JERRYS FAMOUS DELI INC
SC 13G, 1998-02-12
EATING PLACES
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                               (Amendment No.____)

                            Jerry's Famous Deli, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                           Common Stock, no par value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                     476523
                                 --------------
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement. [X]

(A fee is not required only if the filing 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).


                                  Page 1 of 11
<PAGE>   2
CUSIP:  476523

1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Isaac Starkman

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                   (a)  [X]

                                                                   (b)  [ ]
3.  SEC USE ONLY


4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    United States


- ------------                  5.       SOLE VOTING POWER
NUMBER OF
                                       0
SHARES

BENEFICIALLY                  6.       SHARED VOTING POWER

OWNED BY                               6,460,000(1)

EACH                          7.       SOLE DISPOSITIVE POWER

REPORTING                              0

PERSON                        8.       SHARED DISPOSITIVE POWER

WITH                                   6,460,000(1)


- ----------

        (1) Includes 6,335,000 shares held in the Starkman Family Trust dated
July 27, 1992, a revocable trust of which Isaac Starkman and his wife, Carolyn
Starkman, are the Co-Trustees, and stock options for 125,000 shares held by 
Isaac Starkman.


                                  Page 2 of 11
<PAGE>   3
CUSIP:  476523

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    6,460,000(2)

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES  [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    45.1%

12. TYPE OF REPORTING PERSON

    IN

- ----------

        (2) Includes 6,335,000 shares held in the Starkman Family Trust, dated
July 27, 1992, a revocable trust of which Isaac Starkman and his wife, Carolyn
Starkman, are the Co-Trustees, and stock options for 125,000 shares held by
Isaac Starkman.


                                  Page 3 of 11
<PAGE>   4
CUSIP:  476523

1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Carolyn Starkman

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                            (a)  [X]

                                                            (b)  [ ]
3.  SEC USE ONLY


4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    United States

- --------------                5.       SOLE VOTING POWER
NUMBER OF
                                       -0-
SHARES

BENEFICIALLY                  6.       SHARED VOTING POWER

OWNED BY                               6,460,000(3)

EACH                          7.       SOLE DISPOSITIVE POWER

REPORTING                              -0-

PERSON                        8.       SHARED DISPOSITIVE POWER

WITH                                   6,460,000(3)


- ----------

        (3) Includes 6,335,000 shares held in the Starkman Family Trust dated
July 27, 1992, a revocable trust of which Isaac Starkman and his wife, Carolyn
Starkman, are the Co-Trustees, and stock options for 125,000 shares held by
Isaac Starkman.


                                  Page 4 of 11
<PAGE>   5
CUSIP:  476523

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    6,460,000(4)

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES  [ ]


11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    45.1%

12. TYPE OF REPORTING PERSON

    IN

- ----------

        (4) Includes 6,335,000 shares held in the Starkman Family Trust, dated
July 27, 1992, a revocable trust of which Isaac Starkman and his wife, Carolyn
Starkman, are the Co-Trustees, and stock options for 125,000 shares held by
Isaac Starkman.


                                  Page 5 of 11
<PAGE>   6
CUSIP:  476523

1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    The Starkman Family Trust dated July 27, 1992

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                            (a)  [X]

                                                            (b)  [ ]
3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    United States

- --------------                5.       SOLE VOTING POWER
NUMBER OF
                                       -0-
SHARES

BENEFICIALLY                  6.       SHARED VOTING POWER

OWNED BY                               6,460,000(5)

EACH                          7.       SOLE DISPOSITIVE POWER

REPORTING                              -0-

PERSON                        8.       SHARED DISPOSITIVE POWER

WITH                                   6,460,000(5)


- ----------

        (5) Includes 6,335,000 shares held in the Starkman Family Trust dated
July 27, 1992, a revocable trust of which Isaac Starkman and his wife, Carolyn
Starkman, are the Co-Trustees, and stock options for 125,000 shares held by
Isaac Starkman.


                                  Page 6 of 11
<PAGE>   7
CUSIP:  476523

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    6,460,000(6)

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES  [ ]


11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    45.1%

12. TYPE OF REPORTING PERSON

    OO

- ----------

        (6) Includes 6,335,000 shares held in the Starkman Family Trust, dated
July 27, 1992, a revocable trust of which Isaac Starkman and his wife, Carolyn
Starkman, are the Co-Trustees, and stock options for 125,000 shares held by
Isaac Starkman.


                                  Page 7 of 11
<PAGE>   8
CUSIP:  476523


ITEM 1.

(a) Jerry's Famous Deli, Inc.
(b) 12711 Ventura Boulevard
    Suite 400
    Studio City, CA 91604

ITEM 2.

(a) Isaac Starkman, Carolyn Starkman, The Starkman Family
    Trust
(b) 12711 Ventura Boulevard, Suite 400, Studio City CA 91604
(c) U.S.A.
(d) Common Stock
(e) 476523

ITEM 3.

    Not applicable.

ITEM 4.  Ownership.

(a) Amount Beneficially owned:  6,460,000(7)
(b) Percent of Class:  45.1%
(c) Number of shares as to which undersigned has:

    (i)   Sole power to vote or direct the vote:  0
    (ii)  Shared power to vote or direct the vote:  6,460,000(7)
    (iii) Sole power to dispose or to direct the disposition:  0
    (iv)  Shared power to dispose or to direct the disposition:  6,460,000(7)


- ----------

        (7) Includes 6,335,000 shares which are held by the Starkman Family
Trust, dated July 27, 1992, a revocable trust of which Isaac Starkman and his
wife, Carolyn Starkman are the Co- Trustees, and 125,000 shares issuable under
options to Isaac Starkman. 



                                  Page 8 of 11
<PAGE>   9
CUSIP:  476523

ITEM 5.  Ownership of Five Percent or Less of a Class.

    If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: [ ]

ITEM 6.  Ownership of More than Five Percent on Behalf of Another
Person.

    Not applicable.

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.


                                  Page 9 of 11
<PAGE>   10
CUSIP:  476523


                                    SIGNATURE

    After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.


Dated:  February 11, 1998             /s/ISAAC STARKMAN
                                      Isaac Starkman, individually


                                      /s/CAROLYN STARKMAN
                                      Carolyn Starkman, individually


                                      THE STARKMAN FAMILY TRUST dated
                                      July 27, 1992


                                      /s/ISAAC STARKMAN
                                      Isaac Starkman as Co-Trustee


                                      /s/CAROLYN STARKMAN
                                      Carolyn Starkman as Co-Trustee


                                  Page 10 of 11
<PAGE>   11
CUSIP:  476523

                                  EXHIBIT A TO

                                  SCHEDULE 13G


        The undersigned hereby agree that the attached Schedule 13G shall be
filed with the Securities and Exchange Commission on behalf of each of the
undersigned.




Dated: February 11, 1998              /s/ISAAC STARKMAN
                                      Isaac Starkman


                                      /s/CAROLYN STARKMAN
                                      Carolyn Starkman


                                      THE STARKMAN FAMILY TRUST dated July
                                      27, 1992


                                      /s/ISAAC STARKMAN
                                      Isaac Starkman as Co-Trustee


                                      /s/CAROLYN STARKMAN
                                      Carolyn Starkman as Co-Trustee


                                  Page 11 of 11


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