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)
John T. Guerin
14 Summit Road
MORRISTOWN, NEW JERSEY 07960
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 11, 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 5
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 863318 10 1 13D PAGE 2 of 5 PAGES
<S> <C> <C>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
John T. Guerin
###-##-####
(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
USA
</TABLE>
<TABLE>
<CAPTION>
(7) SOLE VOTING POWER
NUMBER OF
SHARES 422,249
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
<S> <C> <C>
(8) SHARED VOTING POWER
-0-
(9) SOLE DISPOSITIVE POWER
422,249
(10) SHARED DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<CAPTION>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
422,249
<S> <C>
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1
(14) TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
Amendment No. 2
This Amendment is filed on behalf of John T. Guerin and amends and
supplements the initial Schedule 13D dated February 13, 1991, as amended by
Amendment No.1 dated July 31, 1991.
Item 4. PURPOSE OF THE TRANSACTION
This item is amended to read as follows:
The Schedule 13D as originally filed, and as amended by Amendment No. 1
thereto (the "AMENDED SCHEDULE 13D"), stated that the purpose of the
transaction was investment and that the filing person intends to review on a
continuing basis its investment in the securities of the Company and the
Company's business affairs, financial condition and state of the building
supply industry in which the Company participates, as well as conditions in
the securities markets and general economic and industry conditions. The
Amended Schedule 13D also stated that the filing person may in the future
take such action in respect of its investment in the securities of the
Company as it deems appropriate in light of the circumstances existing from
time to time including, without limitation, purchasing additional securities or
disposing of securities now held or hereafter acquired in open market
transactions, privately negotiated transactions or otherwise.
The Amended Schedule 13D is further amended to reflect that as of November
11, 1996, the Company entered into an Agreement and Plan of Merger (the "MERGER
AGREEMENT") with Hamilton Acquisition LLC (the "PARENT") and Hamilton NY
Acquisition Corp., a wholly-owned subsidiary of the Parent (the "SUBSIDIARY"),
pursuant to which the Subsidiary would be merged with the Company (the
"MERGER"). The merger consideration to be paid to Company stockholders is
$6.00 per share of Company Common Stock, in cash, for an aggregate fully
diluted purchase price of approximately $32 million. Additionally, as of
November 11, 1996, the filing person together with certain other stockholders
of the Company, holding an aggregate of approximately 62% of the shares of
Common Stock of the Company, entered into a Proxy Agreement dated as of
November 11, 1996 with the Parent and the Subsidiary (the "PROXY AGREEMENT")
pursuant to which such stockholders agreed, among other things, to appoint the
Parent as such stockholders' irrevocable proxy to vote such stockholders'
shares of Common Stock in favor of the approval and adoption of the Merger
Agreement and approval of the Merger and the other transactions contemplated by
the Merger Agreement.
Consummation of the Merger Agreement would necessarily result in the following:
(a) the Parent acquiring all of the then outstanding shares of Company
Common Stock;
(b) an extraordinary corporate transaction involving the Company and its
subsidiaries;
(d) the resignation of the present Board of Directors of the Company and
the addition of Frederick Marinoas Chief Executive officer to Company
management;
(e) a reduction in Company equity capitalization;
(g) a restatement of the Company's charter and by-laws;
(h) the Company being delisted.
3 of 5
<PAGE>
Item 6.CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
This item is supplemented as follows:
As of September 30, 1996, Mr. Guerin together with the Company and certain
other individuals amended the Agreement and Plan of Reorganization dated
October 1, 1986 (the "AMENDED REORGANIZATION AGREEMENT") to terminate certain
parties thereto who were not stockholders of the Company. The Company,
Mr. Guerin and the remaining parties to the Amended Reorganization Agreement
(the "NON-TERMINATING PARTIES") also entered into certain waivers of the
Amended Reorganization Agreement to facilitate certain transactions with regard
to the Proxy Agreement.
Additionally, as of November 11, 1996, Mr. Guerin together with certain
other stockholders of the Company, holding an aggregate of approximately 62% of
the shares of Common Stock of the Company, entered into the Proxy Agreement
pursuant to which Mr. Guerin together with seven (7) others agreed, among other
things, to appoint the Parent as such persons' irrevocable proxy to vote such
stockholders' shares of Common Stock in favor of the approval and adoption of
the Merger Agreement and approval of the Merger and the other transactions
contemplated by the Merger Agreement.
Item 7.MATERIAL TO BE FILED AS EXHIBITS
This item is supplemented as follows:
B. Proxy Agreement dated as of November 11, 1996 by and among the
Reporting Person and other persons [incorporated by reference to
Exhibit 2.2 to the Company's Quarterly Report on Form 10-Q for the
three months ended September 30, 1996.]
C. Agreement Plan of Reorganization Dated October 1, 1986 by and among
the Company and the parties named therein [incorporated by reference
to the Company's Registration Statement on Form S-1 (Commission File
No. 33-9348), filed on October 8, 1986.]
D. Second Amendment to Agreement and Plan of Reorganization dated as of
September 30, 1996 by and among the Company and the parties named
therein.
E. Form of Waiver Agreement dated as of October 25, 1996 between the
Company and the Non-Terminating Parties.
4 of 5
<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 T. GUERIN
-------------------------
John T. Guerin
Dated as of November 11, 1996
5 of 5
<PAGE>
EXHIBIT 5
Second Amendment to Agreement
and Plan of Reorganization
This Second Amendment dated as of September 30, 1996 (this "AMENDMENT)",
to the Agreement and Plan of Reorganization dated as of October 1, 1986, as
amended as of January 25, 1988 (the "REORGANIZATION AGREEMENT") by and among
the persons set forth as signatories of this Amendment and The Strober
Organization, Inc., a Delaware corporation (the "COMPANY").
WHEREAS, the persons listed on SCHEDULE A hereto are parties to the
Reorganization Agreement but are not currently stockholders of the Company and
desire to terminate their participation as a party to the Reorganization
Agreement (the "TERMINATING PARTIES"); and
WHEREAS, each of the parties hereto has determined that it is in the best
interest of such party that this Second Amendment be entered into;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants of the parties hereto, the parties agree as follows:
1. REPRESENTATION AND WARRANTY. Each of the Terminating Parties
represents and warrants to each other party that as of the date hereof such
Terminating Party does not own any Company Common Stock or have the right to
acquire any Company Common Stock.
2. TERMINATION. Each of the parties hereto agrees that as of the date
hereof, the Terminating Parties shall no longer be deemed to be a party to the
Reorganization Agreement.
3. WAIVER. Each of the Terminating Parties hereby waives any rights
that the Terminating Party has as of the date hereof by reason of the
Reorganization Agreement.
4. SEVERABILITY. Any term or provision of this Second Amendment which
is invalid or unenforceable in any jurisdiction will, as to such jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Second Amendment or affecting the validity or enforceability of any of the
terms or provisions hereof in any other jurisdiction.
5. COUNTERPARTS. This Second Amendment may be executed in one or more
counterparts, each of which shall be considered an original and all of which,
when taken together, shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this Second
Amendment as of the date first above written.
THE STROBER ORGANIZATION, INC.
By: /s/ Robert J. Gaites /s/ Robert J. Gaites
- ----------------------------------- ---------------------------------------
Robert J. Gaites, President Robert J. Gaites
/s/ Sue Strober /s/ John T. Guerin
- ----------------------------------- ---------------------------------------
Sue Strober John T. Guerin
/s/ Sue Strober /s/ Richard D. King
- ----------------------------------- ---------------------------------------
Sue Strober, as Trustee for Steven Richard D. King
Strober
/s/ Sue Strober /s/ Philip Zieky
- ----------------------------------- ---------------------------------------
Sue Strober, as Trustee for Hilary Philip Zieky
Strober
/s/ Gordon Sandler /s/ Paul Zieky
- ----------------------------------- ---------------------------------------
Gordon Sandler Paul Zieky
/s/ Aaron F. Kulick /s/ Edward Zieky
- ----------------------------------- ---------------------------------------
Aaron F. Kulick, in his capacity as a Edward Zieky
Beneficiary of the Estate of
Gary F. Kulick
/s/ Erik L. Kulick /s/ Eliott Zieky
- ----------------------------------- ---------------------------------------
Erik L. Kulick, in his capacity as a Eliott Zieky
Beneficiary of the Estate of
Gary F. Kulick
/s/ Nathan Schwartzberg /s/ Philip B. Simonds
- ----------------------------------- ---------------------------------------
Nathan Schwartzberg Philip B. Simonds
/s/ Albert C. Brower /s/ John Yanuklis
- ----------------------------------- ---------------------------------------
Albert C. Brower John Yanuklis
/s/ Richard Young /s/ Janet Zieky
- ----------------------------------- ---------------------------------------
Richard Young Janet Zieky
/s/ Gordon Milne /s/ Jon Zieky
- ----------------------------------- ---------------------------------------
Gordon Milne Jon Zieky
/s/ Jeffrey Zieky /s/ Nancy Green
- ----------------------------------- ---------------------------------------
Jeffrey Zieky Nancy Green
/s/ Philip Zieky /s/ Phyllis Rachlin
- ----------------------------------- ---------------------------------------
Philip Zieky, Executor of the` Phyllis Rachlin
Estate of Evelyn Zieky
<PAGE>
Second Amendment to Agreement
and Plan of Reorganization
[SIGNATURE PAGE CONTINUED]
/s/ Abraham Fishberg
- -----------------------------------
Abraham Fishberg, Executor
Estate of Sylvia Fishberg
<PAGE>
SCHEDULE A
to
Second Amendment to Agreement
and Plan of Reorganization
TERMINATING PARTIES
Nancy Green
Janet Zieky
Jeffrey Zieky
Jon Zieky
Paul Zieky
Philip Zieky
Estate of Evelyn Zieky
The following parties are beneficiaries of the Estate of Gary F. Kulick
Aaron F. Kulick
Erik L. Kulick
Estate of Sylvia Fishberg
<PAGE>
EXHIBIT 6
THE STROBER ORGANIZATION, INC.
550 HAMILTON AVENUE
BROOKLYN, NEW YORK 11232
Dated as of October 25, 1996
To the Persons Listed as Signatories
Ladies and Gentlemen:
On February 20, 1996, the Company announced that it had engaged Hill
Thompson Capital Markets, Inc. as the Company's financial advisor to
explore strategic alternatives in order to maximize stockholder value,
including the possible merger or sale of all or part of the Company.
Certain forms of sale of all or part of the Company might involve the
transfer of the common stock of the Company by you and other stockholders
who have certain rights under an Agreement and Plan of Reorganization dated
as of October 1, 1986, by and among the Company and certain stockholders,
as subsequently amended, by and among the Company and certain stockholders
(collectively, the "AGREEMENT"). The Company is sending this letter to
each of the parties of the Agreement but is only binding upon those parties
of the Agreement who execute it and return it to the Company.
This letter will serve as the Company's notice to you that, subject to
the Waiver Conditions (as defined below), pursuant to Section 13(c) of the
Agreement, the Company waives its rights under Sections 5 and 6 of the
Agreement (concerning transfers of Company stock and the right of first
refusal) and consents (i) to the transfer of shares of Strober Stock (as
defined in the Agreement) by you in connection with any future transaction
between the Company and/or its stockholders and a third party (a
"TRANSACTION") and (ii) the grant of the irrevocable proxy by certain of
the Company stockholders pursuant to the Transaction.
The Company hereby requests that, pursuant to applicable provisions of
the Agreement, you waive your rights under this Agreement and consent to
(i) the transfer of shares of Strober Stock (as defined in the Agreement)
by any other party to the Agreement in connection with any Transaction and
(ii) the grant of the irrevocable proxy by certain of the Company
stockholders pursuant to the Transaction. Such waiver and consent shall be
effective only upon the occurrence of the following (the "WAIVER
CONDITIONS"): (i) the Transaction, if any, shall have been consummated no
later than 5:00 p.m., New York time, on January 31, 1997; and (ii) pursuant
to such Transaction, each stockholder party to the Agreement shall receive
the same amount of consideration per share of common stock as any other
holder of common stock of the Company.
By countersigning this letter and returning it to the Company at the
above address, you agree to: (i) waive your rights under the Agreement and
consent to transfers and grant of irrevocable proxies as described in the
immediately preceding paragraph; and (ii) maintain the confidentiality of
the existence of this letter and its contents.
Upon receipt and confirmation of this letter by any of the parties
thereof, the Company will provide you with the signed waiver of each
stockholder party to the Agreement. We appreciate your prompt attention to
this matter as we strive to increase the value of the Company to its
stockholders.
Very truly yours,
/S/ ROBERT J. GAITES
---------------------------------------
President and Chief Executive Officer
AGREED AND ACCEPTED
- ---------------------------
- ---------------------------
Name Printed
- ---------------------------
Date
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE STROBER ORGANIZATION, INC.
(Name of Insurer)
COMMON STOCK
(Title of Class of Securities)
863318-10-1
(CUSIP Number)
John T. Guerin
14 Summit Road
Morristown, NJ 07960
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 13, 1991
(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 [ ].
Check the following box if a fee is being paid with this Statement.
[X] (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 Items 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class. (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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 disclosures provided in a prior cover page.
The information required on 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.)
<PAGE>
CUSIP Number: 863318-10-1
1) Name of Reporting Persons and S.S. or I.R.S. Identification Nos.
of Above Persons:
John T. Guerin
Social Security Number: ###-##-####
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
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(e) [ ]
6) Citizenship or Place of Organization: U.S. Citizen
Number of (7) Sole Voting Power: 422,249
Shares (8) Shared Voting Power: - 0 -
Bene- (9) Sole Dispositive Power: 422,249
ficially (10) Shared Dispositive Power: - 0 -
Owned By
Each Reporting
Person With
11) Aggregate Amount Beneficially Owned by
Each Reporting Person: 422,249
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):8.31%
14) Type of Reporting Person (See Instructions): IN
Item 1. SECURITY AND ISSUER
This Statement relates to the common stock ("Common Stock") of The
Strober Organization, Inc. a Delaware corporation (the "Issuer").
This Statement of Beneficial Ownership (the "Statement") is filed by
Mr. John T. Guerin with respect to the Common Stock of the Issuer. This
Statement relates to the purchase by Mr. Guerin of an aggregate of 152,269
shares of Common Stock (the "Shares"). The address of the principal
executive offices of the Issuer of such securities is as follows:
The Strober Organization, Inc.
550 Hamilton Avenue
Brooklyn, New York 11232
(718) 875-9700
Attn: Secretary
Item 2. IDENTITY AND BACKGROUND
(a) John T. Guerin
(b) 14 Summit Road
Morristown, NJ 07960
(Home Address)
(c) John T. Guerin is a Senior Vice President and
Director of the Issuer.
(d) No
(e) No
(f) U.S. Citizen
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares of Common Stock were purchased by Mr. Guerin with personal
funds received by Mr. Guerin from the payment of insurance proceeds paid
upon the death of the Chief Executive of the Issuer, Mr. Eric D. Strober.
Item 4. PURPOSE OF TRANSACTION
Mr. Guerin's acquisition of the aforementioned Shares of Common Stock
is for the purpose of investment. Mr. Guerin does not presently have any
plan or proposal to acquire control of the Issuer or which relates to or
would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Insurer;
(b) an extraordinary corporate transaction, such as a reorganization
or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) any change in the present Board of Directors of the Issuer,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(e) any other material change in the Issuer's business or corporate
structure;
(g) any change in the Issuer's Certificate of Incorporation or By-
Laws or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) causing the Common Stock to cease to be authorized to be quoted
on the National Association of Securities Dealers Automated Quotation
System;
(i) the common Stock becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above;
provided, however, that Mr. Guerin may acquire additional shares of Common
Stock in the open market or private transactions from time to time as
shares become available for purchase. Mr. Guerin intends to review his
position in the Issuer from time to time and may, depending upon his
evaluation of its business and prospects, and upon future developments,
including, but not limited to, the attitude of the Board of Directors and
management of the Issuer, general economic conditions and money and stock
market conditions, determine to cease buying shares or to increase or
decrease his position in the Issuer. Mr. Guerin does not presently intend
to make a tender offer for shares. As a result of his periodic review of
his position in the Issuer, however, Mr. Guerin may make a tender offer for
shares in the future.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Table I sets forth the aggregate number of shares and percentage
of Common Stock beneficially owned by Mr. Guerin. The information herein
pertaining to the Issuer's issued and outstanding Common Stock is as of
January 29, 1991, at which time there were 5,081,927 shares of Common Stock
issued and outstanding.
Table I
Aggregate Amount of Percentage
TITLE OF CLASS BENEFICIAL OWNERSHIPOF CLASS
Common Stock 422,249 8.31%
(b) The number of shares as to which Mr. Guerin has 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. Guerin has sole voting power with
respect to 422,249 shares of Common Stock beneficially
owned.
(ii) SHARED VOTING POWER. Mr. Guerin does not hold any common
stock with shared voting power.
(iii)SOLE DISPOSITIVE POWER. Mr. Guerin has sole power to
dispose or to direct the disposition with respect to 422,249
shares of Common Stock beneficially owned.
(iv) SHARED DISPOSITIVE POWER. Mr. Guerin does not share power
to dispose or to direct the disposition of shares of Common
Stock.
(c) Mr. Guerin made the following purchases and sales of shares of
Common Stock during the 60 days prior to the event date of this Statement:
Number of Transaction Price per
TRANSACTION DATE SHARES TYPE SHARE
February 13, 1991 185,178 Private Purchase$7.73
February 13, 1991 33,449 Private Sale $7.73
Net Shares Purchased152,269
Pursuant to (1) a certain agreement dated November 7, 1986 by and
between Mr. Guerin and certain other shareholders of the Issuer including
Eric Strober and Mrs. Sue Strober (the "1986 Purchase Agreement") and (ii)
a certain agreement dated as of February 13, 1991 by and between Mr. Guerin
and Mrs. Sue Strober, the widow of Eric D. Strober (the "1991 Purchase
Agreement") (collectively the "Agreements"), Mr. Guerin purchased an
aggregate of 152,269 shares of Common Stock at a price of $7.73 per share.
Of the aggregate amount purchased by Mr. Guerin pursuant to the
Agreements, 185,718 shares of Common Stock were purchased by Mr. Guerin
from Mrs. Strober as trustee for the estate of Eric Strober for an
aggregate consideration of $1,435,600, or $7.33 per share, and 33,449
shares of Common Stock were sold by Mr. Guerin to Mrs. Strober pursuant to
the Agreements, for an aggregate consideration of $258,559, or $7.73 per
share. The purchases of Mr. Guerin were made with the proceeds of a life
insurance policy obtained on the life of Eric Strober pursuant to the 1986
Purchase Agreement.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, arrangements, understandings or relationships with
RESPECT TO SECURITIES OF THE ISSUER.
With the exception of the 1991 Purchase Agreement and the 1986
Purchase Agreement, Mr. Guerin is not a party to any contract, arrangement,
understanding or relationship with respect to any securities of the Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Purchase Agreement, dated February 13, 1991, by and between Mr.
John T. Guerin and Mrs. Sue Strober.
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 accurate.
Dated: February 21, 1991 /S/ JOHN T. GUERIN
------------------------
John T. Guerin
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment Number 1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE STROBER ORGANIZATION, INC.
(Name of Insurer)
COMMON STOCK
(Title of Class of Securities)
863318-10-1
(CUSIP Number)
John T. Guerin
14 Summit Road
Morristown, NJ 07960
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 27, 1991
(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 [ ].
Check the following box if a fee is being paid with this 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 Items 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class. (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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 disclosures provided in a prior cover page.
The information required on 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.)
<PAGE>
CUSIP Number: 863318-10-1
1) Name of Reporting Persons and S.S. or I.R.S. Identification Nos.
of Above Persons:
John T. Guerin
Social Security Number: ###-##-####
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
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(e) [ ]
6) Citizenship or Place of Organization: U.S. Citizen
Number of Shares Beneficially Owned by Each Reporting Person
With:
(7) Sole Voting Power: 422,249
(8) Shared Voting Power: - 0 -
(9) Sole Dispositive Power: 422,249
(10) Shared Dispositive Power: - 0 -
11) Aggregate Amount Beneficially Owned by
Each Reporting Person: 422,249
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):8.31%
14) Type of Reporting Person (See Instructions): IN
<PAGE>
Item 1. SECURITY AND ISSUER
This Statement is Amendment No. 1 ("Amendment No. 1") to the Statement
of Beneficial Ownership on Schedule 13 D of Mr. John T. Guerin, dated
February 21, 1991 (the "Original Statement") relating to the acquisition by
Mr. Guerin of 152,269 shares (the "Shares") of the common stock ("Common
Stock") of The Strober Organization, Inc., a Delaware corporation (the
"Issuer").
The address of the principal executive offices of the Issuer of such
securities is as follows:
The Strober Organization, Inc.
550 Hamilton Avenue
Brooklyn, New York 11232
(718) 875-9700
Attn: Secretary
Item 2. IDENTIFY AND BACKGROUND
With the exception of paragraph (c), this section is unchanged from
the Original Statement.
(a) John T. Guerin
(b) 14 Summit Road
Morristown, NJ 07960
(Home Address)
(c) John T. Guerin is self employed.
(d) No
(e) No
(f) U.S. Citizen
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not Applicable
Item 4. PURPOSE OF TRANSACTION
This section is unchanged from the Original Statement except that Mr.
Guerin currently intends to engage in discussions with various parties with
the purpose of exploring available options relating to the possible sale of
any or all of the Shares.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) This section is unchanged from the Original Statement.
(b) This section is unchanged form the Original Statement.
(c) Not applicable
(d) Not applicable.
(e) Not applicable
Item 6. Contracts, arrangements understanding or relationships with
RESPECT TO SECURITIES OF THE ISSUER.
No changes.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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 accurate.
Dated: July 27, 1991 /S/ JOHN T. GUERIN
------------------------
John T. Guerin
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