SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
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)
July 19, 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 |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 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
________________________________________________________________________________
4) Source of Funds (See Instructions): WC; PF
________________________________________________________________________________
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
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: 236,700*
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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): 5.1%*
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14) Type of Reporting Person (See
Instructions): IA, IN
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* 77,400 limited partnership Units (1.7%) of Shopco Laurel Centre, L.P.
are owned by Nesher Investors I, L.L.C., a Delaware limited liability
company ("Nesher"). 2,500 limited partnership Units (0.1%) of Shopco
Laurel Centre, L.P. are owned by the individual retirement account of Ross
S. Weiner (the "IRA"). 40,940 limited partnership Units (0.9%) of Shopco
Laurel Centre, L.P. are owned by Cerberus Partners, L.P., a Delaware
limited partnership ("Cerberus"). 35,310 limited partnership units (0.7%)
of Shopco Laurel Centre, L.P. are owned by Cerberus International, Ltd.,
a corporation organized under the laws of the Bahamas ("International").
4,300 limited partnership Units (0.1%) 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 affilate 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, 76,250 limited partnership Units (1.6%) 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 1. Security and Issuer.
This statement relates to the limited partnership Units of Shopco
Laurel Centre, L.P. ("SLC"), whose principal executive offices are located at
3 World Financial Center, 29th Floor, New York, New York 10285.
Item 2. Identity and Background.
The persons filing this statement are Ross S. Weiner and Jeffrey B. Citrin,
whose business addresses are 30 West 61st Street, Suite 28E, New York, New York
10023 and 950 Third Avenue, 17th Floor, New York, New York 10022, respectively.
Mr. Weiner is the sole director and officer of Gemsco Realty Advisors, Inc.
("Gemsco"), which is the managing member of Nesher Investors I, L.L.C.
("Nesher"). Mr. Citrin is the managing partner of Blackacre Capital Group, L.P.
("Blackacre") and, in such capacity, has certain authority with respect to
investments in securities of SLC owned by Cerberus Partners, L.P. ("Cerberus"),
Cerberus International, Ltd. ("International"), Ultra Cerberus Fund, Ltd.
("Ultra") and certain other private investment funds for which Cerberus and its
affiliates possess certain investment authority (the "Funds"). Ross Weiner,
Jeffrey Citrin, Nesher, Blackacre, Cerberus, International, Ultra and the Funds
are engaged in the investment in personal property of all kinds, including but
not limited to capital stock, depository receipts, investment companies, mutual
funds, subscriptions, warrants, bonds, notes, debentures, options and other
securities of whatever kind and nature.
Neither Mr. Weiner nor Mr. Citrin have ever been convicted in any criminal
proceeding, nor been a party to any civil proceeding commenced before a judicial
or administrative body of competent jurisdiction as a result of which either of
them was or is now 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. Each
of Mr. Weiner and Mr. Citrin is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
All funds used to purchase shares of common stock of SLC on behalf of
Nesher, the Ross S. Weiner Individual Retirement Account (the "IRA"), Cerberus,
International, Ultra and the Funds come directly from the net assets of Nesher,
the IRA, Cerberus, International, Ultra and the Funds, respectively.
<PAGE>
Item 4. Purpose of Transaction.
The acquisition of the shares of common stock referred to in Item 5 is for
investment purposes on behalf of Nesher, the IRA, Cerberus, International, Ultra
and the Funds, respectively. Although each of Mr. Weiner and Mr. Citrin has no
present plans or intentions which relate to or would result in any of the
transactions required to be described in Item 4 of Schedule 13D, each may in the
future communicate with existing management of SLC and/or other holders of SLC
Units with a view towards having existing management take appropriate measures
to maximize the value of the SLC Units. Mr. Weiner has undertaken preliminary
discussions with existing SLC management in this regard and has requested from
management the names and addresses of existing SLC Unitholders.
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 March 31, 1996, on March 31, 1996 there were issued
and outstanding 4,660,000 limited partnership Units of SLC. As of July 19, 1996,
Nesher owned 77,400 of such Units, or 1.7% of those outstanding; the IRA owned
2,500 of such Units, or 0.1% of those outstanding; Cerberus owned 40,940 of such
Units, or 0.9% of those outstanding; International owned 35,310 of such Units,
or 0.7% of those outstanding; Ultra owned 4,300 of such Units, or 0.1% of those
outstanding and the Funds in the aggregate owned 76,250 of such Units, or 1.6%
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
May 20, 1996 900 $2.40
May 21, 1996 2,300 $2.34
May 22, 1996 100 $2.21
May 22, 1996 200 $2.34
May 24, 1996 1,100 $2.21
May 28, 1996 3,100 $2.21
May 30, 1996 2,900 $2.28
May 31, 1996 300 $2.28
May 31, 1996 200 $2.21
May 31, 1996 600 $2.09
June 3, 1996 300 $2.15
June 3, 1996 500 $2.09
June 4, 1996 5,200 $2.09
June 4, 1996 1,600 $2.03
June 5, 1996 400 $2.15
June 6, 1996 700 $2.15
June 7, 1996 800 $2.15
June 10, 1996 1,500 $2.15
June 11, 1996 400 $2.15
June 14, 1996 1,100 $2.20
June 19, 1996 700 $2.21
June 20, 1996 200 $2.21
June 21, 1996 5,000 $2.46
July 9, 1996 1,000 $2.53
July 10, 1996 1,500 $2.53
July 11, 1996 400 $2.53
July 18, 1996 200 $2.53
(Sales)
NONE
II. Ross S. Weiner Individual Retirement Account
(Purchases)
NONE
(Sales)
NONE
III. Cerberus Partners, L.P
(Purchases)
Date Quantity Price
May 20, 1996 2,000 $2.40
May 21, 1996 2,500 $2.34
May 31 1996 700 $2.28
May 31, 1996 200 $2.21
May 31, 1996 1,400 $2.08
June 3, 1996 700 $2.15
June 3, 1996 1,000 $2.09
June 4, 1996 4,000 $2.09
June 7, 1996 1,700 $2.15
June 11, 1996 800 $2.15
June 19, 1996 2,200 $2.28
June 19, 1996 1,500 $2.21
July 9, 1996 2,000 $2.53
July 18, 1996 300 $2.53
(Sales)
NONE
IV. Cerberus International, Ltd.
(Purchases)
Date Quantity Price
May 21, 1996 2,000 $2.34
May 22, 1996 200 $2.34
May 22, 1996 200 $2.21
June 4, 1996 3,000 $2.03
June 20, 1996 400 $2.21
July 10, 1996 3,000 $2.53
<PAGE>
(Sales)
NONE
V. Ultra Cerberus Fund, Ltd.
(Purchases)
Date Quantity Price
May 28, 1996 3,000 $2.21
June 6, 1996 1,300 $2.15
(Sales)
NONE
VI. The Funds
(Purchases)
Date Quantity Price
May 24, 1996 2,300 $2.21
May 28, 1996 3,200 $2.21
May 30, 1996 5,700 $2.28
June 4, 1996 6,700 $2.09
June 5, 1996 600 $2.15
June 10, 1996 3,000 $2.15
June 21, 1996 7,500 $2.59
July 11, 1996 800 $2.53
July 19, 1996 4,500 $2.62
(Sales)
NONE
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Pursuant to an agreement, dated February 7, 1996, by and between Gemsco and
Blackacre, Gemsco and Blackacre have agreed to act in a coordinated manner with
respect to the acquisition and disposition of SLC Units. Except as described
above, no contracts, arrangements, understandings or similar relationships exist
with respect to the Units of SLC between Mr. Weiner and/or Mr. Citrin and any
person or entity.
Item 7. Material to be Filed as Exhibits.
Agreement required to be filed pursuant to Rule 13d-1(f)(1)(iii).
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.
July 24, 1996
/s/ Ross S. Weiner
______________________________________
Ross S. 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 B. 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).
<PAGE>
AGREEMENT
The undersigned hereby agree that the Schedule 13D annexed hereto be filed
on behalf of each of the undersigned.
Dated: July 24, 1996 /s/ Ross S. Weiner
___________________________________
Ross S. Weiner
/s/ Jeffrey B.Citrin
___________________________________
Jeffrey B. Citrin
