SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)
THE STROBER ORGANIZATION, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
863318 10 1
(CUSIP Number)
Stanley U. North, III, Esq.
Sills Cummis Zuckerman Radin Tischman Epstein & Gross, P.A.
One Riverfront Plaza
Newark, New Jersey 07102
TEL: (201) 643-7000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 4, 1996
(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 <square>.
Check the following box if a fee is being paid with this statement <square>.
1 of 8
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 863318 10 1 13D PAGE 2 of 8 PAGES
<C> <S>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sue Strober
###-##-####
<C>
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) <check box>
(b) <square>
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
PF
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED <square>
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
(7) SOLE VOTING POWER
NUMBER OF
SHARES 948,951
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
(8) SHARED VOTING POWER
-0-
(9) SOLE DISPOSITIVE POWER
676,791
(10) SHARED DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<CAPTION>
<C> <S>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
676,791
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.46
(14) TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 863318 10 1 13D PAGE 3 of 8 PAGES
<C> <S>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STROBER FAMILY TRUST (THE "TRUST") <C>
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) <check box>
(b) <square>
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 - SUE STROBER, AS DONOR OF THE TRUST, TRANSFERRED
THE SHARES OF THE ISSUER TO THE REPORTING PERSON.
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED <square>
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
(7) SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
(8) SHARED VOTING POWER
-0-
(9) SOLE DISPOSITIVE POWER
180,960
(10) SHARED DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<CAPTION>
<C> <S>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,960
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.60
(14) TYPE OF REPORTING PERSON
00 - CHARITABLE REMAINDER TRUST
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 863318 10 1 13D PAGE 4 of 8 PAGES
<C> <S>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
HILARY STROBER
###-##-#### <C>
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) <check box>
(b) <square>
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 - SUE STROBER, AS DONOR, GIFTED THE SHARES OF THE
ISSUER TO THE REPORTING PERSON.
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED <square>
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
(7) SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
(8) SHARED VOTING POWER
-0-
(9) SOLE DISPOSITIVE POWER
45,600
(10) SHARED DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<CAPTION>
<C> <S>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,600
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.91
(14) TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 863318 10 1 13D PAGE 5 of 8 PAGES
<C> <S>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEVEN STROBER
###-##-#### <C>
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) <check box>
(b) <square>
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 - SUE STROBER, AS DONOR, GIFTED THE SHARES OF
THE ISSUER TO THE REPORTING PERSON.
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED <square>
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
(7) SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
(8) SHARED VOTING POWER
-0-
(9) SOLE DISPOSITIVE POWER
45,600
(10) SHARED DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<CAPTION>
<C> <S>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,600
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.91
(14) TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE>
SCHEDULE 13D
Amendment No. 7
This Amendment is filed on behalf of Sue Strober and amends and
supplements the initial Schedule 13D dated March 8, 1988; as amended by
Amendment No. 1 dated November 19, 1990; Amendment No. 2 dated December 19,
1990; Amendment No. 3 dated June 12, 1991; Amendment No. 4 dated July 31, 1991;
Amendment No. 5 dated December 27, 1994 and Amendment No. 6 dated October 5,
1995.
Item 2. IDENTITY AND BACKGROUND
This item is supplemented to the extent that the ownership of Issuer's
securities by the Reporting Person has been extended to include the Strober
Family Trust (the "TRUST"), Hilary Strober and Steven Strober, respectively.
The Trust is governed by the laws of the State of New York. Neither the Trust,
Hilary Strober nor Steven Strober has during the last five years been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which it/she/he 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 finding
any violation with respect to such laws.
Item 5.INTERESTS IN SECURITIES OF THE ISSUER.
This item is supplemented as follows:
(a) Table I sets forth the aggregate number of shares and percentage of Common
Stock beneficially owned by Ms. Strober, the Trust, Hilary Strober and Steven
Strober. The information herein pertaining to the Issuer's issued and
outstanding Common Stock is as of November 8, 1996, at which time there were
5,027,447 shares of Common Stock issued and outstanding.
Table I
Aggregate Amount of Percentage
HOLDER TITLE OF CLASS BENEFICIAL OWNERSHIP OF CLASS
Ms. Strober Common Stock 676,791<dagger><F1> 13.46%
The Trust Common Stock 180,960 3.60%
Hilary Strober Common Stock 45,600 0.91%
Steven Strober Common Stock 45,600 0.91%
- -----------------
<dagger> Includes an aggregate of 84,650 shares held as trustee for Hilary and
Steven Strober and an aggregate of 2,250 shares given to third parties which
continue of record in the name of Ms. Strober.
6 of 8
<PAGE>
(b) The number of shares as to which Ms. Strober, the Trust, Hilary
Strober and Steven Strober have sole power to vote or direct the vote, shared
power to vote or direct the vote, sole power to dispose or direct the
disposition, or shared power to dispose or direct the disposition is as follows:
(i) SOLE VOTING POWER. Ms. Strober holds an irrevocable proxy with
respect to the shares beneficially owned by the Trust, Hilary
Strober and Steven Strober and as such has sole voting power
with respect to 948,951 shares of Common Stock.
(ii) SHARED VOTING POWER. Ms. Strober does not hold any common
stock with shared voting power. The Trust, Hilary Strober and
Steven Strober have granted Ms. Strober irrevocable proxies to
vote the shares beneficially owned by each.
(iii)SOLE DISPOSITIVE POWER. Ms. Strober has sole power to dispose
or to direct the disposition with respect to 676,791 shares of
Common Stock beneficially owned. The Trust has sole power to
dispose or to direct the disposition with respect to 180,960
shares of Common Stock beneficially owned. Hilary Strober has
the sole power to dispose or to direct the disposition with
respect to 45,600 shares of Common Stock beneficially owned.
Steven Strober has the sole power to dispose or to direct the
disposition with respect to 45,600 shares of Common Stock
beneficially owned.
(iv) SHARED DISPOSITIVE POWER. Neither Ms. Strober, The Trust,
Hilary Strober nor Steven Strober share power to dispose or to
direct the disposition of shares of Common Stock.
(c) On October 4, 1996, Ms. Strober, as donor, transferred one hundred
eighty thousand nine hundred sixty (180,960) shares of Company Common Stock to
the Trust; forty-five thousand six hundred (45,600) shares of Company Common
Stock to Hilary Strober; and forty-five thousand six hundred (45,600) shares of
Company Common Stock to Steven Strober. While Ms. Strober disclaims beneficial
ownership of these shares, Ms. Strober holds an irrevocable proxy to vote these
shares.
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<PAGE>
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.
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<PAGE>
SUE STROBER
/S/ DAVID W. BERNSTEIN
----------------------------------
DAVID W. BERNSTEIN
Attorney-in-Fact
Dated as of: November 7, 1996
