SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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)
NOVEMBER 8, 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 6
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 863318 10 1 13D PAGE 2 of 6 PAGES
<S> <C>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
John Yanuklis
###-##-####
<C>
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
(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 453,254
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
(8) SHARED VOTING POWER
-0-
(9) SOLE DISPOSITIVE POWER
313,254
(10) SHARED DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<CAPTION>
<C> <S>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
410,158
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.00
(14) TYPE OF REPORTING PERSON
IN
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
CUSIP NO. 863318 10 1 13D PAGE 2 of 6 PAGES
<S> <C>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Yanuklis Charitable Remainder 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 - John Yanuklis, 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
140,000
(10) SHARED DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<CAPTION>
<C> <S>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,000
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.78
(14) TYPE OF REPORTING PERSON
00 - Charitable Remainder Trust
</TABLE>
<PAGE>
SCHEDULE 13D
Amendment No. 2
This Amendment is filed on behalf of John Yanuklis and
amends and supplements the initial Schedule 13D dated November 8,
1990, as amended by Amendment No.1 dated July 31, 1991.
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 Yanuklis Charitable Remainder Trust (the "Trust").
The Trust is governed by the laws of the State of New York. The
Trust has not 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 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 Mr. Yanuklis and
the Trust. 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
Mr. Yanuklis Common Stock 313,254
Options 96,904
Total: 410,158 8.00%
The Trust Common Stock 140,000 2.78%
(b) The number of shares as to which Mr. Yanuklis and the
Trust 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. Mr. Yanuklis holds an
irrevocable proxy with respect to the shares
beneficially owned by the Trust, and as such has
sole voting power with respect to 453,254 shares
of Common Stock, without giving effect to any of
his options.
(ii) Shared Voting Power. Mr. Yanuklis does not hold
any common stock with shared voting power. The
Trust has granted Mr. Yanuklis an irrevocable
proxy to vote the shares beneficially owned by the
Trust.
(iii) Sole Dispositive Power. Mr. Yanuklis has
sole power to dispose or to direct the
disposition with respect to 313,254 shares of
Common Stock beneficially owned, without
giving effect to any of his options. The
Trust has sole power to dispose or to direct
the disposition with respect to 140,000
shares of Common Stock beneficially owned.
(iv) Shared Dispositive Power. Neither Mr. Yanuklis
nor the Trust share power to dispose or to direct
the disposition of shares of Common Stock.
(c) Since December 31, 1991, Mr. Yanuklis has been granted
options for 96,904 shares of Company Common Stock, all of which
remain outstanding and unexercised, as follows:
December 31, 1991: 9,000 shares exercisable at $1.13 per share, expiring
on December 31, 1996
March 4, 1993: 14,286 shares exercisable at $1.75 per share, expiring
on December 31, 1996
March 9, 1994: 22,737 shares exercisable at $4.75 per share, expiring
on December 31, 1997
March 8, 1995: 23,503 shares exercisable at $3.63 per share, expiring
on March 8, 2000
March 12, 1996: 27,378 shares exercisable at $4.50 per share, expiring
on March 12, 2001
On November 8, 1996, Mr. Yanuklis, as donor, transferred one
hundred forty thousand (140,000) shares of Company Common Stock
to the Trust. While Mr. Yanuklis disclaims beneficial ownership
of these shares, Mr. Yanuklis holds an irrevocable proxy to vote
these shares.
<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.
/s/ John Yanuklis
--------------------------------------
John Yanuklis, individually and and on
behalf of The Yanuklis Charitable
Remainder Trust
Dated as of: November 8, 1996
