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)
Gordon Sandler
6468 Via Rosa
BOCA RATON, FLORIDA 33433
(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
<C> <S>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
GORDON SANDLER
###-##-####
<C>
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) <square>
(b) <square>
(3) SEC USE ONLY
(4) SOURCE OF FUNDS<square>
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 399,486
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
(8) SHARED VOTING POWER
-0-
(9) SOLE DISPOSITIVE POWER
399,486
(10) SHARED DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<CAPTION>
<C> <S>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
399,486
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.95
(14) TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE>
SCHEDULE 13D
Amendment No. 2
This Amendment is filed on behalf of Gordon Sandler and supplements and
amends the initial Schedule 13D dated November 8, 1990, as amended by Amendment
No. 1 dated June 6, 1994.
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
and Amendment No. 2 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 Marino as 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. Sandler together with the Company and
certain other individuals amended the Agreement and Plan of Reorganization
(the "AMENDED REORGANIZATION AGREEMENT") to terminate certain parties thereto
who were not stockholders of the Company. The Company, Mr. Sandler and the
remaining parties to the Amended Reorganization Agreement (together, the
"NON-TERMINATING PARTIES") also entered into certain waivers of the Amended
Reorganization Agreement to facilitate certain transactions with regard to the
Proxy Agreement.
Aditionally, as of November 11, 1996, Mr. Sandler 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. Sandler together with seven (7) others 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.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
4. Proxy Agreement dated as of November 11, 1996 by an 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.]
5. Second Amendment to Agreement and Plan of Reorganization dated as of
September 30, 1996 by and among the Company and the parties named therein.
6. 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/ GORDON SANDLER
------------------------
Gordon Sandler
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>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
THE STROBER ORGANIZATION, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
863318 10 1
(CUSIP Number)
Gordon Sandler
6468 Via Rosa
BOCA RATON, FLORIDA 33433
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 6, 1994
(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
<C> <S>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
GORDON SANDLER
###-##-####
<C>
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) <square>
(b) <square>
(3) SEC USE ONLY
(4) SOURCE OF FUNDS<asterisk>
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>
<S> <C> <C>
(7) SOLE VOTING POWER
NUMBER OF
SHARES 494,486
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
(8) SHARED VOTING POWER
-0-
(9) SOLE DISPOSITIVE POWER
494,486
(10) SHARED DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<CAPTION>
<C> <S>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
494,486
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES<asterisk> <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.57
(14) TYPE OF REPORTING PERSON<asterisk>
IN
</TABLE>
<PAGE>
SCHEDULE 13D
Amendment No. 1
This Amendment is filed on behalf of Gordon Sandler and amends and
supplements the initial Schedule 13D dated November 8, 1990.
Item 2. IDENTITY AND BACKGROUND.
This item is supplemented as follows:
Effective as of September 1, 1991, Mr. Sandler resigned as a Senior Vice
President of the Company. Mr. Sandler was employed as a consultant by the
Company for a further period of two (2) years. Mr. Sandler is presently
retired and now resides at 6468 Via Rosa, Boca Raton, Florida 33433.
Item 4. PURPOSE OF TRANSACTION.
This item is amended to read as follows:
All of the shares of Company Common Stock to which this statement
relates were initially acquired for investment purposes only.
Mr. Sandler intends to review on a continuing basis his 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. He may in the future take such action in
respect of his investment in the securities of the Company as he 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.
In connection with this review, Mr. Sandler has determined to notify the
other parties to the Reorganization Agreement of his willingness to consider
selling in whole or in part up to 250,000 shares of the Company's Common Stock
held by him either to the other parties to the Reorganization Agreement or to
the public in the open market.
Except as set forth above, Mr. Sandler has no present plans or
proposals which would relate to or result in:
(a) The acquisition by any person of additional securities of the
Company, or disposition of securities of the Company;
3 of 5
<PAGE>
(b) An extraordinary corporate transaction involving the Company or
any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Any material change 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;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) Causing a class of securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
This item is supplemented as follows:
(a) Subsection (a) of this item filed the Initial Schedule 13D is
deleted in its entirety and replaced by the following: "After giving effect to
the transaction described herein, Mr. Sandler would own 239,486 Shares
representing less than 5% of the Company's outstanding Shares."
(d) Subsection (d) of this item filed in the Initial Schedule 13D is
deleted in its entirety and replaced by the following : "The reporting person
has had a borrowing relationship with a major New York City lending
institution, as amended from time to time, pursuant to which various
proportions of the proceeds from the sale of the Shares, if any, would be used
to pay down the reporting person's then existing debt with that institution.
Such proportions would vary based upon the Shares' selling price.
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/ GORDON SANDLER
-------------------------
Dated: June 6, 1994
5 of 5
<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
THE STROBER ORGANIZATION, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
863318 10 1
(CUSIP Number)
Peter G. Samuels, Esq.
Proskauer Rose Goetz & Mendelsohn
1585 Broadway
New York, New York 10036
TEL: (212) 969-3335
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 8, 1990
(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
<checked-box>.
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 863318 10 1 13D PAGE __ of _ PAGES
<C> <S>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
GORDON SANDLER
###-##-####
<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 494,486
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
(8) SHARED VOTING POWER
-0-
(9) SOLE DISPOSITIVE POWER
494,486
(10) SHARED DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<CAPTION>
<C> <S>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
494,486
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.71
(14) TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE>
Item 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $0.01 per
share (the "Shares") of The Strober Organization, Inc., a Delaware corporation
(the "Company"). The Company's principal executive offices are located at 550
Hamilton Avenue, Brooklyn, New York 11232.
Item 2. IDENTITY AND BACKGROUND.
The name of the person filing this statement is Mr. Gordon Sandler.
The residence address of Mr. Sandler is 81 Linden Avenue, Metuchen, New Jersey.
Mr. Sandler's occupation is Senior Vice President of the Company, and his
business address is 20 Truman Drive South, Edison, New Jersey 08817. Mr.
Sandler 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 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. Mr. Sandler is a citizen of the United
States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Sandler spent $1,878,413 from his personal funds to consummate
the transactions described in Item 5 below, which funds were obtained as
described in Item 5.
Item 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition described below was investment. Mr.
Sandler does not presently have plans or proposals which relate to or would
result in (a) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company, (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries, (c) a sale or transfer of a
material amount of assets of the Company or of any of its subsidiaries, (d) 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, (e) any material change in the
present capitalization or dividend policy of the Company, (f) any other
material change in the Company's business or corporate structure, (g) changes
in the Company's Certificate of Incorporation, By-Laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person, (h) causing a class of securities of the
Company to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association, (i) a class of equity securities of the
Company becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) any action
similar to any of those enumerated above. However, Mr. Sandler reserves the
right to formulate such proposals, and to take action thereon, in the future.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) After giving effect to the transactions described below, Mr.
Sandler beneficially owned 494,486 Shares, all of which he held directly,
representing 9.71% of the Company's outstanding Shares.
(b) Mr. Sandler has the sole power to vote and sole power to
dispose of all such Shares.
(c) Mr. Sandler was a party to a Purchasers' Purchase Agreement
with certain other officers and former officers of the Company and Eric D.
Strober, individually, and as trustee for trusts for the benefit of his
children, and Sue Strober, under which, upon the death of Eric D. Strober, his
estate, such trusts and Sue Strober became obligated to sell Shares held by
them at a price of $7.73 a share, and said officers and former officers became
obligated to purchase such Shares at that price with the proceeds from certain
insurance policies on the life of Mr. Strober. Mr. Strober died on January 26,
1988. On November 7, 1990, such officers and former officers received
insurance proceeds in the amount of $11,264,365 and purchased an aggregate of
1,457,227 Shares, of which Mr. Sandler purchased 243,003 Shares from the Estate
of Eric D. Strober. On November 8, 1990, Mr. Sandler entered into a Purchase
Agreement with Sue Strober pursuant to which Ms. Strober acquired 50,717 Shares
from Mr. Sandler at a price of $7.73 per share. Mr. Sandler denies that he is
a part of a "group" for any purpose.
(d) No other person is known by the reporting person to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities described in this Item 5 above.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
ISSUER.
Mr. Sandler is a party to an agreement with the Company and certain
significant stockholders, officers and former officers thereof, under which
such stockholders, officers, former officers, and the Company would have a
right of first refusal to purchase any Shares (in excess of an aggregate 1,000
shares sold during any 12-month period) which Mr. Sandler desired to sell. Mr.
Sandler would similarly participate in a right of first refusal to purchase any
Shares desired to be sold by any such stockholder, officer or former officer.
The agreements described in Item 5 above and providing for the transactions
described therein are filed as Exhibits to the Schedule 13D of the undersigned.
The description of such agreements is qualified in its entirety by reference to
such Exhibits.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
(1) Purchasers' Purchase Agreement, dated November 7, 1986, as
amended as of January 25, 1988, by and among the Company and the Stockholders
named therein.
(2) Purchase Agreement by and between Gordon Sandler and Sue
Strober dated November 8, 1990.
(3) Agreement and Plan of Reorganization, as amended as of January
25, 1988, by and among the Company and the Stockholders named therein.
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: November 21, 1990
/S/ GORDON SANDLER
--------------------------
Gordon Sandler
