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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Service Merchandise Company, Inc.
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(Name of Issuer)
Common Stock, par value $.50 per share
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(Title of Class of Securities)
817 587 108
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(CUSIP Number)
*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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CUSIP No. 817 587 108 13G/A Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Raymond Zimmerman
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES 6,689,338
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 566,280
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 6,689,338
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PERSON 8 SHARED DISPOSITIVE POWER
WITH 566,280
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,255,618
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
X
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 5 Pages
SCHEDULE 13G/A
Description
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Item 1(a). Name of Issuer: Service Merchandise Company, Inc.
Item 1(b). Address of Issuer's 7100 Service Merchandise Drive
Principal Executive Brentwood, TN 37027
Offices:
Item 2(a). Name of Person Filing: Raymond Zimmerman
Item 2(b). Address of Principal 7100 Service Merchandise Drive
Business Office: Brentwood, TN 37027
Item 2(c). Citizenship: United States
Item 2(d). Title of Class Common stock, par value $.50 per
of Securities: share (the "Shares")
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, 1996.
(a) Total Shares of Common Stock Beneficially Owned:
5,186,705 (1)(2)
1,502,633 (3)
566,280 (4)
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7,255,618
(b) Percent of Class: 7.3%
(c) Sole Voting Power: 6,689,338(5)
(d) Sharing Voting Power: 566,280
(e) Sole Power to Dispose: 6,689,338(5)
(f) Shared Power to Dispose: 566,280
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Page 4 of 5 Pages
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(1) Includes currently exercisable options to purchase 691,875 Shares
and 16,261 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 691,875 Shares.
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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 2,068,943 Shares, but no such
other person's interest related to more than 5% of the Shares
outstanding as of December 31, 1996.
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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 11th day of February, 1997.
/s/ Raymond Zimmerman
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Raymond Zimmerman, Chairman of the
Board and Chief Executive Officer,
Service Merchandise Company, Inc.
