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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. )(1)
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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)572-600
MARCH 31, 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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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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Item 1. Security and Issuer
The class of equity securities to which this statement on Schedule 13D
(the "Statement") relates is the shares of Common Stock, no par value (the
"Shares"), of Tops Appliance City, Inc. (the "Issuer"). The principal executive
offices of the Issuer are located at 45 Brunswick Avenue, Edison, New Jersey,
08818.
Item 2. Identity and Background
(a) This Statement is being filed by Robert D. Carl, III.
(b) Mr. Carl's principal business address is 8300 Dunwoody Place,
Suite 209, Atlanta, Georgia 30350.
(c) Mr. Carl is a private investor.
(d) During the last five years, Mr. Carl has not been convicted in
a criminal proceeding (excluding traffic violations and
similar misdemeanors) nor has he been, with the exception
noted below, a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree, or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws. Mr.
Carl, without admitting or denying allegations that he
violated Section 16(a) of the Securities Exchange Act of 1934
("Exchange Act") and Rules16a-2 and 16a-3, and former Rule
16a-1, promulgated thereunder, in January 1996 consented to
the issuance of an Order Instituting Cease and Desist
Proceedings pursuant to Section 21C of the Exchange Act and
the issuance of an order that he cease and desist from
committing or causing any violation of, and committing or
causing any future violation of, Section 16(a) of the Exchange
Act and Rules 16a-2 and16a-3 promulgated thereunder.
Simultaneously with the entry of the order, the Securities and
Exchange Commission filed a civil action pursuant to Section
21(d)(3) of the Exchange Act in the U.S. District Court for
the District of Columbia seeking a $10,000 civil penalty
against Mr. Carl based on violations of Section 16(a) of the
Exchange Act. Mr. Carl consented to the entry of a Final
Judgment imposing the penalty without admitting or denying the
allegations of the Securities and Exchange Commission's
complaint.
(e) Mr. Carl is a citizen of the United States of America.
Item 3. Source and Amount of Funds and Other Consideration
The 914,999 Shares reported as beneficially owned by Mr. Carl consist
of (i) 34,800 shares held outright, (ii) 23,056.2 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, and (iii) 857,142.8 Shares that Mr. Carl
may acquire upon the exercise of $1,500,000 aggregate principal amount of 6.5%
Subordinated Convertible Debentures (New) due November 30, 2003 of the Issuer
(the "New Debentures") held by him. The amount of funds used to purchase the
Shares, Original Debentures and the New Debentures held by Mr. Carl, net of
proceeds from sales of Shares (see Item 5 below), was $1,579,861.30.
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Mr. Carl used personal funds to purchase such securities.
Item 4. Purpose of Transaction
Mr. Carl acquired the Shares, the Original Debentures and the New
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;
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. 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 and New Debentures held by him),
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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) The following sets forth information concerning transactions in
the Shares, Original Debentures and New Debentures effected by Mr.
Carl during the last 60 days:
<TABLE>
<CAPTION>
Date of Number or Principal Price Per Share or $100
Transaction Type of Transaction Type of Securities Amount Principal Amount
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<S> <C> <C> <C> <C>
2/27/98 Open Market Purchase Shares 2,000 $ 1.16
2/27/98 Open Market Purchase Original Debentures $ 173,000 $ 45.00
3/2/98 Open Market Purchase Shares 9,000 $ 1.12
3/3/98 Open Market Purchase Shares 10,000 $ 1.19
3/6/98 Open Market Purchase Shares 4,000 $ 1.22
3/11/98 Open Market Sale Shares 10,000 $ 1.37
3/13/98 Open Market Purchase New Debentures $ 500,000 $ 79.50
3/25/98 Open Market Sale Shares 3,000 $ 2.06
3/27/98 Open Market Sale Shares 8,200 $ 2.03
3/30/98 Open Market Purchase Original Debentures $ 340,000 $ 54.50
3/31/98 Open Market Purchase New Debentures $1,000,000 $ 87.50
</TABLE>
The above table does not include the open market purchase by Mary Ann
Carl, Mr. Carl's mother, of 200 Shares at a per share price of $1.50, effected
on 3/18/98. Mr. Carl disclaims beneficial ownership of such Shares.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Mr. Carl does not have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Issuer, including but not limited to any contracts,
arrangements, understandings or relationships concerning the transfer or voting
of such securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or the
giving or withholding of proxies.
Item 7. Material to be filed as Exhibits
None.
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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: April 2, 1998
/s/ ROBERT D. CARL, III
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Robert D. Carl, III
