Page 1 of 7 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)*
SMART & FINAL, INC
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
831683107
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(CUSIP Number)
Linda S. Martinson, Esq. (212) 583-2000
767 Fifth Avenue, 24th Floor, New York, NY 10153
-----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 11, 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 [ ].
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing 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.)
*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).
SEC 1746 (12-91)<PAGE>
<PAGE>
Schedule 13D, Amendment No. 2 (continued)
CUSIP No. 831683107 Page 2 of 7 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald Baron
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(C) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 318,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,808,595
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 318,000
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,808,595
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,126,595
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
<PAGE>
Page 3 of 7 Pages
Item 1. Security and Issuer
(a) Name of Issuer:
Smart & Final, Inc.
(b) Address of Issuer's Principal Executive Offices:
4700 South Boyle Avenue
Vernon, CA 90058
(c) Title and Class of Securities:
Common Stock
Item 2. Identity and Background
(a) Name:
Ronald Baron
(b) Business Address:
767 Fifth Avenue
24th Floor
New York, NY 10153
(c) Present Principal Employment:
President: Baron Capital Management, Inc., BAMCO, Inc.,
Baron Capital, Inc.
767 Fifth Avenue
24th Floor
New York, NY 10153
(d) Record of Convictions:
No material change.
(e) Record of Civil Proceedings:
No material change.
(f) Citizenship:
No material change.
Item 3. Source and Amount of Funds or Other Consideration
Reporting Person owns 18,000 shares of the issuer directly,
paid for with cash for an aggregate purchase price of $261,661.
As General Partner of Baron Capital Partners, L.P. ("BCP"),
an investment partnership, he directed the purchase
of 300,000 shares for the account of BCP for an
aggregate purchase price of $4,787,554.
Those shares were paid for by cash assets in
BCP's account and by margin borrowings pursuant to
the standard margin agreement of Spear, Leeds & Kellogg. An
additional 2,281,000 shares were purchased for an aggregate
purchase price of $43,915,036 for the accounts of two
investment companies registered under the Investment
Company Act of 1940, Baron Asset Fund and Baron Growth &
Income Fund, (the "Baron Funds"), which are advised by
BAMCO, Inc. ("BAMCO"), a registered investment adviser
which is controlled by Ronald Baron. An additional 527,595
shares were purchased for an aggregate purchase price of
$9,481,344 for the accounts of investment advisory clients
of Baron Capital Management, Inc.("BCM") a registered
investment adviser controlled by Ronald Baron. All of those
shares were paid for by cash the assets in the accounts of
the investment companies and advisory clients.
<PAGE>
Page 4 of 7 Pages
Item 4. Purpose of Transaction
No material change.
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person: (i) 2,808,595 shares in his capacity as a
controlling person of BAMCO and BCM. Reporting Person disclaims
that he is the beneficial owner of these shares. (ii) 300,000
shares in his capacity as General Partner of BCP.
(iii) 18,000 shares personally.
(b) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
318,000
(ii) shared power to vote or direct the vote:
2,808,595
(iii) sole power to dispose or to direct the disposition:
318,000
(iv) shared power to dispose or direct the disposition:
2,808,595
Reporting Person may be deemed to share power to vote and
dispose of shares referred to herein as a result of his
control of the investment advisers for whose advisory clients
he is reporting. He may be deemed to have sole power to vote
and direct the disposition of the shares referred to above to
by reason of being a general partner of the Partnerships.
(c) A schedule of transactions effected in the last forty-one days is
attached hereto.
(d) Ownership of More than Five Percent on Behalf of Another Person:
The investment advisory clients have the right to receive the
dividends from, or the proceeds from the sale of the securities
in their respective accounts. To the best of Reporting Person's
knowledge, no person has such interest relating to more than 5%
of the outstanding class of securities, except that Baron Asset
Fund, owns 2,135,000 shares (9.7%).
(e) Ownership of Less than Five Percent:
Not applicable.
<PAGE>
<PAGE>
Page 5 of 7 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
No material change.
Item 7. Material to be Filed as Exhibits
Exhibit 99 - 41 days of trading.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: December 17, 1996
/s/ Ronald Baron
_______________________________________
Ronald Baron
Transaction Schedule
From 11-05-96 To 12-16-96
Acct Exec.
Date ID Atvy Qty Price
- -------- ---- ---- ----- ---------
11-06-96 baf by 1,300 23.6058
11-07-96 baf by 500 23.5000
11-11-96 baf by 500 23.5250
11-14-96 baf by 29,000 23.0000
11-15-96 baf by 3,800 22.9211
11-18-96 baf by 4,200 22.8750
11-19-96 baf by 600 22.7500
11-20-96 baf by 3,400 23.0000
11-26-96 baf by 11,000 21.8455
11-26-96 bcm4 by 4,000 22.2500
11-27-96 baf by 4,000 21.8625
11-29-96 baf by 1,300 21.6250
11-29-96 baf by 6,000 21.7500
12-02-96 bcm4 by 200 21.3750
12-02-96 bcm4 by 23,100 21.6250
12-03-96 bcm4 by 2,000 21.5000
12-03-96 bcm4 by 8,000 21.5000
12-03-96 bcm4 by 35,400 21.5000
12-05-96 baf by 3,500 21.5000
12-05-96 baf by 13,500 21.5000
12-05-96 bcm4 by 43,300 21.5000
12-05-96 bcm4 by 4,000 21.5000
12-06-96 bcm4 by 5,000 21.5200
12-09-96 baf by 7,000 21.6895
12-09-96 bgi by 2,500 21.6895
12-10-96 bcm4 by 2,200 21.6250
12-11-96 baf by 2,700 21.3750
12-12-96 baf by 9,500 21.4350
12-12-96 bcm4 by 2,800 21.4350
12-12-96 bgi by 2,500 21.4350
12-13-96 baf by 2,000 21.6250
12-13-96 bgi by 1,000 21.6250
12-16-96 baf by 5,500 21.6250
