Page 1 of 6 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.4)*
SMART & FINAL, INC
-----------------------------------------------------
(Name of Issuer)
COMMON STOCK
-----------------------------------------------------
(Title of Class of Securities)
831683107
-----------------------------------------------------
(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>
<PAGE>
Schedule 13D, Amendment No. 4 (continued)
CUSIP No. 831683107 Page 2 of 6 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 3,342,920
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 318,000
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,342,920
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,660,920
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
- --------------------------------------------------------------------------------
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 3 of 6 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 2,525,000 shares were purchased for an aggregate
purchase price of $49,139,515 for the accounts of two
investment companies registered under the Investment
Company Act of 1940, Baron Asset Fund and Baron Growth &
Income Fund, which are advised by BAMCO, Inc. ("BAMCO"),
a registered investment adviser which is controlled
by Ronald Baron. An additional 817,920 shares were
purchased for an aggregate purchase price of $15,724,387
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 assets in the accounts of
the investment companies and advisory clients.
Item 4. Purpose of Transaction
No material change.
<PAGE>
Page 4 of 6 Pages
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person: (i) 3,342,920 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:
3,342,920
(iii) sole power to dispose or to direct the disposition:
318,000
(iv) shared power to dispose or direct the disposition:
3,342,920
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 2,185,000 shares (9.9%).
(e) Ownership of Less than Five Percent:
Not applicable.
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 - 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: June 20, 1997
/s/ Ronald Baron
_______________________________________
Ronald Baron
Page 6 of 6 Pages
Transaction Schedule
From 04-16-97 To 06-16-97
Acct Exec.
Date ID Trans Qty Price
- -------- ----- ----- ------ ---------
04-18-97 bcm4 sl 3,950 19.7500
04-21-97 bcm4 by 3,000 19.8750
04-29-97 bcm4 by 2,600 19.2500
05-01-97 bcm4 by 3,000 19.5000
05-01-97 bgi by 5,000 19.5000
05-02-97 bcm4 by 3,000 19.6250
05-02-97 bcm4 by 475 19.6250
05-02-97 bcm4 by 1,300 19.6250
05-06-97 bcm4 by 3,000 20.7500
05-06-97 bgi by 5,000 20.7500
05-09-97 bgi by 2,200 20.8864
05-13-97 bcm4 by 1,800 21.2500
05-14-97 bcm4 by 1,600 21.2500
05-15-97 bcm4 by 600 21.1250
05-15-97 bgi by 2,800 21.1250
05-21-97 bgi by 5,000 20.5000
05-22-97 bcm4 by 2,000 20.2500
05-23-97 bcm4 by 2,000 20.5000
05-23-97 bgi by 1,000 20.5000
05-27-97 bcm4 by 4,000 21.0000
05-27-97 bcm4 by 6,000 20.9875
05-28-97 bcm4 by 700 20.8750
05-29-97 bcm4 by 1,300 20.8461
05-29-97 bcm4 by 7,500 20.9485
05-29-97 bgi by 1,000 20.9485
05-30-97 bcm4 by 2,500 21.0568
05-30-97 bgi by 3,000 21.0568
06-02-97 bcm4 by 500 21.3750
06-03-97 bcm4 by 3,300 22.0000
06-03-97 bcm4 by 4,000 22.1250
06-04-97 bcm4 by 2,700 22.1250
06-04-97 bcm4 by 1,500 22.2500
06-06-97 bcm4 by 3,800 22.0660
06-09-97 bcm4 by 200 22.0000
06-09-97 bcm4 by 4,500 22.3750
06-10-97 bcm4 by 1,000 22.3750
06-11-97 bcm4 by 4,500 22.4565
06-11-97 bcm4 by 1,000 22.4565
06-11-97 bcm4 by 1,500 22.4565
06-11-97 bcm4 by 4,500 22.4565
06-12-97 bcm4 by 4,000 22.3750
06-12-97 bgi by 4,700 22.3750
06-13-97 bcm4 by 1,500 22.3622
06-13-97 bgi by 5,300 22.3622
06-16-97 bcm4 by 2,000 22.9938
