

(a) Includes  549,678 shares issuable upon conversion of senior  preferred stock
and 300,000 share issuable upon exercise of options.

(b) Includes  141,667  shares owned  directly by Dr.  Grodman's  wife and 54,400
shares issuable upon conversion of senior preferred stock owned by Dr. Grodman's
wife. Dr. Grodman disclaims beneficial ownership of these shares.




<PAGE>




                                 Marc D. Grodman

                               Amendment No. 4 to
                                  Schedule 13D

                                       re

                        Bio-Reference Laboratories, Inc.


Item 1.  Security and Issuer

The issuer of the securities is Bio-Reference Laboratories, Inc. ("BRLI"), a New
Jersey  corporation with principal offices at 481 Edward H. Ross Drive,  Elmwood
Park, New Jersey 07407.  The equity  securities to which this statement  related
are share of BRLI common stock, $.01 par value.

Item 2.  Identity and Background

Dr. Grodman,  whose principal  business address is the same as BRLI, is a United
States citizen and is the president and chief executive  officer of BRLI. During
the past five years, Dr. Grodman has not been convicted in a criminal proceeding
or been the subject of a judgement, decree or final order of nature described in
Item 2 to Schedule 13D..

Item 3.  Source and Amount of Funds or Other Consideration

The Amendment  related to open market purchases made by Dr. Grodman in July 1999
of an  aggregate  140,000  shares  of BRLI  common  stock  for an  aggregate  of
approximately $138,500. Dr. Grodman used personal funds for these purchases.

Item 4.  Purpose of Transaction

Dr.  Grodman  purchased the 140,000  shares for  investment  purposes.  With the
exception of proposed  transactions already publicly disclosed,  Dr. Grodman has
no current plans  involving BRLI which related to the items  described in Item 4
of Schedule 13D (a) through (j).

Item 5.  Interest in Securities of the Issuer

(a) BRLI has  7,222,910  shares of common  stock  issued and  outstanding.  As a
result  of the  purchases  described  herein,  Dr.  Grodman  may be  deemed  the
beneficial owner of 1,661,845 shares comprising 20.5% of such common stock. This
amount  includes  616,100 shares owned  directly,  549,678 shares  issuable upon
conversion of senior  preferred  stock and 300,000 shares issuable upon exercise
of options  owned by Dr.  Grodman,  and  141,667  shares  owned  directly by Dr.
Grodman's wife and 54,400 shares  issuable upon  conversion of senior  preferred
stock owned by Dr. Grodman's wife. Dr. Grodman disclaims beneficial ownership of
these 196,067 shares beneficially owned by his wife.

(b) At the  present  time,  Dr.  Grodman  has the sole power to vote the 616,100
shares of common stock and 549,678 shares of senior preferred stock owned by him
and the sole power to dispose of or to direct the  disposition of such shares as
well as the 300,000 shares issuable upon the exercise of options owned by him.




<PAGE>




(c) The following table details the transactions in BRLI common stock during the
past 6 days by Dr. Grodman. All of such transactions were open market purchases.

    Date         Quantity (in shares)  Price

July 15, 1999            5,000         29/32
July 15, 1999           10,000         15/16
July 15, 1999           11,000         31/32
July 15, 1999           11,100             1

July 19, 1999            1,275         15/15
July 19, 1999            5,100       [  ]/16
July 19, 1999            5,500         31/32
July 19, 1999            6,800             1
July 20, 1999           16,000             1

July 21, 1999            7,200         31/32
July 21, 1999            8,500             1
July 22, 1999              800             1
July 22, 1999            3,400         31/32
July 22, 1999           13,000         29/32

July 22, 1999           34,200             1
July 23, 1999            1,000         15/16
July 26, 1999              125         31/32
                    ----------

                       140,000

(d) Inapplicable.

(e) Inapplicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect
         to Securities of the Issuer

Inapplicable.

Item 7.  Material to be filed as Exhibits

Inapplicable.


                                    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.





Date:  July 27, 1999                /s/ Marc D. Grodman
                                    -------------------
                                    Marc D. Grodman





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