FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 26, 1998
TOPS APPLIANCE CITY, INC.
(Exact name of registrant as specified in its charter)
New Jersey 0-20498 22-3174554
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
45 Brunswick Avenue, Edison, New Jersey 08818
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code:(732) 248-2850
N/A
(Former name or former address, if changed since last report)
Page 1 of 3 pages
Item 1. Changes in Control of Registrant
Not Applicable
Item 2. Acquisition or Disposal of Assets
Not Applicable
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable
Item 5. Other Events
Pursuant to a Conversion Agreement (the "Agreement") between
the Registrant and Robert D. Carl, III ("Carl"), dated May 8, 1998, Carl agreed
to convert $1,500,000 of Registrant's 6-1/2% Convertible Subordinated Debentures
due 2003 issued pursuant to that certain Debenture Exchange Agreement, dated as
of August 20, 1997, between Registrant and BEA Associates, a New York
partnership, into 857,143 shares of the Registrant's common stock at a
conversion price of $1.75 per share. The conversion pursuant to the Agreement
occurred on June 26, 1998.
Item 6. Resignation of Registrant's Directors
Not Applicable.
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired.
Not Applicable
(b) Pro forma financial information
Not Applicable
(c) Exhibits
Not Applicable
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
TOPS APPLIANCE CITY, INC.
BY:/s/ Robert G. Gross
------------------------
ROBERT G. GROSS,
Chief Executive Officer
Dated: July 14, 1998
