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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)(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)572-600
MAY 8, 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 3 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 4 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
Not Applicable
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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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AMENDMENT NO. 1 TO SCHEDULE 13D
The Schedule 13D of Robert D. Carl, III, dated March 31, 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 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
On May 8, 1998, Mr. Carl and the Issuer entered into a Conversion
Agreement (the "Conversion Agreement") pursuant to which the Issuer agreed to
permit Mr. Carl to convert, and Mr. Carl agreed to convert, the New Debentures
into Shares immediately following the receipt of approval of the conversion by
the Board of Directors and common stockholders of the Issuer. Pursuant to the
Conversion Agreement, the Issuer will pay to Mr. Carl all accrued and unpaid
interest with respect to $750,000 in principal amount of the New Debentures
which were so converted. In addition, and 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, the Issuer also has 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 the conversion
thereof to become effective.
Item 7. Material to be Filed as Exhibits
99.1 Conversion Agreement dated as of May 8, 1998 between Tops
Appliance City, Inc. and Robert D. Carl, III
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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: 05/20/98
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/s/ ROBERT D. CARL, III
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Robert D. Carl, III
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Conversion Agreement dated as of May 8, 1998 between Tops
Appliance City, Inc. and Robert D. Carl, III
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EXHIBIT 99.1
CONVERSION AGREEMENT
THIS CONVERSION AGREEMENT, dated the 8th day of May, 1998, by and
between Tops Appliance City, Inc., a New Jersey corporation having an address at
45 Brunswick Avenue, CN 14, Edison, New Jersey 08818 ("Tops"), and Robert D.
Carl, III, a resident of the State of Tennessee having an address at 8300
Dunwoody Place, Suite 209, Atlanta, Georgia 30350 ("Holder").
WHEREAS, Tops issued certain 6-1/2% Convertible Subordinated Debentures
due 2003 (the "Debentures") pursuant to a Debenture Exchange Agreement, dated as
of August 20, 1997, between Tops and BEA Associates, a New York partnership (the
"Exchange Agreement"); and
WHEREAS, Holder is the beneficial owner of $1,500,000 in principal of
the Debentures; and
WHEREAS, the Debentures may, at the option of the Holder, be converted
into common stock of Tops (the "Common Stock") at a conversion price of $1.75
per share (the "Conversion Price") after February 28, 1999; and
WHEREAS, Tops has agreed to permit Holder to convert the Debentures
into Common Stock at the Conversion Price in accordance with the terms and
conditions of this Agreement; and
WHEREAS, Holder has agreed to convert the Debentures into Common Stock
at the Conversion Price in accordance with the terms and conditions of this
Agreement;
NOW THEREFORE, intending to be legally bound, and in exchange for good
and valuable consideration the sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. At the time set forth in Paragraph 2 hereof, Holder agrees to
convert (the "Conversion") $1,500,000 in principal of the Debentures into Common
Stock at the Conversion Price with the debt represented by the Debentures being
cancelled, subject to Paragraph 2 hereof.
2. Holder's and Tops' obligation in Paragraph 1 hereof are subject to
the approval by both the Board of Directors and common stockholders of Tops of
the conversion of all or any part of the Debentures into Common Stock. The
Conversion shall occur immediately following the receipt of all approvals as
provided in this Paragraph without further action being required by Holder or
Tops, and upon the Conversion, Holder agrees immediately to return to Tops the
certificate(s) respecting the Debentures held by Holder, duly endorsed to Tops
for transfer.
3. Upon the Conversion, Tops shall immediately pay to Holder all
accrued and unpaid interest respecting one-half (1/2) or Seven Hundred Fifty
Thousand ($750,000) in principal amount of the Debentures which were so
converted. In addition, and as consideration to Holder
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for agreeing to convert the Debentures as provided herein, (i) on August 31,
1998, Tops shall pay to Holder an amount equal to Twenty-Four Thousand Three
Hundred Seventy-Five ($24,375) Dollars and (ii) on February 28,1999, Tops shall
pay to Holder an amount equal to Twenty-Four Thousand Three Hundred Seventy-Five
($24,375) Dollars.
4. Tops acknowledges that it caused a registration statement on Form
S-3 to be filed with the Securities and Exchange Commission on or about January
14, 1998 to register the Debentures and the common stock of Tops issuable upon
conversion of the Debentures under the Securities Act of 1933, as amended (the
"Act"). Tops agrees to hereafter use its best efforts to cause such registration
statement to become effective under the Act such the Common Stock shall be
registered.
5. Tops hereby represents to Holder that this Agreement constitutes the
legal and binding obligations of Tops, enforceable against Tops in accordance
with its terms.
6. Holder represents to Tops that: (i) this Agreement constitutes the
binding obligation of Holder, enforceable against Holder in accordance with its
terms; and (ii) Holder is the lawful and beneficial owner to the Debentures free
and clear of any lien, security interest, pledge, or other encumbrance with full
and complete right to convert the Debentures as provided herein.
7. This Agreement constitutes the entire agreement between Tops and
Holder relating to the subject matter hereof, shall be binding upon the inure to
the benefit of the parties hereto and their respective successors and assigns,
may be amended only in writing signed by the parties hereto, and shall be
governed by the laws of the State of New Jersey, excluding the conflict of law
provisions of such state.
IN WITNESS WHEREOF, this Agreement has been executed and delivered as
of the date first above written.
TOPS APPLIANCE CITY, INC.
By: /s/ Robert Gross
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ROBERT GROSS
Chief Executive Officer
/s/ Robert D. Carl III
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ROBERT D. CARL, III
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