SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Rare Hospitality International, Inc.
(Name of Issuer)
Common Stock, No Par Value Per Share
(Title of Class of securities)
543057-10-3
(CUSIP Number)
Margaret D. Farrell
Hinckley, Allen & Snyder
1500 Fleet Center
Providence, Rhode Island 02903
(401) 274-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 18, 1997
(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 ____.
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1) Name of Reporting Person. Edward P. Grace, III
2) Check the appropriate box if a Member of a Group (See Instructions)
(a) _______________
(b) _______________
_______________________________________________________________________________
3) SEC Use Only
_______________________________________________________________________________
4) Source of Funds (See Instructions). Not Applicable
_______________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e).
_______________________________________________________________________________
6) Citizenship or Place of Organization. United States
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Number of (7) Sole Voting Power 318,113
Shares Bene-
ficially Owned (8) Shared Voting Power 392,131
By Each
Reporting (9) Sole Dispositive Power Power 318,113
Person With
(10) Shared Dispositive Power 392,131
11) Aggregate Amount Beneficially Owned by Each Reporting Person.
710,244
_______________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions). Not Applicable
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13) Percent of Class Represented by Amount in Row 11. 6.7%
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14) Type of Reporting Person (See Instructions). IN
<PAGE>
This statement is filed by Edward P. Grace III, as an amendment to the
Schedule 13D dated September 13, 1996 relating to the share of Common Stock, no
par value per share (the "Common Stock") of RARE Hospitality International,
Inc., formerly known as Longhorn Steaks, Inc.) a Georgia corporation ("RARE" or
the "Issuer"), filed on September 23, 1996, as previously amended by Amendment
No. 1, dated December 31, 1996, filed on February 12, 1997, Amendment No. 2,
dated December 31, 1996, filed on February 25, 1997, Amendment No. 3, dated May
9, 1997, filed on May 21, 1997, and Amendment No. 4, dated June 17, 1997, filed
on June 23, 1997.
Item 5. Interest in Securities of the Issuer.
(a) Amount Beneficially Owned.
As of June 18, 1997, Mr. Grace beneficially owned 710,244 shares of a total
of 11,162,5251* shares of RARE Common Stock outstanding on such date. These
shares were held as follows:
246,251 shares of RARE Common Stock owned by the Edward P. Grace III
Grantor Retained Annuity Trust - 1996 (the "Trust"), of which Mr. Grace is the
sole trustee and primary beneficiary. Mr. Grace retains the sole power to
control the voting and disposition of the RARE Common Stock held by the Trust.
392,131 shares of RARE Common Stock owned by Grace Associates, a
Connecticut partnership in which Mr. Grace is a 98% partner, his wife is a 1%
partner, and Grace Corporation is a 1% partner. Mr. Grace retains the shared
power to control the voting and disposition of the RARE Common Stock held by
Grace Associates.
60,542 shares of RARE Common Stock owned by EPG III Limited Partnership, a
Connecticut limited partnership (the "Partnership") of which Grace Corporation
is 1% general partner and Mr. Grace is 99% limited partner. Mr. Grace is sole
stockholder and President of Grace Corporation. Mr. Grace retains the sole power
to control the voting and disposition of the RARE Common Stock held by the
Partnership.
70 shares of RARE Common Stock owned by Mr. Grace which were acquired in
connection with the merger of Bugaboo Creek Steak House, Inc. with RARE.
11,250 shares which are issuable under presently excercisable stock options
held by Mr. Grace.
(b) Percent of Class. The shares of Common Stock beneficially owned by Mr.
Grace represent 6.7% of the Issuer's outstanding Common Stock.
(c) Number of Shares of Common Stock as to which Mr. Grace has:
(i) sole power to vote or to direct the vote 318,113
(ii) shared power to vote or to direct the vote 392,131
(iii) sole power to dispose or to direct the disposition of 318,113
(iv) shares power to dispose or to direct the disposition of 392,131
(d) Except as previously reported, in the past sixty days, Mr. Grace has
effected the following transactions in RARE Common Stock:
Grace Associates transferred 165,000 shares of RARE Common
Stock to Greene Street Exchange Fund, L.P. in a private
placement transaction on June 5, 1997, at a valuation price of
$15.50 a share, in exchange for 24,914.15 units in Greene
Street Exchange Fund, L.P.
(e) Not applicable.
SIGNATURES
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.
/s/ Edward P. Grace, III
Edward P. Grace III
Dated: July __, 1997
_______________________
* Number of shares of RARE Common Stock issued and outstanding as of May 12,
1997, as reflected in Form 10-Q filed by RARE Hospitality International, Inc. on
May 13, 1997.
