UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.2)*
HARRY FARMERS MARKET
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
415863109
(CUSIP Number)
*The remainder of this cover 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).
<PAGE>
Cusip No. 415863109 13G Page 2 of 3 Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT FLEMING INC.
13-3298866
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
Joint filing pursuant to Rule 13d-1 (f) (1) See Item 2 (b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 6. SHARED VOTING POWER *See Attached
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING PERSON
WITH 8. SHARED DISPOSITIVE POWER *See Attached
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
*See Attached
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
*See Attached
12. TYPE OF REPORTING PERSON*
IA
<PAGE>
Cusip No. 415863109 13G Page 3 of 3 Pages
Schedule 13G Additional Information
Item #
1. (a) Name of Issuer:
HARRY FARMERS MARKET
(b) Address of Issuer's Principal Executive Offices:
1180 UPPER HEMBREE ROAD
ROSWELL, GA 30076
2. (a) Name of Person Filing:
ROBERT FLEMING INC.
(b) Address of Principal Business Office for Each of the Above:
320 Park Avenue, 11th Floor
New York, NY 10022
(c) Citizenship:
DELAWARE CORPORATION
(d) Title of Class of Securities:
(e) CUSIP Number:
415863109
3. This statement is filed pursuant to Rule 13d-1(b), or 13d-2(b). The
person filing is a:
IA
4. Ownership:
(a) Amount Beneficially Owned as of December 31, 1997: * See attached
(b) Percent of Class: * See attached
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote NONE
(ii) shared power to vote or to direct the vote * See attached
(iii) sole power to dispose or to direct the disposition of NONE
(iv) shared power to dispose or to direct the disposition of *See
Attached
5. Ownership of Five Percent or Less of a Class:
N/A
6. Ownership of More than Five Percent on Behalf of Another Person:
N/A
7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
N/A
8. Identification and Classification of Members of the Group:
N/A
9. Notice of Dissolution of Group:
N/A
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 purpose or effect.
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: February 19, 1998
Signature: By /s/ Jonathan K. Simon
Jonathan K. Simon
Director - Robert Fleming, Inc.
President - Fleming Capital Management, Division of RFI
*ADDENDUM TO 13G FOR HARRY'S FARMERS MARKET
-------------------------------------------
Robert Fleming Inc. holds potentially 24% of share capital based upon:
(A+B+C+D) / (A+B+C+E)=24%
Where:
A represents 888,888 convertible preferred held as at 12/31/96
B represents 300,000 market warrants held as at 12/31/96
C represents 44,444 performance warrants held as at 12/31/96
D represents 50,000 common shares held as at 12/31/96
E represents share capital as at 12/31/96 of 4,132,000
