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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
KASH N' KARRY FOOD STORES, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
48577P106
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(CUSIP number)
Jennifer Holden Dunbar
Green Equity Investors, L.P.
333 South Grand Avenue, Suite 5400
Los Angeles, California 90071
(213) 625-0005
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(Name, address and telephone number of person
authorized to receive notices and communications)
October 14, 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 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 [_].
Check the following box if a fee is being paid with the 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 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 5 Pages)
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CUSIP NO. 48577P106 13D PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GREEN EQUITY INVESTORS, L.P.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEM 2(d) OR 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
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SOLE VOTING POWER
7
NUMBER OF 1,286,066
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,286,066
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,286,066
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
27.7%
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TYPE OF REPORTING PERSON*
14
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Reference is made to that certain Schedule 13D (the "Schedule"), dated
December 29, 1994, Amendment No. 1 thereto, dated February 9, 1995, and
Amendment No. 2 thereto, dated February 9, 1995, filed by Green Equity
Investors, L.P., a Delaware limited partnership ("GEI"). Items 3, 4 and 5 of
the Schedule, as Amended, are hereby amended in their entirety as follows
(unless otherwise indicated, defined terms have the same meaning as previously
set forth in the Schedule):
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
GEI had acquired shares of Common stock in the following transactions:
(a) In connection with the First Amended Plan of Reorganization of
Kash n' Karry (the "Plan") confirmed by the United States
Bankruptcy Court on December 29, 1994, on the effective date of
the Plan, GEI acquired 465,000 shares of Common Stock for an
aggregate of $10,000,000 in cash;
(b) Prior to the consummation of the Plan, GEI purchased, in the
market in privately negotiated transactions, $7,666,000 principal
amount of 14% Subordinated Debentures due February 1, 2001, for
an aggregate cash consideration of $2,912,868 which, after the
Plan was consummated, were converted into 192,378 shares of
Common Stock;
(c) GEI acquired 200,000 shares in Common Stock, par value $01 per
share ("Common Stock"), of Kash n' Karry Food Stores, Inc. in the
market for an aggregate cash consideration of $3,395,425, the
source of which was capital contributions from the partners of
GEI; and
(d) GEI received 428,688 shares in connection with the 3 for 2 stock
split on July 17, 1995.
The source of all such purchases was from capital contributions of the
partners of GEI.
ITEM 4. PURPOSE OF TRANSACTION
GEI acquired the shares of Common Stock for investment purposes. On
October 14, 1996, the general partner of GEI, Leonard Green & Associates, L.P.,
a Delaware limited partnership ("LG&A") (formerly, Leonard Green & Partners,
L.P.) notified the partners of GEI that, on or about October 25, 1996, it
intends to distribute shares of Kash n' Karry to each of the partners in
accordance with their proportionate interests in the Partnership. Upon
completion of this distribution, John G. Danhakl and Jennifer Holden Dunbar,
executive officers of LG&A, intend to resign from the board of directors of Kash
n' Karry.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) GEI is the beneficial owner of 1,286,066 shares, or 27.5%, of the
outstanding Common Stock of Kash n' Karry.
(b) GEI has sole voting and dispositive power with respect to the
shares of Common Stock held by it. The sole general partner of GEI, LG&A has the
power to direct the voting and investment of securities held by GEI. The address
of LG&A is 333 South Grand Ave., Suite 5400, Los Angeles, California 90071. The
general partners of LG&A (collectively, the "LG&A Partners") are GANMAX, Inc. (a
corporation controlled by Gregory J. Annick), Willow III, Inc. (a corporation
controlled by Jennifer Holden Dunbar), Tardy-Green, Inc., and Jonathan D.
Sokoloff, and each of their addresses is c/o LGP, 333 South Grand Ave., Suite
5400, Los Angeles, California 90071. LG&A, as general partner of Green Equity,
and the LG&A Partners, as general partners of LG&A, may be deemed to share
beneficial ownership of the shares beneficially owned by Green Equity, but
disclaim any such beneficial ownership.
(c) GEI has not had any transactions in the Common Stock within the
last 60 days.
(d) See (b), above.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than as referred to in of Item 5 (b), there are no contracts,
arrangements, understandings or relationships between GEI and any other person
with respect to any securities of the issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 15, 1996 GREEN EQUITY INVESTORS, L.P.,
a Delaware limited partnership
By: LEONARD GREEN & ASSOCIATES,
a Delaware limited partnership, its
General Partner
By: /s/ Jennifer Holden Dunbar
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Jennifer Holden Dunbar,
President, Willow III, Inc.
a General Partner of
Leonard Green & Associates, L.P.
