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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Silver Diner, Inc.
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(Name of Issuer)
Shares of Common Stock (par value $0.00074 per share)
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(Title of Class of Securities)
827655101
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(CUSIP Number)
February 22, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
SEC 1745 (03-98)
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CUSIP NO. 827655101
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NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Robert Pincus
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States of America
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SOLE VOTING POWER 39,655 Common Shares
5
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER 0
BENEFICIALLY 6
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER 39,655 Common Shares
7
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER 0
WITH 8
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
39,655 Common Shares
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)*
11
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
IN...................................................................
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* means less than 1%
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This Amendment No. 2 to Schedule 13G (this "Amendment No. 2") is filed by
Robert Pincus with respect to the common stock, par value $.00074 per share
("Common Shares"), of Silver Diner, Inc., a Delaware corporation (the "Issuer"),
and amends the Schedule 13G filed by Mr. Pincus on December 30, 1998 (the
"Statement") and the Amendment No. 1 filed by Mr. Pincus on January 28, 1999
("Amendment No. 1"). Any capitalized terms not otherwise defined in this
Amendment No. 2 shall have the respective meanings ascribed to them in Amendment
No. 1.
Item 8. Identification and Classification of Members of the Group
The following is hereby added to and should be read together with the
disclosures made in Item 8 of Amendment No.1:
On February 19, 1999, the Steiner Family Partnership acquired 1,559 Common
Shares for $1.27 per share. Mr. Steiner is a member of the Group and a director
of the Issuer and owns a 25% interest in and is the managing partner of the
Steiner Family Partnership. As a result of this acquisition and the
acquisitions of Common Shares reported on Amendment No.1, the Common Shares
which each member of the Group owns beneficially and of record is as follows:
<TABLE>
<CAPTION>
Group Member Common Shares (1)
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<S> <C>
Robert Giaimo 420,000 (2)(10)
Catherine Britton 2,499,612 (3)(10)
Charles Steiner 626,466 (4)(10)
Robert Pincus 39,655
William Rulon-Miller 7,915
George Mavrikes 52, 953 (5)(10)
Michael Collier 84,049 (6)(10)
Patrick Meskell 127,578 (7)(10)
Timothy Cusick 57,328 (8)(10)
Ype Von Hengst 247,498 (9)(10)
</TABLE>
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(1) Since there are no arrangements, agreements or understandings among the
members of the Group with respect to the voting or disposition of the
Common Shares acquired by any member of the Group, the business and
operations of the Issuer or the control of the Issuer, the number of
Common Shares set forth opposite the name of each Group member in the
above table does not include the Common Shares owned by each of the
other members of the Group.
(2) The 420,000 Common Shares owned by Mr. Giaimo beneficially and of
record include the following: (a) 300,000 Common Shares directly owned
by Mr. Giaimo; and (b) 120,000 Common Shares subject to options granted
to Mr. Giaimo under the Stock Option Plan. The 420,000 Common Shares
owned by Mr. Giaimo beneficially and of record do not include: (a)
478,334 Common Shares owned of record by four persons who were
principals of Food Trends Acquisition Corporation ("FTAC") prior to the
merger of FTAC with and into Silver Diner Development, Inc. ("SDDI")
(the "Merger"), which are subject to a voting agreement ("FTAC
Affiliate Voting and Lockup Agreement"); (b) 102,135 Common Shares
which are subject to a voting agreement and are owned of record by GKN
Securities Corp. and/or certain assignees thereof ("GKN Voting and
Lockup Agreement"); and (c) 555,005 Common Shares owned of record by
stockholders of the Issuer that are subject to voting agreements. The
voting rights described in clause (b) of the preceding sentence have
been granted to Mr. Giaimo pursuant to the GKN Voting and Lockup
Agreement provides that Mr. Giaimo has an irrevocable right to vote
such Common Shares with respect to all matters in which stockholder
approval is required under the Delaware General Corporation Law,
including, without limitation, voting such stockholders' Common Shares
in favor of nominees to the Board of Directors of the Issuer and for or
against any an all matters that may come before the Issuer's
stockholders for a vote. The proxy continues until the earlier of three
years after the consummation of the Merger or the sale of the Common
Shares by such stockholders to a non-affiliate in a bona fide
transaction for value. The voting rights described in clause (c) above
have been granted to Mr. Giaimo pursuant to the voting agreements that
grant to Mr. Giaimo an irrevocable right to vote with respect to all
matters in which stockholder approval is required under the Delaware
General Corporation Law, including, without limitation, voting such
stockholders' Common Shares in favor of nominees to the Board of
Directors of the Issuer and for or against any and all matters that may
come before the Issuer's stockholders for a vote. The
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appointment survives until the earliest of five years after the
consummation of the Merger, the public offering of Common Shares by the
Issuer from which the Issuer realizes $15 million or more, or the death
of the stockholder. The 420,000 Common Shares owned beneficially and of
record by Mr. Giaimo do not include any Common Shares owned by Ms.
Catherine Britton, Mr. Giaimo's spouse, or Common Shares issuable upon
the exercise of certain outstanding stock option agreements ("Options")
that will be subject to the terms of Voting and Lockup Agreements
between the holders of such Options and Mr. Giaimo. Mr. Giaimo
disclaims beneficial ownership of Common Shares beneficially owned by
Catherine Britton.
(3) Includes options for 12,000 Common Shares under the 1996 Non-Employee
Director Stock Option Plan. Also includes 20,003 Common Shares subject
to options granted to Mr. Clinton A. Clark by Mr. Robert T. Giaimo
pursuant to a stock option agreement between such parties, which
agreement was assigned by Mr. Giaimo to, and assumed by, Ms. Britton.
Does not include 420,000 Common Shares beneficially owned by Mr.
Giaimo, Ms. Britton's spouse, or the 1,135,474 Common Shares Mr. Giaimo
has the power under the voting agreements discussed in Note (2) above.
Ms. Britton disclaims beneficial ownership of the Common Shares
beneficially owned by Mr. Giaimo.
(4) Includes 559,466 Common Shares held of record by the Steiner Family
Partnership (the "Partnership"). Charles Steiner, a director of the
Issuer, owns a 25% interest in and is the managing partner of the
Partnership. In addition to the Common Shares Mr. Steiner owns
beneficially through his equity interest in the Partnership, Mr.
Steiner also owns beneficially (a) 50,000 Common Shares held by the
Branch Group, Inc. 401(k) Profit Sharing Plan (Mr. Steiner is sole
trustee of the Branch Group, Inc. 401(k) Profit Sharing Plan and one of
a number of beneficiaries thereof, holding an approximate 7% interest
in the plan); (b) 5,000 Common Shares subject to options granted to
Mr. Steiner under the 1991 Stock Option Plan; and (c) 12,000 Common
Shares subject to options granted to Mr. Steiner under the 1996 Non-
Employee Directors Stock Option Plan. By virtue of his position in the
Partnership, Mr. Steiner may be deemed to own beneficially all of the
Common Shares held of record by Partnership. Except to the extent of
his 25% interest in the Partnership, Mr. Steiner disclaims beneficial
ownership of the Common Shares held of record by the Partnership.
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(5) Includes options to purchase 33,336 Common Shares under the Second
Amended and Restated 1991 Stock Option Plan.
(6) Includes (a) options to purchase 26,069 Common Shares under the Second
Amended and Restated 1991 Stock Option Plan; and (b) options to
purchase 6,123 Common Shares under the 1991 Consultant Stock Option
Plan. 31,672 Common Shares owned by Mr. Collier are subject to the
terms of a voting agreement described in clause (e) of Note 2.
(7) Includes: (a) options to purchase 20,003 Common Shares under the
Earned Ownership Plan; (b) options to purchase 30,004 Common Shares
under the 1991 Stock Option Plan; and (c) options to purchase 30,000
Common Shares under the Stock Option Plan.
(8) Includes: (a) options to purchase 11,667 Common Shares under the 1991
Stock Option Plan; (b) options to purchase 3,849 Common Shares under
the Earned Ownership Plan; and (c) options to purchase 30,000 Common
Shares under the Stock Option Plan.
(9) Includes options to purchase 45,000 Common Shares under the Stock
Option Plan. 182,881 Common Shares owned by Mr. Hengst are subject to
the terms of a voting agreement described in clause (e) of Note 2.
(10) Unless otherwise stated in Notes 2 through 9 above, all references to
options are to options exercisable currently and within 60 days of
February 22, 1999.
Item 9. Notice of Dissolution of Group
The formation of the Group is the event which required Mr. Pincus to file
the Statement, and the acquisition of additional Common Shares by the Group is
the event which required Mr. Pincus to file Amendment No. 1. As of February 22,
1999, the Group dissolved. The dissolution of the Group is the event which
required Mr. Pincus to file this Amendment No. 2.
The members of the Group do not intend to acquire collectively additional
Common Shares. However, Mr. Pincus and each Group member reserve the right to
purchase additional Common Shares of the Issuer at any time in private or market
transactions depending on market
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conditions and such Group member's evaluation of the Issuer's business and
financial condition. Further, some or all of the members of the Group may form
other groups to purchase additional Common Shares. If Mr. Pincus participates in
any additional transactions involving the Common Shares, Mr. Pincus, in his
individual capacity or as a member of another group, will report any such
transactions, as required by all applicable securities laws and regulations.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 2 is true, complete
and correct.
Date: March 4, 1999
/s/ Robert Pincus
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Robert Pincus
