UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
KASH N' KARRY FOOD STORES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
485 77 P106
(CUSIP Number)
Dhananjay M. Pai, PaineWebber Capital Inc.
1285 Avenue of the Americas, New York, NY 10019
212-713-1213
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 29, 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 the statement
<checked-box>. (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 five percent or
less 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 of 16 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 485 77 P106 PAGE 2 OF 16 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PAINEWEBBER CAPITAL INC.
IRS#13-3261841
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF
SHARES 553,601 shares of Common Stock
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
553,601 shares of Common Stock
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
553,601 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP No. 485 77 P106
Item 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to shares of Common
Stock, par value $.01 per share (the "Common Stock" or the
"Shares"), of Kash n' Karry Food Stores, Inc., a Delaware
corporation (the "Issuer"). The Issuer maintains its principal
executive office at 6422 Harney Road, Tampa, Florida 33610.
Item 2. IDENTITY AND BACKGROUND.
(a), (b), (c) and (f). This statement on Schedule 13D is being
filed by PaineWebber Capital Inc., a Delaware corporation ("PWC" or the
"Reporting Person"). PWC is filing this statement, pursuant to the
provisions of Rule 13d-1 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
PWC engages in proprietary investment transactions and
participates as an equity investor with others in connection with
acquisitions and restructurings. The address of the principal business
and principal office of PWC is 1285 Avenue of the Americas, New York, New
York 10019. The name, business address, present principal occupation or
employment (and the name, principal business and address of any
corporation or other organization in which such employment is conducted)
of the directors and executive officers of PWC, all of whom are United
States citizens, are as follows:
<PAGE>
CUSIP No. 485 77 P106
Business Address, Present
Principal Occupation or
Employment and Name, Principal
Business and Address of
Name and Title Employer
- ---------------------------- ---------------------------------
Regina A. Dolan Vice President and Chief
Director and Financial Officer
Chairperson of the Paine Webber Group Inc.
Board (Holding Company)
1285 Avenue of the Americas
New York, NY 10019
Dhananjay M. Pai First Vice President
Director and President PaineWebber Incorporated
(Broker-Dealer)
1285 Avenue of the Americas
New York, NY 10019
Dawn Lezon Vice President
Vice President PaineWebber Incorporated
(Broker-Dealer)
1285 Avenue of the Americas
New York, NY 10019
Pierce R. Smith Treasurer
Director and Treasurer Paine Webber Group Inc.
(Holding Company);
Executive Vice President and
Treasurer
PaineWebber Incorporated
(Broker-Dealer)
1285 Avenue of the Americas
New York, NY 10019
Louis J. DeVico Assistant Treasurer
Assistant Treasurer PaineWebber Incorporated
(Broker-Dealer)
1285 Avenue of the Americas
New York, NY 10019
Dorothy F. Haughey Assistant Secretary
Secretary Paine Webber Group Inc.
1285 Avenue of the Americas
New York, NY 10019
Geraldine L. Banyai Assistant Secretary
Assistant Secretary PaineWebber Incorporated
(Broker-Dealer)
1285 Avenue of the Americas
New York, NY 10019
<PAGE>
PWC is a wholly owned subsidiary of Paine Webber Group Inc., a
Delaware Corporation ("PWG"). PWG is a holding company which, together
with its operating subsidiaries, forms one of the largest full-service
securities firms in the industry, serving the investment and capital
needs of individual, corporate, institutional and public agency clients.
The address of the principal business and principal office of PWG is 1285
Avenue of the Americas, New York, New York 10019. PWG does not
beneficially own any of the shares of Common Stock reported herein and
does not share any voting or dispositive power with respect thereof. The
name, business address, present principal occupation or employment (and
the name, principal business and address of any corporation or other
organization in which such employment is conducted) of the directors and
executive officers of PWG are as follows:
Business Address, Present
Principal Occupation or
Employment and Name, Principal
Business and Address of
Name and Title Employer
- ------------------------------ -------------------------------
Donald B. Marron Chairman and Chief Executive
Director, Chairman of Officer
the Board and Chief Paine Webber Group Inc.
Executive Officer (Holding Company)
1285 Avenue of the Americas
New York, NY 10019
T. Stanton Armour Private Investor
Director 181 West Madison Street
Room 4100, 41st Floor
Chicago, IL 60602
E. Garrett Bewkes, Jr. Private Investor
Director 1285 Avenue of the Americas
14th Floor
New York, NY 10019
<PAGE>
Reto Braun Chairman of the Board, President
Director and Chief Executive Officer
Moore Corporation Limited
(Holding Company - information
systems and management)
One First Canadian Place
Toronto, Ontario
Canada M5X 1G5
John A. Bult Director
Director PaineWebber International Inc.
(Investments and investment
services)
1285 Avenue of the Americas
New York, NY 10019
Frank P. Doyle Executive Vice President (Retired)
Director General Electric Company
(Diversified electronics and
electrical products, financial
and information services and
broadcasting)
3135 Easton Turnpike
Fairfield, CT 06431
Joseph J. Grano, Jr. President
Director PaineWebber Incorporated
(Broker-Dealer)
1285 Avenue of the Americas
New York, NY 10019
John E. Kilgore, Jr. Private Investor
Director 100 Main Street
Elsworth, ME 04605
James W. Kinnear Private Investor
Director Ten Stamford Forum
P.O. Box 120
Stamford, CT 06904
<PAGE>
Naoshi Kiyono Managing Director and General Manager
Director International Investment Department
The Yasuda Mutual Life Insurance Company
9-1, Nishishinjuku
1-Chome
Shinjuku-Ku, Tokyo
169-92 Japan
Robert M. Loeffler Retired Attorney
Director 10701 Wilshire Blvd.
Apt. 1401
Los Angeles, CA 90024
Edward Randall, III Private Investor
Director 5851 San Felipe Ste. 900
Houston, TX 77057
Henry Rosovsky Professor
Director Harvard University
Cambridge, MA 02138
Yoshinao Seki Senior Managing Director and Chief
Director Investment Officer
The Yasuda Mutual Life Insurance Company
9-1, Nishishinjuku
1-Chome
Shinjuku-Ku, Tokyo
169-92 Japan
Anthony M. Di Iorio Vice President and Controller
Secretary Paine Webber Group Inc.
(Holding Company)
1285 Avenue of the Americas
New York, NY 10019
Pierce R. Smith Treasurer
Treasurer Paine Webber Group Inc.
(Holding Company);
Executive Vice President and Treasurer
PaineWebber Incorporated
(Broker-Dealer)
1285 Avenue of the Americas
New York, NY 10019
<PAGE>
Regina A. Dolan Vice President and Chief Financial Officer
Vice President and Paine Webber Group Inc.
Chief Financial Officer (Holding Company)
1285 Avenue of the Americas
New York, NY 10019
Theodore Levine Vice President, General Counsel and Secretary
Vice President, General Paine Webber Group Inc.
Counsel and Secretary (Holding Company)
1285 Avenue of the Americas
New York, NY 10019
Dorothy F. Haughey Assistant Secretary
Assistant Secretary Paine Webber Group Inc.
1285 Avenue of the Americas
New York, NY 10019
Each of the above directors and executive officers is a citizen of the
United States except John A. Bult, a citizen of Switzerland, Reto Braun,
a citizen of Switzerland and Naoshi Kiyono and Yoshinao Seki, citizens of
Japan.
(d) and (e). During the last five years, neither the Reporting
Person nor, to the best knowledge of the Reporting Person, any person
identified on the foregoing tables, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which any such person was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
<PAGE>
federal or state securities laws or finding any violation with respect to
such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION.
PaineWebber Incorporated transferred the shares to PWC in a
private transaction on March 29, 1996 for the nominal fee of ten ($10)
dollars pursuant to the Assignment Agreement (a copy of which is attached
hereto as Exhibit I and incorporated herein by reference), dated as of
March 29, 1996, between PaineWebber Incorporated and PWC (the "Assignment
Agreement"). The source of such funds was PWC's working capital.
Item 4. PURPOSE OF TRANSACTION.
PWC acquired the Shares as part of its investment program and
will hold the Shares for investment purposes only.
Except for the foregoing, neither the Reporting Person nor any
other person listed in Item 2 has any present plans or intention which
would relate to or would result in (a) the acquisition by any person of
additional securities of the Issuer or the disposition of securities of
the Issuer; (b) an extraordinary corporate transaction such as a merger,
reorganization or liquidation involving the Issuer; (c) a sale or
transfer of a material amount of the Issuer's assets; (d) any change in
the present board of directors or management of the Issuer, including any
plans or proposals to change the number or term of directors or to fill any
<PAGE>
existing vacancies on the board; (e) any material change in the
present capitalization or dividend policy of the Issuer; (f) any other
material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the Issuer by any person; (h) causing a class of securities of the Issuer
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 Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any
action similar to any of those enumerated above.
Item 5. INTEREST IN SECURITIES
OF THE ISSUER.
(a) through (c). As set forth above, on March 29, 1996,
PaineWebber Incorporated transferred 553,601 shares of Common Stock to
PWC in a private transaction.
PWC beneficially owns 553,601 shares of Common Stock,
representing approximately 11.9% of the outstanding shares of Common
Stock (based on the number of shares of Common Stock outstanding as of
March 12, 1996 as represented by the Issuer). PWC has the sole power to
vote and sole power to dispose of the Shares.
Except as set forth above, neither the Reporting Person nor, to
the best knowledge of the Reporting Person, any person identified in Item
2, beneficially owns any
<PAGE>
shares of Common Stock or has effected any transaction in shares of Common
Stock during the preceding 60 days.
(d) To the best knowledge of the Reporting Person, no person
other than the Reporting Person has the right to receive or the power to
direct the receipt of dividends from or the proceeds from the sale of the
Shares.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS,
UNDERSTAINDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as described elsewhere in this Statement, to the best
knowledge of the Reporting Person, there exist no contracts,
arrangements, understandings or relationships (legal or otherwise) among
the persons named in Item 2 and between such persons and any person with
respect to any securities of the Issuer, including but not limited to
transfer or voting of any securities of the Issuer, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of
proxies.
PWC is an affiliate of PWG which, together with its subsidiaries,
constitutes a full service investment bank which may, from time to time,
own or control shares of Common Stock or may execute trades or other
transactions involving shares of Common Stock for its own account or for
the accounts of its customers. However no contracts, arrangements,
understandings or other relationships
<PAGE>
regarding shares of Common Stock exist between PWC and PWG or any of its
subsidiaries or other affiliates.
Item 7. MATERIAL TO BE FILED
AS EXHIBITS.
1. Assignment Agreement.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: April 11, 1996
PAINEWEBBER CAPITAL INC.
By: /S/ DHANANJAY M. PAI
Title:
<PAGE>
INDEX TO EXHIBITS
PAGE NO. IN
SEQUENTIAL
EXHIBIT NUMBERING SYSTEM
I Assignment Agreement, dated as of 15
March 29, 1996 between PaineWebber
Incorporated and PaineWebber Capital
Inc.
ASSIGNMENT AGREEMENT
DATED AS OF MARCH 29, 1996 BETWEEN
PAINEWEBBER INCORPORATED, a Delaware Corporation
(the "Assignor") and PAINEWEBBER CAPITAL, INC.
a Delaware corporation (the "Assignee")
In consideration fo the sum of Ten Dollars ($10) and other good and
valuable consideration in hand paid by the Assignee to the Assignor, the
receipt and sufficiency of which is hereby acknowledge by the Assignor,
and the mutual covenants herein contained, the parties hereto hereby agree
as follows:
1. The Assignor hereby assigns and transfers to the Assignee and its
successors and assigns, forever, all the right, title and interest of the
Assignor in and to 553,601 shares of common stock, par value $.01 per share
(the "Common Stock") of Kash n' Karry Food Stores, Inc.
TO HAVE AND TO HOLD the same unto the Assignee and its successors and
assigns, forever.
2. The Assignee does hereby accept such assignment and transfer and
agrees to perform all obligations on the part of the Assignor to be
performed in respect to the Common Stock.
3. This Assignment Agreement and the covenants and agreements herein
contained shall inure to the benefit of and shall bind the Assignor, the
Assignee and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment
Agreement to be executed in their respective corporate names by their
corporate officers thereunto duly authorized and their respective corporate
seals to be hereunto affixed and duly attested all as of the date first
above written.
PAINEWEBBER INCORPORATED
By /S/
-------------------------
(CORPORATE SEAL)
Attest:
/S/ DOROTHY F. HAUGHEY
- -----------------------
Secretary
<PAGE>
PAINEWEBBER CAPITAL, INC.
By /S/
----------------------
(CORPORATE SEAL)
Attest:
/S/ DOROTHY F. HAUGHEY
- -----------------------
Secretary
