UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____7_____)*
SERVICE MERCHANDISE CO., INC.
(Name of Issuer)
COMMON STOCK, $0.50 PAR VALUE
(Title of Class of Securities)
817587108
(CUSIP Number)
Check the following box if a fee is being paid with this
statement.
(A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).
*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 the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of
the Securities Exchange Act of 1934 ("Act") 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).
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forstmann-Leff Associates Inc.
13-3131718
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
NUMBER OF
SHARES 3,179,748 shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 831,409 shares
PERSON 7 SOLE DISPOSITIVE POWER
WITH
4,310,963 shares
8 SHARED DISPOSITIVE POWER
1,717,200 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,080,725 shares (includes 52,562 shares as to which the
reporting person has voting but no dispositive power)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%
12 TYPE OF REPORTING PERSON*
IA, CO
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FLA Asset Management, Inc.
13-29256626
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 291,822 shares
PERSON 7 SOLE DISPOSITIVE POWER
WITH
None
8 SHARED DISPOSITIVE POWER
1,177,613 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,177,613 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.2%
12 TYPE OF REPORTING PERSON*
IA, CO
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stamford Advisers Corp.
13-3421430
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 539,587 shares
PERSON 7 SOLE DISPOSITIVE POWER
WITH
None
8 SHARED DISPOSITIVE POWER
539,587 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
539,587 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.5%
12 TYPE OF REPORTING PERSON*
IA, CO
Item 1(a) NAME OF ISSUER:
Service Merchandise Co., Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
7100 Service Merchandise Drive
Brentwood, TN 37027
Item 2(a) NAME OF PERSON FILING:
See Item 1 of the cover pages attached hereto
Item 2(b) Address of Principal Business Office, or
IF NONE, RESIDENCE:
55 East 52nd Street
New York, New York 10055
Item 2(c) CITIZENSHIP:
See Item 4 of the cover pages attached hereto
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.50
Item 2(e) CUSIP NUMBER:
817587108
Item 3 Forstmann-Leff Associates Inc., a New York
corporation, is a registered investment adviser
under Section 203 of the Investment Advisers Act of
1940 (the "Act"). FLA Asset Management, Inc.
is a registered investment adviser under the Act
and a subsidiary of Forstmann-Leff Associates Inc.
Stamford Advisers Corp. is a registered investment
adviser under the Act and a subsidiary of
Forstmann-Leff Associates Inc.
Item 4 OWNERSHIP:
(a) Amount beneficially owned:
See Item 9 of the cover pages attached hereto
(b) Percent of Class:
See Item 11 of the cover pages attached hereto
(c) See Items 5 through 8 of the cover pages
attached hereto
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:
Not Applicable
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
THE GROUP:
Not Applicable
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
Item 10 CERTIFICATION:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were acquired in the ordinary course of
business and were not acquired for the purpose of
and do not have the effect of changing or
influencing the control of the issuer of such
securities and were not acquired in connection with
or as a participant in any transaction having such
purposes or effect.
SIGNATURES
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.
January 12, 1994
FORSTMANN-LEFF ASSOCIATES INC.
By: /s/ Peter A. Lusk
Peter A. Lusk
Chief Operating Officer
FLA ASSET MANAGEMENT, INC.
By: /s/ Peter A. Lusk
Peter A. Lusk
Executive Vice President
and Chief Operating Officer
STAMFORD ADVISERS CORP.
By: /s/ Peter A. Lusk
Peter A. Lusk
Vice President/Secretary
Exhibit A
AGREEMENT
The undersigned, Forstmann-Leff Associates Inc., FLA Asset
Management, Inc. and Stamford Advisers Corp., agree that the
statement to which this exhibit is appended is filed on behalf
of each of them.
January 12, 1994
FORSTMANN-LEFF ASSOCIATES
INC.
By: /s/ Peter A. Lusk
Peter A. Lusk
Chief Operating Officer
FLA ASSET MANAGEMENT, INC.
By: /s/ Peter A. Lusk
Peter A. Lusk
Executive Vice President
and Chief Operating Officer
STAMFORD ADVISERS CORP.
By: /s/ Peter A. Lusk
Peter A. Lusk
Vice President/Secretary
Fulbright & Jaworski
L.L.P.
A Registered Limited Liability Partnership
666 Fifth Avenue
New York, New York 10103
telephone: 212/318-3000
facsimile: 212/752-5958
writer's direct dial number:
212/318-3382
January 26, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, D.C. 20549
Re: Reports on Schedule 13G
Ladies and Gentlemen:
Attached are conformed copies of two reports on Schedule
13G which are being filed on behalf of Forstmann-Leff Associates
Inc. and FLA Asset Management, Inc. to report these entities'
beneficial ownership of Common Stock of the following companies
as of December 31, 1993:
Company Document Filed
Service Merchandise Co., Inc. Amendment No. 7
Atwood Oceanics, Inc. Amendment No. 4
These reports are also being transmitted to the
Securities and Exchange Commission pursuant to EDGAR. Copies of
these reports are being sent to the companies and, in the case of
Service Merchandise Co., Inc., are being filed with the New York
Stock Exchange, Inc.
Please acknowledge receipt of the enclosed by stamping
the accompanying duplicate copy of this letter and returning it
to the undersigned in the enclosed self-addressed stamped
envelope.
Very truly yours,
Mara H. Rogers
MHR/gr
Enclosures
cc: Mr. Daniel Yu
