UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
KASH N' KARRY FOOD STORES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
48577P106
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(CUSIP Number)
Dhananjay M. Pai, PaineWebber Capital Inc., 1285 Avenue of the Americas,
New York, NY 10019
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(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications)
December 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 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 4 Pages
<PAGE>
SCHEDULE 13D
CUSIP No.48577P106 Page 2 of 4 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*
NA
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 - 0 -
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER - 0 -
9 SOLE DISPOSITIVE POWER - 0 -
10 SHARED DISPOSITIVE POWER - 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
Co
Page 2 of 4 Pages
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Amendment No. 2 to Schedule 13D
Name of Issuer: Kash N' Karry Food Stores, Inc.
Name of Reporting Person: PaineWebber Capital Inc.
This Amendment No. 2 amends the Schedule 13D (the "Statement") of the
Reporting Person, dated April 11, 1996 (March 29, 1996 being the date of the
event which required the filing thereof), as amended by Amendment No. 1 thereto,
dated November 11, 1996 (October 31, 1996 being the date of the event which
required the filing thereof), to the extent set forth herein.
Item 4. PURPOSE OF TRANSACTION
The first paragraph of Item 4 of the Statement is amended and restated
in its entirety as follows:
"PWC acquired the Shares on March 29, 1996, as part of its investment
program. Pursuant to an Agreement and Plan of Merger, dated as of October 31,
1996 (the "Merger Agreement"), by and among Food Lion, Inc., a North Carolina
corporation (the "Parent"), KK Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of Parent (the "Sub"), and the Issuer, the Issuer agreed
that the Sub would be merged into the Issuer, with the result that the Issuer
would become a wholly-owned subsidiary of Parent (the "Merger"). The Merger was
consummated on December 19, 1996, and, pursuant to the terms of the Merger, the
Shares were converted into the right to receive $26.00 in cash. It is the
understanding of PWC that, upon the consummation of the Merger, the Common Stock
became eligible for termination of registration under Section 12(g)(4) of the
Exchange Act."
Item 5. INTEREST IN THE SECURITIES OF THE ISSUER
The following is added as the third paragraph of Item 5 of the
Statement:
"As a result of the Merger, the Shares were converted into the right
to receive $26.00 per share in cash. As a result, as of December 19, 1996, the
effective date of the Merger, PWC no longer owned any shares of Common Stock."
Page 3 of 4 Pages
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SIGNATURE
After reasonable inquiry into the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Amendment No. 2 is
true, complete and correct.
Date: February 10, 1997
PAINEWEBBER CAPITAL INC.
By: /s/ Dhananjay Pai
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Title: President
Page 4 of 4 Pages
