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)
-----------------------------------------------------
(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>
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
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4 SOURCE OF FUNDS
OO
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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 2,563,295
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 318,000
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,563,295
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,881,295
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<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:
During the last five years, Ronald Baron has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors.)
(e) Record of Civil Proceedings:
During the last five years, Ronald Baron was not a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating such
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Citizenship:
Reporting Person is a citizen of the United States.
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 2,165,700 shares were purchased for an aggregate
purchase price of $41,355,235 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 397,595
shares were purchased for an aggregate purchase price of
$6,672,488 for the accounts of investment advisory clients
of Baron Capital Management, Inc.("BCM") a registered
<PAGE>
Page 4 of 7 Pages
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.
Item 4. Purpose of Transaction
The securities referred to herein were acquired in the ordinary
course of business and were not acquired for the purpose of and do
not have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection with or
as a participant in any transaction having such purposes or effect.
Filing Person reserves the right to discuss management and other
proposals with other persons.
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person: (i) 2,563,295 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:
2,563,295
(iii) sole power to dispose or to direct the disposition:
318,000
(iv) shared power to dispose or direct the disposition:
2,563,295
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 sixty 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 2,025,700 shares (9.2%).
(e) Ownership of Less than Five Percent:
Not applicable.
<PAGE>
Page 5 of 7 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
By virtue of their investment advisory agreements with their clients,
BCM and BAMCO have been given the discretion to dispose or direct the
disposition of the securities in the advisory accounts. All such
agreements are, however, revocable. The advisory agreements for the
Baron Funds have been approved by their Board of Trustees. The
agreements for the Baron Funds are filed as exhibit 99 to Form N1-A
for Baron Asset Fund and are incorporated by reference herein. All
the advisory agreements are pursuant to a standard form, a copy of
which is filed herewith.
Item 7. Material to be Filed as Exhibits
Exhibit 99 - 60 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: November 6, 1996
/s/ Ronald Baron
_______________________________________
Ronald Baron
Transaction Schedule
From 09-04-96 To 11-04-96
Exec.
Date Acct ID Activity Quantity Price
- -------- ------------ --------- --------- -------
09-20-96 bcm4 by 5,200 23.7500
09-23-96 bcm4 by 1,000 23.7500
09-25-96 bcm4 by 1,000 24.0750
09-26-96 bcm4 by 800 24.3440
09-27-96 bcm4 by 2,000 24.5875
10-01-96 bcm4 sl 4,500 24.0008
10-02-96 bcm4 by 1,000 24.0000
10-08-96 baf by 10,000 23.8750
10-08-96 bcm4 by 11,000 23.8750
10-11-96 bcm4 by 6,500 23.6250
10-14-96 baf by 5,000 23.6250
10-14-96 bcm4 by 1,500 23.6250
10-15-96 baf by 2,000 23.5000
10-17-96 baf by 3,000 23.6250
10-17-96 bcm4 by 5,000 23.6250
10-22-96 bgi by 2,600 23.7164
10-23-96 bgi by 2,400 23.6250
10-24-96 baf by 400 23.5000
10-25-96 baf by 4,600 23.7500
10-25-96 bgi by 5,000 23.7500
10-28-96 baf by 5,000 23.5000
10-29-96 baf by 37,000 22.5000
10-29-96 baf by 700 23.2143
10-29-96 bcm4 by 5,000 22.5000
10-29-96 bgi by 10,000 22.5000
10-30-96 baf by 5,800 23.1466
10-31-96 baf by 11,200 23.2176
11-01-96 baf by 200 23.5000
11-04-96 baf by 800 23.4688
