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
<C> <S>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Robert J. Gaites
###-##-####
<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 457,136
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
(8) SHARED VOTING POWER
-0-
(9) SOLE DISPOSITIVE POWER
309,956
(10) SHARED DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<CAPTION>
<C> <S>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
423,009
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.23
(14) TYPE OF REPORTING PERSON
IN
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
CUSIP NO. 863318 10 1 13D PAGE 3 of 6 PAGES
<C> <S>
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE ROBERT J. GAITES AND CAROLYN D. GAITES CHARITABLE
REMAINDER ANNUITY 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 - ROBERT J. GAITES, 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
147,180
(10) SHARED DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<CAPTION>
<C> <S>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
147,180
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.93
(14) TYPE OF REPORTING PERSON
00 - CHARITABLE REMAINDER TRUST
</TABLE>
SCHEDULE 13D
Amendment No. 2
This Amendment is filed on behalf of Robert J. Gaites 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 Robert J.
Gaites and Carolyn D. Gaites Charitable Remainder Annuity 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. Gaites 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
[S] [C] [C] [C]
Mr. Gaites Common Stock 309,956
Options 113,053
Total: 423,009 8.23%
The Trust Common Stock 147,180 2.93%
(b) The number of shares as to which Mr. Gaites 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. Gaites holds an irrevocable proxy
with respect to the shares beneficially owned by the Trust,
and as such has sole voting power with respect to 457,136
shares of Common Stock, without giving effect to any of his
options.
(ii) Shared Voting Power. Mr. Gaites does not hold any common
stock with shared voting power. The Trust has granted Mr.
Gaites an irrevocable proxy to vote the shares beneficially
owned by the Trust.
(iii) Sole Dispositive Power. Mr. Gaites has sole power to
dispose or to direct the disposition with respect to 309,956
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 147,180
shares of Common Stock beneficially owned.
(iv) Shared Dispositive Power. Neither Mr. Gaites nor the Trust
share power to dispose or to direct the disposition of
shares of Common Stock.
(c) Since March 4, 1993, Mr. Gaites has been granted options for 113,053
shares of Company Common Stock, all of which remain outstanding and
unexercised, as follows:
March 4, 1993: 25,000 shares exercisable at $1.75 per share,
expiring on December 31, 1996
March 9, 1994: 25,000 shares exercisable at $4.75 per share,
expiring on December 31, 1997
March 8, 1995: 37,500 shares exercisable at $3.63 per share,
expiring on March 8, 2000
March 12, 1996: 25,553 shares exercisable at $4.50 per share,
expiring on March 12, 2001
On November 8, 1996, Mr Gaites, as donor, transferred one hundred
forty-seven thousand one hundred eighty (147,180) shares of Company Common
Stock to the Trust. While Mr. Gaites disclaims beneficial ownership of these
shares, Mr. Gaites 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/ Robert J. Gaites
----------------------------------
Robert J. Gaites, individually and
on behalf of The Robert J. Gaites
and Carolyn D. Gaites Charitable
Remainder Annuity Trust
Dated as of: November 8, 1996
