SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
September 24, 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 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>
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 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: 284,900*
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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): 6.1%*
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14) Type of Reporting Person (See
Instructions): IA, IN
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* 82,900 limited partnership Units (1.8%) 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"). 52,584 limited partnership Units (1.1%) of
Shopco Laurel Centre, L.P. are owned by Cerberus Partners, L.P., a
Delaware limited partnership ("Cerberus"). 56,766 limited partnership
Units (1.2%) of Shopco Laurel Centre, L.P. are owned by Cerberus
International, Ltd., a corporation organized under the laws of the
Bahamas ("International"). 11,300 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, 81,250 limited partnership Units (1.7%) 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 September 24,
1996, Nesher owned 82,900 of such Units, or 1.8% of those outstanding; the IRA
owned 100 of such Units, or 0.1% of those outstanding; Cerberus owned 52,584 of
such Units, or 1.1% of those outstanding; International owned 56,766 of such
Units, or 1.2% of those outstanding; Ultra owned 11,300 of such Units, or 0.2%
of those outstanding and the Funds in the aggregate owned 81,250 of such Units,
or 1.7% 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 during the past sixty days (all
of which were effected in ordinary brokerage transactions):
I. Nesher Investors I, LLC
(Purchases)
Date Quantity Price
July 23, 1996 1,100 $2.53
July 26, 1996 5,000 $2.78
September 17, 1996 1,000 $1.41
September 24, 1996 2,000 $1.41
(Sales)
Date Quantity Price
August 16, 1996 3,500 $1.79
August 16, 1996 100 $1.73
II. Ross S. Weiner Individual Retirement Account
(Purchases)
NONE
(Sales)
Date Quantity Price
August 16, 1996 2,400 $1.73
III. Cerberus Partners, L.P
(Purchases)
Date Quantity Price
July 23, 1996 1,100 $2.53
July 26, 1996 10,000 $2.78
(Sales)
NONE
IV. Cerberus International, Ltd.
(Purchases)
Date Quantity Price
July 22, 1996 4,000 $2.66
July 26, 1996 10,000 $2.78
September 24, 1996 8,000 $1.41
(Sales)
NONE
V. Ultra Cerberus Fund, Ltd.
(Purchases)
Date Quantity Price
July 25, 1996 2,000 $2.72
July 26, 1996 5,000 $2.78
(Sales)
NONE
VI. The Funds
(Purchases)
Date Quantity Price
July 26, 1996 5,000 $2.78
(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).
