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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Service Merchandise Company, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.50 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
817 587 108
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(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).
(Continued on following(s))
Page 1 of 5 Pages
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<TABLE>
<S> <C> <C>
13G/A
CUSIP No. 817 587 108 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Raymond Zimmerman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
N/A (b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES
6,692,023
BENEFICIALLY
6 SHARED VOTING POWER
OWNED BY
566,280
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
6,692,023
PERSON 8 SHARED DISPOSITIVE POWER
WITH
566,280
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,258,303
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
X
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3%
12 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 5 Pages
SCHEDULE 13G/A
<TABLE>
<CAPTION>
Description
-----------
<S> <C>
Item 1(a). Name of Issuer: Service Merchandise Company, Inc.
--------------
Item 1(b). Address of Issuer's 7100 Service Merchandise Drive
------------------- Brentwood, TN 37027
Principal Executive
-------------------
Offices:
-------
Item 2(a). Name of Person Filing: Raymond Zimmerman
---------------------
Item 2(b). Address of Principal 7100 Service Merchandise Drive
-------------------- Brentwood, TN 37027
Business Office:
---------------
Item 2(c). Citizenship: United States
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Item 2(d). Title of Class Common stock, par value $.50 per share
-------------- (the "Shares")
of Securities:
-------------
Item 2(e). CUSIP Number: 817 587 108
------------
Item 3. This statement is not filed pursuant to either Rule 13d-1(b) or Rule 13d-2(b).
Item 4. Ownership:
---------
This Schedule 13G/A is filed to reflect ownership as a percentage of total
number of outstanding shares as of December 31, 1995.
(a) Total Shares of Common Stock Beneficially Owned:
5,189,390 (1)(2)
1,502,633 (3)
566,280 (4)
-------
7,258,303
(b) Percent of Class: 7.3%
(c) Sole Voting Power: 6,692,023(5)
(d) Sharing Voting Power: 566,280
(e) Sole Power to Dispose: 6,692,023(5)
(f) Shared Power to Dispose: 566,280
</TABLE>
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Page 4 of 5 Pages
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(1) Includes currently exercisable options to purchase 661,875
Shares and 14,207 Shares held by the trustee under the Service
Merchandise Savings and Investment Plan. Does not include Shares
referred to in notes (3) or (4).
(2) In 1990, The Service Merchandise Foundation, a private
charitable foundation (the "Foundation"), was formed, and thereafter,
the Internal Revenue Service approved the Foundation's application
for tax-exempt status. As a charitable contribution, on October 15,
1990, the Company granted the Foundation an option to purchase
1,875,000 Shares at $2.20 per Share, the market price at that time.
The option is exercisable in whole or in part from the date of its
grant until October 15, 2000. Under applicable Internal Revenue
Service rulings, the stock option may not be exercised directly by
the Foundation. The Foundation may sell all or a part of the option
to other not-for-profit third parties which may then in turn exercise
the option directly. The Trustee of the Foundation is Raymond
Zimmerman, and the members of the Trust Committee (the "Committee")
administering the Foundation are Raymond Zimmerman, Harold Roitenberg
and Joel Gordon, who may be deemed to control the disposition of the
option by virtue of their power to decide to whom to sell such
options. Each of the members of the Committee disclaims beneficial
ownership of the Shares issuable upon exercises of the option, and
Shares subject to the option are not included in the indicated number
of Shares beneficially owned by Raymond Zimmerman.
(3) Represents 1,045,696 Shares owned of record by Raymond
Zimmerman as trustee for five nieces and 456,967 Shares as to which
Mr. Zimmerman is the trustee under the Will of Mary K. Zimmerman.
(4) Represents 405,000 Shares owned of record by the Raymond
Zimmerman Family Foundation and 161,280 Shares owned of record by the
Zimmerman Foundation.
(5) Includes currently exercisable options to purchase 661,875
Shares.
- --------------------
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.
Certain persons other than Raymond Zimmerman have the
right to receive and/or the power to direct the
receipt of dividends from, or the proceeds from the
sale of 2,068,913 Shares, but no such other person's
interest related to more than 5% of the Shares
outstanding as of December 31, 1995.
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Page 5 of 5 Pages
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:
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, I certify that the information set forth in this statement
is true, complete and correct as of this 9th day of February, 1996.
/s/ Raymond Zimmerman
----------------------------------
Raymond Zimmerman, Chairman of the
Board and Chief Executive Officer,
Service Merchandise Company, Inc.
