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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
SILVER DINER, INC.
________________________________________________________________________________
(Name of Issuer)
Common Stock, par value, $.00074
________________________________________________________________________________
(Title of Class of Securities)
827655 10 1
_______________________________________________________________
(CUSIP Number)
Ms. Catherine Britton Arnold Westerman, Esquire
8706 Brook Road Arent Fox Kintner Plotkin & Kahn, PLLC
McLean, Virginia 22102 1050 Connecticut Avenue, N.W.
(703)-442-8430 Washington, D.C. 20036-5339
(202)-857-6243
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 22, 1999
_______________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* 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
disclosures provided in a prior cover page.
The information required on 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.
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CUSIP NO. 827655 10 1
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Catherine Britton
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS(See Instructions)
4
BK
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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SOLE VOTING POWER 2,487,612
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER 0
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER 2,487,612
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER 0
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,083,975*
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(See Instructions)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
42.48%
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TYPE OF REPORTING PERSON (See Instructions)
14
IN
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* Pursuant to Rule 13d-5 of the Securities Exchange Act of 1934, the amount of
Common Shares reported in Item 11 includes the beneficial ownership of the
Common Shares owned by the Group referred to in Item 4 of Amendment No .3.
Ms. Britton disclaims beneficial ownership of 2,584,363 Common Shares reported
in Item 11 above. See -- Item 4 of Amendment No. 3.
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This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") is filed by
Catherine Britton 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 13D filed by Ms. Britton on April 16, 1997
(the "Statement"), Amendment No. 1 to Schedule 13D filed by Ms. Britton on
December 18, 1998 ("Amendment No. 1") and Amendment No. 2 to Schedule 13D filed
by Ms. Britton on January 28, 1999 ("Amendment No. 2"). All capitalized terms
used and not defined herein shall have the respective meanings ascribed to them
in Amendment No. 2.
Item 4. Purpose of Transaction
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The following is hereby added to and should be read together with the
disclosures made in Item 4 of Amendment No.2:
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)
------------------- ---------------------
<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,
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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 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
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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.
(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.
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Item 5. Interest in Securities of the Issuer.
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The following is hereby added to and should be read together with the
disclosures made in Item 5 of Amendment No. 2:
The formation of the Group is the event which required Ms. Britton to file
Amendment No. 1 and the acquisition of additional Common Shares by the Group is
the event which required Ms. Britton to file Amendment No. 2. As of February
22, 1999, the Group dissolved. The dissolution of the Group is the event which
required Ms. Britton to file this Amendment No. 3.
The members of the Group do not intend to acquire collectively additional
Common Shares. However, Ms. Britton 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 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 Ms. Britton participates in any additional transactions involving the Common
Shares, Ms. Britton, in her individual capacity or as a member of another group,
will report any such transactions, as required by all applicable securities laws
and regulations.
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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. 3 is true, complete
and correct.
Date: March 4, 1999 /s/ Catherine Britton
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Catherine Britton
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