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): August 17, 1999
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 5 pages
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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
The Registrant has obtained information regarding the
ownership of its shares which affects its common shares
available in the market. Attached as Exhibit A is a revised
Beneficial Stock Ownership table reflecting the change in the
information since the Registrant's 1998 Proxy Statement. This
supersedes the Registrant's 8-K dated August 2, 1999.
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
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(c) Exhibits
A. Beneficial Ownership Table.
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/ Thomas L. Zambelli
----------------------------------------
THOMAS L. ZAMBELLI
Executive Vice President
Dated: September 17, 1999
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EXHIBIT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of August 17, 1999, the name and
number of shares of Common Stock held by each person known to the Company to own
beneficially more than five percent (5%) of the Company's Stock and the number
of shares owned by each director of the Company, the Company's Chief Executive
Officer and its other two most highly compensated executive officers, and all
directors and executive officers as a group. Each of the following has an
address c/o Tops Appliance City, Inc., 45 Brunswick Avenue, CN-14, Edison, New
Jersey 08818, except those noted separately in the following table. All shares
are owned directly by the named person, unless otherwise noted. As of August 17,
1999, 15,334,102 shares were outstanding.
Number of Percent
Name Shares Owned of Class
Richard L. Jones 110,000 (a) 0.7%
Thomas L. Zambelli 69,000 (b) 0.4%
Michael J. Straub 22,703 (c) 0.1%
Robert G. Gross 303,079 (d) 1.9%
Anthony L. Formica 10,334 (e) -
John H. Hollands 10,834 (e)(f) -
Douglas P. Teitelbaum 7,620,764 (g) 49.7%
c/o Bay Harbour Management, LC
885 Third Avenue
New York, NY 10022
Steven A. Van Dyke 7,625,764 (g)(h) 49.7%
c/o Bay Harbour Management, LC
885 Third Avenue
New York, NY 10022
Walter A. Jones - -
c/o Mahoney Cohen & Company, P.C.
111 West 40th Street
New York, NY 10018
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Bay Harbour Management, LC 7,620,764 (i) 49.7%
885 Third Avenue
New York, NY 10022
Westinghouse Pension Plan 2,223,438 14.5%
11 Stanwix Street
Pittsburgh, PA 15222
Leslie S. Turchin 1,332,459 8.7%
536 Coconut Isle
Fort Lauderdale, FL 33301
Robert D. Carl III 709,935 4.6%
83 Dunwoody Place, Ste. 209
Atlanta, GA 30350
All Officers and Directors as a
Group (14 persons) 601,862 (j) 3.8%
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(a) Includes 90,000 shares which can be acquired pursuant to the exercise of
vested stock options.
(b) Includes 65,000 shares which can be acquired pursuant to the exercise of
vested stock options.
(c) Includes 18,868 shares which can be acquired pursuant to the exercise of
vested stock options.
(d) Includes 283,333 shares which can be acquired pursuant to the exercise of
vested stock options.
(e) Includes 8,334 shares which can be acquired pursuant to the exercise of
vested stock options.
(f) Includes 2,500 shares owned by Helen Hollands, John H. Hollands' wife.
(g) Includes 7,620,764 shares beneficially owned through Bay Harbour Management,
L.C. Voting power of such shares is reported as being shared by Messrs.
Teitelbaum and Van Dyke.
(h) Includes 5,000 shares owned jointly by Mr. and Mrs. Van Dyke.
(i) Voting power of these shares is reported as being shared by Messrs.
Teitelbaum and Van Dyke.
(j) Includes 541,737 shares which can be acquired pursuant to the exercise of
vested stock options.
