SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
SHOPCO LAUREL CENTRE, L.P.
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(Name of Issuer)
Limited Partnership Units
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(Title of Class of Securities)
825087109
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(CUSIP Number)
Ross S. Weiner Jeffrey B. Citrin
30 West 61st Street 950 Third Avenue
Suite 28E 17th Floor
New York, NY 10023 New York, NY 10022
(212) 315-3079 (212) 758-5106
with a copy to:
Robert G. Minion, Esq.
Lowenstein, Sandler, Kohl,
Fisher & Boylan, P.A.
65 Livingston Avenue
Roseland, New Jersey 07068
(201) 992-8700
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
October 1, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G 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 Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule l3d-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>
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1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above
Persons):
Ross S. Weiner and Jeffrey B. Citrin
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) |X|
(b) [ ]
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC; PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: *
Shares Beneficially 8) Shared Voting Power: *
Owned by
Each Reporting 9) Sole Dispositive Power: *
Person With: 10) Shared Dispositive Power: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 333,200*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row
(11): 7.2%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* 92,200 limited partnership Units (2.0%) of Shopco Laurel Centre, L.P. are
owned by Nesher Investors I, L.L.C., a Delaware limited liability company
("Nesher"). 100 limited partnership Units (0.1%) of Shopco Laurel Centre,
L.P. are owned by the individual retirement account of Ross S. Weiner (the
"IRA"). 61,084 limited partnership Units (1.3%) of Shopco Laurel Centre,
L.P. are owned by Cerberus Partners, L.P., a Delaware limited partnership
("Cerberus"). 70,266 limited partnership Units (1.5%) of Shopco Laurel
Centre, L.P. are owned by Cerberus International, Ltd., a corporation
organized under the laws of the Bahamas ("International"). 13,300 limited
partnership Units (0.2%) of Shopco Laurel Centre, L.P. are owned by Ultra
Cerberus Fund, Ltd., a corporation organized under the laws of the Bahamas
("Ultra"). Ross Weiner possesses sole voting and investment control over
the Units of Shopco Laurel Centre, L.P. owned by Nesher and the IRA.
Jeffrey Citrin, in his capacity as the managing partner of Blackacre
Capital Group, L.P. ("Blackacre"), an affiliate of Cerberus, International
and Ultra, possesses voting and investment control over the Units of Shopco
Laurel Centre, L.P. owned by Cerberus, International and Ultra. In
addition, 96,250 limited partnership Units (2.1%) of Shopco Laurel Centre,
L.P. are owned by various other persons and entities for which Jeffrey
Citrin, in his capacity as the managing partner of Blackacre, possesses
certain investment authority with respect to the limited partnership Units
of Shopco Laurel Centre, L.P.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Based upon information set forth in SLC's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1996, on June 30, 1996 there were issued and
outstanding 4,660,000 limited partnership Units of SLC. As of October 1, 1996,
Nesher owned 92,200 of such Units, or 2.0% of those outstanding; the IRA owned
100 of such Units, or 0.1% of those outstanding; Cerberus owned 61,084 of such
Units, or 1.3% of those outstanding; International owned 70,266 of such Units,
or 1.5% of those outstanding; Ultra owned 13,300 of such Units, or 0.2% of those
outstanding and the Funds in the aggregate owned 96,250 of such Units, or 2.1%
of those outstanding. Ross Weiner possesses the power to vote and direct the
disposition of all SLC Units owned by Nesher and the IRA. Jeff Citrin, in his
capacity as the managing partner of Blackacre, an affiliate of Cerberus,
International and Ultra, possesses (i) power to vote and direct the disposition
of all units of SLC owned by each of Cerberus, International and Ultra and (ii)
power to direct the disposition of the units of SLC owned by the Funds. The
following table details the transactions by each of Nesher, the IRA, Cerberus,
International, Ultra and the Funds in SLC Units since the filing of Schedule 13D
Amendment No. 1 as of September 24, 1996 (all of which were effected in ordinary
brokerage transactions):
I. Nesher Investors I, LLC
(Purchases)
Date Quantity Price
September 25, 1996 300 $1.41
September 26, 1996 5,000 $1.33
September 26, 1996 1,000 $1.34
September 26, 1996 1,000 $1.41
September 30, 1996 1,000 $1.34
September 30, 1996 1,000 $1.41
October 1, 1996 3,000 $1.28
(Sales)
Date Quantity Price
September 25, 1996 3,000 $1.73
II. Ross S. Weiner Individual Retirement Account
(Purchases)
NONE
(Sales)
NONE
III. Cerberus Partners, L.P
(Purchases)
Date Quantity Price
September 25, 1996 1,000 $1.41
September 30, 1996 4,500 $1.34
October 1, 1996 3,000 $1.28
(Sales)
NONE
IV. Cerberus International, Ltd.
(Purchases)
Date Quantity Price
September 26, 1996 6,000 $1.41
September 30, 1996 4,500 $1.34
October 1, 1996 3,000 $1.28
(Sales)
NONE
V. Ultra Cerberus Fund, Ltd.
(Purchases)
Date Quantity Price
September 26, 1996 2,000 $1.41
(Sales)
NONE
VI. The Funds
(Purchases)
Date Quantity Price
September 30, 1996 9,000 $1.41
October 1, 1996 6,000 $1.28
(Sales)
NONE
Signature
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned hereby certifies that the
information set forth in this statement is true, complete and correct.
October 4, 1996
/s/ Ross S. Weiner
______________________________________________
Ross Weiner, individually and in his capacity
as the President of Gemsco Realty Advisors,
Inc., the managing member of Nesher Investors
I, L.L.C.
/s/ Jeffrey B. Citrin
_____________________________________________
Jeffrey Citrin, in his capacity as the
Managing Partner of Blackacre Capital Group,
L.P.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
