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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13D-1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(A) AND
AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
(AMENDMENT NO. 2) (1)
TOPS APPLIANCE CITY, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
890910-102
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(CUSIP Number)
ROBERT D. CARL, III
8300 DUNWOODY PLACE, SUITE 209
ATLANTA, GEORGIA 30350
(770) 518-9020
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
COPY TO:
GABRIEL DUMITRESCU, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 PEACHTREE ST., N.E., 16TH FLOOR
ATLANTA, GEORGIA 30303
(404) 572-6000
JUNE 26, 1998
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(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 [_].
Note. Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on the following pages)
(Page 1 of 6 Pages)
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(1) 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 "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 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).
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CUSIP NO. 890910-102 13D PAGE 2 OF 6 PAGES
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<TABLE>
<S> <C> <C>
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert D. Carl, III
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [X]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 914,999
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
914,999
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
914,999
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
Excludes 200 shares of Common Stock of the Issuer held by Mary Ann Carl, Mr. Carl's mother. Mr.
Carl disclaims beneficial ownership of the shares held by his mother.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
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14 TYPE OF REPORTING PERSON
IN
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</TABLE>
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AMENDMENT NO. 2 TO SCHEDULE 13D
The Schedule 13D of Robert D. Carl, III, dated March 31, 1998, as
amended by the Schedule 13D/A filed on May 8, 1998 (the "Original Statement")
relating to the Common Stock, no par value (the "Shares") of Tops Appliance
City, Inc. (the "Issuer") is hereby amended as set forth herein. Unless
otherwise indicated, each capitalized term not defined herein has the same
meaning assigned to such term in the original statement.
ITEM 3 IS HEREBY DELETED IN ITS ENTIRETY, AND THE FOLLOWING NEW ITEM 3 IS
HEREBY SUBSTITUTED IN ITS PLACE:
Item 3. Source and Amount of Funds and Other Consideration
The 914,999 Shares reported as beneficially owned by Mr. Carl consist
of (i) 891,943 Shares held outright, including 857,143 Shares that Mr. Carl
acquired upon the conversion of $1,500,000 aggregate principal amount of 6.5%
Subordinated Convertible Debentures (New) due November 30, 2003 of the Issuer
(the "New Debentures") previously held by him (see Item 6 below) and (ii)
23,056 Shares that Mr. Carl may acquire upon the conversion of $513,000
aggregate principal amount of 6.5% Subordinated Convertible Debentures due
November 30, 2003 (the "Original Debentures") of the Issuer held by him. The
amount of funds used to purchase the New Debentures (which have been converted
into Shares), and the Shares and the Original Debentures held by Mr. Carl, net
of proceeds from sales of certain Shares was $1,579,861.30. Mr. Carl used
personal funds to purchase such securities.
ITEM 4 IS HEREBY DELETED IN ITS ENTIRETY, AND THE FOLLOWING NEW ITEM 4 IS
HEREBY SUBSTITUTED IN ITS PLACE:
Item 4. Purpose of Transaction
Mr. Carl acquired the New Debentures (which have been converted into
Shares), the Shares beneficially owned by him (including those acquired upon
the conversion of the New Debentures) and the Original Debentures held by him
for investment purposes.
Mr. Carl does not have any present plans or proposals which relate to
or would result in:
a. The acquisition by any person of additional
securities of the Issuer, or the disposition of
securities of the Issuer;
b. An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
c. A sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
d. Any change in the present board of directors or
management of the Issuer, including any plans or
proposals to change the number or term of directors
or to fill any existing vacancies on the board;
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e. Any material change in the present capitalization or
dividend policy of the Issuer;
f. Any other material change in the Issuer's business
or corporate structure;
g. Changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions
which may impede the acquisition of control of the
Issuer by any person;
h. Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an
inter-dealer quotation system of a registered
national securities association; or
i. Any action similar to any of those enumerated above.
Mr. Carl, however, reserves the right to take future actions which may
have any of the consequences described above, to acquire additional securities
of the Issuer, to dispose of any such securities at any time or to formulate
other purposes, plans or proposals regarding the Issuer or any of its
securities, to the extent he deems advisable in light of his overall investment
strategy, market conditions, the Issuer's business prospects and any other
factors.
ITEM 5 IS HEREBY DELETED IN ITS ENTIRETY, AND THE FOLLOWING NEW ITEM 5 IS
HEREBY SUBSTITUTED IN ITS PLACE:
Item 5. Interest in Securities of Issuer
(a) Mr. Carl beneficially owns 914,999 Shares (including Shares that
may be acquired by him pursuant to the exercise of the Original
Debentures held by him), representing 11.2% of the outstanding
Shares of Issuer. The Shares reported as beneficially owned by
Mr. Carl do not include 200 Shares held by Mary Ann Carl, Mr.
Carl's mother. Mr. Carl does not have sole or shared voting or
dispositive power over such Shares and, therefore, disclaims
beneficial ownership of such Shares.
(b) Mr. Carl has sole voting and dispositive power over the 914,999
Shares beneficially owned by him.
(c) On June 26, 1998, Mr. Carl converted the New Debentures then held
by him into 857,143 Shares (see Item 6 below).
(d) Not applicable.
(e) Not applicable.
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ITEM 6 IS HEREBY DELETED IN ITS ENTIRETY, AND THE FOLLOWING NEW ITEM 6 IS
HEREBY SUBSTITUTED IN ITS PLACE:
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
On June 26, 1998, Mr. Carl converted the New Debentures into Shares
pursuant to a Conversion Agreement between Mr. Carl and the Issuer dated May 8,
1998 (the "Conversion Agreement"), and Issuer paid Mr. Carl accrued but unpaid
interest with respect to $750,000 in principal amount of the New Debentures
which were so converted. In addition, as consideration to Mr. Carl for agreeing
to convert the New Debentures, the Issuer agreed to make two payments of
$24,375 each to Mr. Carl on August 31, 1998 and February 28, 1999,
respectively. Pursuant to the Conversion Agreement, Issuer also agreed to use
its reasonable best efforts to cause the registration statement on Form S-3
previously filed by the Issuer with the Securities and Exchange Commission to
register the New Debentures and the Shares issuable upon conversion thereof to
become effective.
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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: July 6, 1998
/s/ Robert D. Carl, III
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Robert D. Carl, III
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