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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. 1)*
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)
January 13, 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 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.
SEC 1745 (03/98)
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CUSIP NO. 827655101
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
William Rulon-Miller
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
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5 SOLE VOTING POWER 7,915 Common Shares
NUMBER OF
SHARES -----------------------------------------------------------
6 SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER 7,915 Common Shares
REPORTING
PERSON -----------------------------------------------------------
8 SHARED DISPOSITIVE POWER 0
WITH
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,915 Common Shares
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)*
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
* means less than 1%
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This Amendment No. 1 to Schedule 13G (this "Amendment") is filed by William
Rulon-Miller 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 Mr. Rulon-Miller on January 19, 1999 (the
"Statement").
Item 4. Ownership
Item 4 of the Statement is hereby deleted in its entirety and is
amended as follows:
The information contained in Item 8 of this Amendment with
respect to Mr. Rulon-Miller's ownership of the Common Shares is
incorporated herein by reference.
Item 8. Identification and Classification of Members of the Group
Item 8 of the Statement is hereby deleted in its entirety and is amended as
follows:
Mr. Rulon-Miller is a principal of Janney Montgomery Scott Inc. and a
consultant to the Issuer and the record and beneficial owner of 7,915 Common
Shares representing less than one percent of the outstanding Common Shares, as
reported on the Issuer's Form 10-Q dated November 18, 1998 (the "Form 10-
Q").
Mr. Rulon-Miller is a member of a group referred to below (the "Group")
which intends to acquire Common Shares from time to time at prevailing rates
through open market transactions or block purchases on an ongoing basis,
depending on market conditions and subject to compliance with all applicable
securities laws and regulations. The other members of the Group are as follows:
Robert T. Giaimo, the President and Chairman of the Board of the Issuer,
Catherine Britton, a director of the Issuer and Mr. Giaimo's wife, Charles
Steiner, a director of the Issuer, Ype von Hengst, a director and Vice President
of the Issuer, Patrick Meskell, an officer of the Issuer, Michael Collier, the
President of Uniwest Construction, Inc. and a consultant to the Issuer, George
Mavrikes, a business advisor to the Issuer and Robert Pincus, the President and
Chief Executive Officer of Franklin National Bank, a lender to the Issuer.
The Group was formed at the behest of Mr. Giaimo. Mr. Giaimo and his wife,
believing that the Common Shares represented an investment opportunity,
identified blocks of Common Shares held by several institutions. Accordingly,
Mr. Giaimo contacted these institutions to ascertain whether the blocks he
identified were available for sale. Mr. Giaimo realized that neither he nor his
wife had sufficient funds to purchase all of the Common Shares held by such
institutions if they became available for sale. Thus, in the early part of
December, 1998, Mr. Giaimo asked several directors, officers and consultants of
the Issuer if they were potentially interested in participating in the
acquisition to the extent additional funds were needed.
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Although one institution was not interested in selling, Mr. Giaimo
continued his discussions with another institution, and on December 15, 1998,
this institution agreed to sell 750,000 Common Shares which were purchased by
Ms. Britton at $0.77 per share (the "Britton Shares"). Ms. Britton purchased
these Common Shares with funds made available from the parents of Mr. Giaimo.
No decision has been made as to whether these funds will be treated as a loan or
as a gift.
At approximately the same time, Mr. Giaimo asked the members of the Group
to join with him and his wife to acquire Common Shares either in blocks or in
over-the-counter open market purchases at prevailing prices on an ongoing basis.
Although the Group was formed at the behest of Mr. Giaimo, he does not intend
personally to participate in the acquisitions made by the Group. Likewise, Mr.
Steiner does not intend personally to participate in the acquisitions made by
the Group. Mr. Steiner owns a 25% interest in and is the managing partner of
the Steiner Family Partnership, which owns 557,907 Common Shares representing
approximately 4.82% of the outstanding Common Shares as reported on the Form 10-
Q. The Steiner Family Partnership will purchase Common Shares with available
funds.
The members of the Group agreed to invest collectively $552,500 (the "Group
Investment") to purchase Common Shares. The amount each member of the Group has
agreed to invest is as follows: the Steiner Family Partnership-- $187,500;
Catherine Britton-- $125,000; Patrick Meskell-- $60,000; Robert Pincus--
$50,000; George Mavrikes-- $25,000; Timothy Cusick-- $10,000; Ype Von Hengst--
25,000; Michael Collier-- $10,000; and William Rulon-Miller-- 10,000.
Notwithstanding the foregoing, each Group member reserves 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.
Mr. Steiner will use funds of the Steiner Family Partnership to purchase
Common Shares. Mr. Hengst will borrow on an unsecured basis his investment from
Mr. Giaimo and the balance from a national bank. Likewise, Mr. Cusick will
borrow on an unsecured basis half of the funds he plans to invest from Mr.
Giaimo and the balance from a national bank. As was the case with the purchase
of the Britton Shares, Ms. Britton will purchase Common Shares with funds made
available from the parents of Mr. Giaimo, and no decision has been made as to
whether these funds will be treated as an unsecured loan or as a gift. The
other members of the Group will use their personal funds to purchase Common
Shares.
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No time limit has been established for the completion of the Group's
acquisition of the Common Shares. The Group may discontinue its acquisition
strategy at any time. When the Group Investment has been exhausted, the Group's
existence will terminate immediately.
The formation of the Group is the event which required Mr. Rulon-Miller to
file the Statement. Rule 13d-5 of the Securities Exchange Act of 1934 (the
"Act") provides, in pertinent part, "When two or more persons agree to act
together for the purpose of acquiring, holding, voting or disposing of equity
securities of an issuer, the group formed thereby shall be deemed to have
acquired beneficial ownership, for purposes of Sections 13(d) and 13(g) of the
Act, as of the date of such agreement, of all equity securities of that issuer
beneficially owned by any such persons." The Group was formed for the purpose
of pooling funds to enable the members of the Group to acquire additional Common
Shares through open market transactions or block purchases. Each member of the
Group retains the sole and absolute power to vote or dispose of any Common
Shares acquired or held by such Group member, and 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. Any
Common Shares acquired by a Group member will he held in the account of such
Group member. Accordingly, no member of the Group is the beneficial owner of the
Common Shares owned by the other members of the Group, and the filing of the
Statement and this Amendment should not be construed as an admission that Mr.
Rulon-Miller is the beneficial owner of the Common Shares owned by the other
members of the Group.
Except as set forth in this Item 8, and except for plans or proposals of
the Issuer in which Mr. Rulon-Miller may participate in his capacity as a
consultant to the Issuer, neither Mr. Rulon-Miller nor, to his knowledge, any
other member of the Group have any plans or proposals which relate to or would
result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or of
any of its subsidiaries;
(d) Any change in the present Board or management of the Issuer, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the Board;
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(e) Any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter or bylaws or other actions which may
impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
On December 16, 1998, Mr. Rulon-Miller acquired 270 Common Shares,
reflecting his proportionate share of the 15,000 Common Shares purchased by the
Group members for $0.6875 per share. On December 22, 1998, Mr. Rulon-Miller
acquired 180 Common Shares, reflecting his proportionate share of the 10,000
Common Shares acquired by the Group for $0.8125 per share. On December 23,
1998, Mr. Rulon-Miller acquired 108 Common Shares, reflecting his proportionate
share of the 6,000 Common Shares acquired by the Group for $0.8750 per share.
On December 24, 1998, Mr. Rulon-Miller acquired 504 Common Shares, reflecting
its proportionate share of the 28,000 Common Shares acquired by the Group for
$0.7913 per share. On December 29, 1998, Mr. Rulon-Miller acquired 180 Common
Shares, reflecting his proportionate share of the 10,000 Common Shares acquired
by the Group for $0.7700 per share. On December 31, 1998, Mr. Rulon-Miller
acquired 180 Common Shares, reflecting his proportionate share of the 10,000
Common Shares acquired by the Group for $0.8125 per share. On January 13, 1998,
Mr. Rulon-Miller acquired 6,493 Common Shares, reflecting his portion of the
350,000 Common Shares acquired by the Group. As a result of these acquisitions
and the acquisition of the Britton Shares by Ms. Britton, the Common Shares
which each member of the Group owns beneficially and of record is as follows:
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<TABLE>
<CAPTION>
Group Member Common Shares (1)
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<S> <C>
Robert Giaimo 420,000 (2)(10)
Catherine Britton 2,501,612 (3)(10)
Charles Steiner 624,907 (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 127,577 (7)(10)
Timothy Cusick 57,328 (8)(10)
Ype Von Hengst 247,598 (9)(10)
</TABLE>
(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 Company 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
<PAGE>
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 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 557,907 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;
<PAGE>
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.
(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
January 20, 1999.
Other than as described in this Amendment, no transactions in Common Shares
were effected by Mr. Rulon-Miller during the sixty days prior to the date of
this Amendment.
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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.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment is true, complete and
correct.
Date: January 25, 1999
/s/ William Rulon-Miller
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William Rulon-Miller
