<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 3)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
TOPS APPLIANCE CITY, INC.
(NAME OF ISSUER)
COMMON STOCK, NO PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
890910AB
(CUSIP NUMBER)
BAY HARBOUR MANAGEMENT, L.C.
TOWER INVESTMENT GROUP, INC.
STEVEN A. VAN DYKE
777 SOUTH HARBOUR ISLAND BOULEVARD, SUITE 270
TAMPA, FLORIDA 33602
(813) 272-1992
DOUGLAS P. TEITELBAUM
885 Third Avenue
34th Floor
New York, New York 10022
(212) 371-2211
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 30, 1998
(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(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on the following pages)
(Page 1 of 10 Pages)
<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Steven A. Van Dyke
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO, PF
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
Number of
Shares 7 SOLE VOTING POWER -0-
----------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER 6,552,148
Owned by
----------------------------------------------------------------
Each Reporting 9 SOLE DISPOSITIVE POWER -0-
----------------------------------------------------------------
Person With 10 SHARED DISPOSITIVE POWER 6,552,148
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,552,148
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IN, HC
- --------------------------------------------------------------------------------
<PAGE>
- ----------------------- -------------------------
CUSIP No. 890910AB 13D Page 3 of 10 Pages
- ----------------------- -------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Douglas P. Teitelbaum
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
Number of
Shares 7 SOLE VOTING POWER -0-
----------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER 6,547,148
Owned by
----------------------------------------------------------------
Each Reporting 9 SOLE DISPOSITIVE POWER -0-
----------------------------------------------------------------
Person With 10 SHARED DISPOSITIVE POWER 6,547,148
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,547,148
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IN, HC
- --------------------------------------------------------------------------------
<PAGE>
- ----------------------- -------------------------
CUSIP No. 890910AB 13D Page 4 of 10 Pages
- ----------------------- -------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Tower Investment Group, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 59-2924229
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida
- --------------------------------------------------------------------------------
Number of
Shares 7 SOLE VOTING POWER 6,547,148
----------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER -0-
Owned by
----------------------------------------------------------------
Each Reporting 9 SOLE DISPOSITIVE POWER 6,547,148
----------------------------------------------------------------
Person With 10 SHARED DISPOSITIVE POWER -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,547,148
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON HC
- --------------------------------------------------------------------------------
<PAGE>
- ----------------------- -------------------------
CUSIP No. 890910AB 13D Page 5 of 10 Pages
- ----------------------- -------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Bay Harbour Management, L.C.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 59-3418243
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida
- --------------------------------------------------------------------------------
Number of
Shares 7 SOLE VOTING POWER 6,547,148
----------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER -0-
Owned by
----------------------------------------------------------------
Each Reporting 9 SOLE DISPOSITIVE POWER 6,547,148
----------------------------------------------------------------
Person With 10 SHARED DISPOSITIVE POWER -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,547,148
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IA
- --------------------------------------------------------------------------------
<PAGE>
- ----------------------- -------------------------
CUSIP No. 890910AB 13D Page 6 of 10 Pages
- ----------------------- -------------------------
This Amendment No. 3 amends and supplements the Statement on Schedule
13D, originally filed with the U.S. Securities and Exchange Commission (the
"SEC") on July 6, 1998, as amended on August 12, 1998 and October 26, 1998 (the
"Schedule 13D"), by Bay Harbour Management, L.C. ("Bay Harbour"), Tower
Investment Group, Inc. ("Tower"), as the majority stockholder of Bay Harbour,
Steven A. Van Dyke ("Van Dyke"), in his capacity as a stockholder and President
of Tower, and Douglas P. Teitelbaum, in his capacity as a stockholder of Tower
(collectively, the "Reporting Persons"). Capitalized terms contained herein but
not otherwise defined have the meanings ascribed to them in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended in its entirety as follows:
On June 25, 1998, Bay Harbour purchased for certain managed accounts,
in a secondary purchase, 6-1/2% Convertible Subordinated Debentures Due 2003 of
Tops in the aggregate principal amount of $6,090,000 (such Debentures held by
Bay Harbour, the "Debentures"), at a price of 93% of principal plus accrued
interest. On September 24, 1998, the Debentures were converted into 3,480,000
shares of Tops Common Stock at a conversion price of $1.75 per share pursuant to
a Conversion Letter Agreement (the "Conversion Letter Agreement"), dated July
16, 1998, between Tops and Bay Harbour. The source of the funds used by Bay
Harbour to purchase the Debentures were investment accounts managed on a
discretionary basis by Bay Harbour.
On July 20, 1998, Bay Harbour purchased from Tops for certain managed
accounts, 1,400,000 newly-issued shares of Tops Common Stock (the "New Shares"),
for an aggregate purchase price of $5,040,000 pursuant to the terms of the Share
Purchase Agreement (the "Tops Purchase Agreement"), dated July 16, 1998, between
Bay Harbour and Tops. The source of the funds used by Bay Harbour to purchase
the New Shares were investment accounts managed on a discretionary basis by Bay
Harbour.
On July 22, 1998, Van Dyke purchased for a personal account, jointly
held with his wife, Ann Van Dyke, 5,000 shares of Tops Common Stock (the "Van
Dyke Shares"), for an aggregate purchase price of $15,625. The source of the
funds used by Van Dyke and Ann Van Dyke to purchase the Van Dyke Shares were
their personal funds.
On July 24, 1998, Bay Harbour purchased for certain managed accounts,
in a secondary purchase, 200,000 shares of Tops Common Stock (the "Turchin
Shares"), at an aggregate purchase price of $600,000. The source of the funds
used by Bay Harbour to purchase the Turchin Shares were investment accounts
managed on a discretionary basis by Bay Harbour.
On August 11, 1998, Bay Harbour purchased for certain managed
accounts, in a secondary purchase, 300,000 shares of Tops Common Stock (the
"Westinghouse Shares"), for an aggregate purchase price of $900,000. The source
of the funds used by Bay Harbour to purchase the Westinghouse Shares were
investment accounts managed on a discretionary basis by Bay Harbour.
-6-
<PAGE>
- ----------------------- -------------------------
CUSIP No. 890910AB 13D Page 7 of 10 Pages
- ----------------------- -------------------------
On October 5, 1998, Bay Harbour received from Tops 420,000 shares of
newly-issued Tops Common Stock (the "Initial Adjustment Stock") in connection
with the purchase price adjustment provisions of the Tops Purchase Agreement.
On November 30, 1998, Bay Harbour received from Tops 247,148 shares of
newly-issued Tops Common Stock (the "Additional Adjustment Stock") in connection
with the Purchase Price adjustment provisions of the Tops Purchase Agreement.
See Item 6 for a description of certain agreements under which Bay
Harbour has the right to purchase additional shares of Tops Common Stock from
certain shareholders.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended in its entirety as follows:
As of the filing date of this Statement, (i) Van Dyke beneficially
owns 6,552,148 shares of Tops Common Stock, which represent approximately 47.7%
of Tops Common Stock outstanding, (ii) Teitelbaum beneficially owns 6,547,148
shares of Tops Common Stock, which represent approximately 47.7% of Tops Common
Stock outstanding, (iii) Tower beneficially owns 6,547,148 shares of Tops Common
Stock, which represent approximately 47.7% of Tops Common Stock outstanding and
(iv) Bay Harbour beneficially owns 6,547,148 shares of Tops Common Stock, which
represent approximately 47.7% of Tops Common Stock outstanding, in each case,
based upon 13,731,261 shares of Tops Common Stock outstanding as of November 2,
1998 (determined based upon 13,484,113 shares outstanding as set forth in a Form
10-Q filed on November 13, 1998 with the SEC by Tops plus shares comprising the
Additional Adjustment Stock). For purposes of disclosing the number of shares
beneficially owned by each of the Reporting Persons, (A) Van Dyke and Teitelbaum
are deemed to beneficially own all shares of Tops Common Stock that are
beneficially owned by Tower and Bay Harbour and (B) Tower is deemed to
beneficially own all shares of Tops Common Stock that are beneficially owned by
Bay Harbour.
Each Reporting Person has (i) the sole power to vote or direct the
vote of the 6,547,148 shares of Tops Common Stock held by Bay Harbour; and (ii)
the sole power to dispose of or to direct the disposition of such 6,547,148
shares of Tops Common Stock; except that Van Dyke and Teitelbaum share with each
other their voting and disposition power. In addition, Van Dyke, together with
his wife Ann Van Dyke, has the sole power to vote and direct the vote of 5,000
shares of Tops Common Stock held in a joint personal account.
Except for the conversion of the Debentures and the receipt of the
Initial Adjustment Stock and the Additional Adjustment Stock, to the best
knowledge and belief of the undersigned, no transactions involving Tops Common
Stock (as defined below) have been effected during the past 60 days by the
Reporting Persons or by their directors, executive officers or controlling
persons.
The 6,547,148 shares of Tops Common Stock held by Bay Harbour reported
in this Statement are beneficially owned by Van Dyke, Teitelbaum, Tower and Bay
Harbour for the benefit of certain investment partnerships and managed accounts
over which Van Dyke, Teitelbaum, Tower and Bay Harbour control the power to (i)
convert the Debentures into shares of Tops Common Stock, (ii) direct the voting
of such shares of Tops Common Stock and (iii) dispose of such shares of Tops
Common Stock. The limited partners of the investment partnerships and the
investors in the managed accounts for which Bay Harbour acts as an investment
adviser have the right to participate in the receipt of dividends from, or
proceeds from the sale of, securities held by their funds or accounts, as the
case may be. Other
-7-
<PAGE>
- ----------------------- -------------------------
CUSIP No. 890910AB 13D Page 8 of 10 Pages
- ----------------------- -------------------------
than Lipstick, Ltd., Bay Harbour 90-1, Ltd., Trophy Hunter Investments, Ltd.,
Bay Harbour Partners, Ltd., John M. Templeton through his investment in Bay
Harbour Partners, Ltd., Gentleness, Limited and Templeton Religion Trust, no
such fund, single limited partner of any of such funds nor any investor in a
managed account has the right to receive or the power to direct the receipt of
dividends from, or proceeds from the sale of, shares of Tops Common Stock
reported in this Schedule 13D representing more than five percent of the
outstanding Tops Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended in its entirety as follows:
On July 15, 1998, Bay Harbour agreed to convert the Debentures into
Common Stock pursuant to a Conversion Letter Agreement between Bay Harbour and
Tops dated July 15, 1998 (the "Conversion Letter Agreement"). Tops also granted
Bay Harbour a right of first refusal on issuances by Tops of certain equity or
debt securities by Tops. Pursuant to the Conversion Letter Agreement, Tops also
agreed to use its best efforts to cause a registration statement on Form S-3 to
be filed with the SEC to register the Shares issuable upon conversion thereof.
The Debentures were converted into 3,480,000 shares of Tops Common Stock on
September 24, 1998. Pursuant to the Conversion Letter, for as long as Bay
Harbour continues to hold at least 15% of the Tops Common Stock, Bay Harbour
shall have the right to designate two nominees to Tops' Board of Directors.
Pursuant to the Tops Purchase Agreement so long as Bay Harbour
continues to own, beneficially or otherwise, at least 15% of Tops Common Stock,
Bay Harbour shall have the right to designate one director to the Board of
Directors of Tops (in addition to the two directors pursuant to the Conversion
Letter Agreement). In addition, the Tops Purchase Agreement provides for an
adjustment mechanism if the price of Tops Common Stock declines. Based upon
such adjustment mechanism, Tops issued to Bay Harbour the Initial Adjustment
Payment due to the decline in the market price of the Tops Common Stock below
$3.60 per share for ten consecutive trading sessions. Upon the occurrence of
this event, Tops had the choice of paying Bay Harbour in cash or Tops Common
Stock (the "Initial Adjustment Amount") calculated as the difference per share
of the current price of the Tops Common Stock and $3.60 multiplied by the number
of the New Shares that Bay Harbour holds. Each time thereafter, if the average
price per share of the Tops Common Stock declines below the share price during
the 10-day period used to calculate the previous Adjustment Amount, Tops is
required to pay Bay Harbour in either cash or Tops Common Stock the difference
between the average price per share during such subsequent period and the
applicable average share price for the prior period used to calculate the prior
Adjustment Amount (each, an "Additional Adjustment Period" and, if paid in
newly-issued shares of Tops Common Stock, "Additional Adjustment Stock"). The
Tops Purchase Agreement also specifies that Tops will file a registration
statement on Form S-3 with the SEC within 60 days and will use its best efforts
to cause the registration statement to become effective.
Pursuant to an Option Agreement (the "Turchin Option Agreement"),
dated July 17, 1998, between the Turchin Family Limited Partnership ("Turchin")
and Bay Harbour, Bay Harbour has the right to acquire 200,000 shares of Tops
Common Stock at $4.00 per share through July 11, 1999.
Pursuant to an Option Agreement (the "Westinghouse Option Agreement"),
dated August 11, 1998, between Mellon Bank, N.A., as Trustee under the
Westinghouse Electric Corporation Master Trust Agreement for the Westinghouse
Pension Plan ("Westinghouse") and Bay Harbour, Bay Harbour has the right to
acquire 300,000 shares of Tops Common Stock at a price of $4.00 per share
through August 5, 1999.
-8-
<PAGE>
- ----------------------- -------------------------
CUSIP No. 890910AB 13D Page 9 of 10 Pages
- ----------------------- -------------------------
Bay Harbour will appoint three members to the board of directors of
Tops effective on January 1, 1999, pursuant to its rights under the Conversion
Letter and Tops Purchase Agreement.
Bay Harbour has had discussions with Tops with respect to possible
additional investments by Bay Harbour in convertible debt securities or equity
securities of Tops; however, an agreement with respect to such investments has
not been reached.
-9-
<PAGE>
- ----------------------- -------------------------
CUSIP No. 890910AB 13D Page 10 of 10 Pages
- ----------------------- -------------------------
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated as of: December 14, 1998 TOWER INVESTMENT GROUP, INC.
By: /s/ Steven A. Van Dyke
-------------------------------
Name: Steven A. Van Dyke
Title: President
BAY HARBOUR MANAGEMENT, L.C.
By: /s/ Steven A. Van Dyke
-------------------------------
Name: Steven A. Van Dyke
Title: President
/s/ Steven A. Van Dyke
-------------------------------
STEVEN A. VAN DYKE
/s/ Douglas P. Teitelbaum
-------------------------------
DOUGLAS P. TEITELBAUM
-10-
