-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FljE8GNCwhnDg4ykYp4z4N3WAaP3Z6131doOgTQmudZOtYJJTJ9pmwg2nUNIHbtj SfVimuq79n7axB7wAgC2Ig== 0001029713-00-000011.txt : 20000331 0001029713-00-000011.hdr.sgml : 20000331 ACCESSION NUMBER: 0001029713-00-000011 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000330 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOODARAMA SUPERMARKETS INC CENTRAL INDEX KEY: 0000037914 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 210717108 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1102 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-32085 FILM NUMBER: 585013 BUSINESS ADDRESS: STREET 1: 922 HIGHWAY 33 STREET 2: BLDG 6 CITY: FREEHOLD STATE: NJ ZIP: 07728 BUSINESS PHONE: 732-462-4700 MAIL ADDRESS: STREET 1: 922 HIGHWAY 33 STREET 2: BLDG 6 CITY: FREEHOLD STATE: NJ ZIP: 07728 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DINGER CARL W III CENTRAL INDEX KEY: 0001029713 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 143468816 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 57D INVERRARY LANE CITY: SUGAR LAND STATE: TX ZIP: 77479 MAIL ADDRESS: STREET 1: 7 LAKE TRAIL WEST CITY: MORRISTOWN STATE: NJ ZIP: 07960 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___) FOODARAMA SUPERMARKETS INC. - ---------------------------------------------------------------- (Name of Issuer) COMMON STOCK - ---------------------------------------------------------------- (Title of class of securities) 344820105 - ---------------------------------------------------------------- (CUSIP Number) CARL WILLIAM DINGER III 7 LAKE TRAIL WEST MORRISTOWN, NJ 07960 (973)-408-9377 - ---------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) MARCH 20, 2000 - ---------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d- 1(e),240.13d-1(f) or 240.13d-1(g), check the following box: / /. Note: Schedules filed in paper format shall include a signed original and five copies of Schedule, including all exhibits. See 240.13d-7 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). CUSIP No. 344820105 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Carl W. Dinger III ###-##-#### Jeffrey E. Dinger ###-##-#### Carl W. Dinger, Jr. ###-##-#### Carousel Art Inc. 22-2459709 Ashley E. Dinger Trust 22-6710058 Caleigh N. Dinger Trust 22-6710059 Shelby C. Dinger Trust 22-6739944 (*individually and as trustee for three separates trusts for the benefit of Carl W. Dinger III's children) 2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (a) / X / (b) / / 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) PF, OO of each reporting person of the group 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION Carl W. Dinger III - USA Jeffrey E. Dinger - USA Carl W. Dinger, Jr. - USA Carousel Art Inc. - New Jersey Corporation NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON: 7. SOLE VOTING POWER 64,400 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 64,400 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: Carl W. Dinger III - 47,700 shares common Jeffrey E. Dinger - 10,400 shares common Carl W. Dinger, Jr. - 2,000 shares common Carousel Art Inc. - 3,000 shares common Ashley E. Dinger - 425 shares common Caleigh N. Dinger - 100 shares common Shelby C. Dinger - 775 shares common 12. CHECK IF THE AGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.76% 14. TYPE OF REPORTING PERSON IN, CO (all related) SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D The following constitutes the Schedule 13D filed by the undersigned ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock, $1.00 par value per share ("the shares"), of Foodarama Supermarkets Inc., (the "Issuer"). The principal offices of the issuer are at 922 Highway 33, Building 6, Suite 1, Freehold, NJ 07728. ITEM 2. IDENTITY AND BACKROUND a.) This statement has been filed jointly by Carl W. Dinger III, Jeffrey E. Dinger and Carl W. Dinger, Jr. ("reporting persons") whom are all related. Carl W. Dinger Jr. is the father of Carl W. Dinger III and Jeffrey E. Dinger. Carousel Art Inc. is an entity owned in trust for the benefit of Carl W. Dinger III and Jeffrey E. Dinger. The three listed beneficiaries of the trusts are the children of Carl W. Dinger III, with the trustees being Carl W. Dinger III, Jeffrey E. Dinger, and Brenda L. Dinger, wife of Carl W. Dinger III. b.) The principal address of each person or entity in the group is as follows: Carl W. Dinger III 7 Lake Trail West Morristown, NJ 07960 Jeffrey E. Dinger 4 Fox Hollow Road Morristown, NJ 07960 Carl W. Dinger, Jr, 55 Loantaka Lane North Morristown, NJ 07960 Carousel Art Inc. P.O. Box 150 Green Village, NJ 07935 c.) Present Principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; Carl W. Dinger III - Consultant/Officer of Carousel Art Inc. (address same as in (b.) Jeffrey E, Dinger - Investments/Officer of Carousel Art Inc. (address same as in (b.) Carl W. Dinger, Jr. - Retired/Officer Carousel Art Inc. (address same as in (b.) d.) No reporting person in the group has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). e.) None of the reporting persons in this group has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or State securities laws or finding any violation with respect to such laws. f.) Mr. Carl W. Dinger III, Mr. Jeffrey E. Dinger and Mr. Carl W. Dinger, Jr. are all citizens of the United States. Carousel Art Incorporated is incorporated in the State of New Jersey. ITEM 3. SOURCE AND AMOUNT OF FUNDS The source of funds of each of the reporting persons in the group are the personal funds of each individual and in two accounts, borrowings from investment brokerage accounts supported by several equity holdings. ITEM 4. PURPOSE OF THE TRANSACTION The reporting persons in the group have purchased the shares for investment purposes. The group believes the Issuer's shares are undervalued and believes management should consider taking steps to enhance shareholder value. Particularly, the group believes management should utilize the large free cash flow that is expected to be generated beginning in Fiscal 2002-2003, (upon completion of the store conversion program) to eliminate the remaining debt and repurchase common shares. The reporting persons of the group may buy or sell the Issuer's shares depending on market conditions. ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER As reported in the Issuer's 10Q for the quarter ending 1/29/2000, the issuer had 1,117,290 common shares outstanding. The reporting persons forming the group own an aggregate of 64,400 common shares representing 5.76% of the Issuer's shares outstanding. Each member of the reporting group owns shares individually as follows: Carl W. Dinger III 47,700 Jeffrey E. Dinger 10,400 Carl W. Dinger Jr. 2,000 Carousel Art Inc. 3,000 Ashley E. Dinger Trust* 425 Caleigh N. Dinger Trust* 100 Shelby C. Dinger Trust* 775 Total: 64,400 *Children of Carl W. Dinger III of which Carl W. Dinger III and Jeffrey E. Dinger and Brenda L. Dinger are trustees. b.) Each individual retains voting control over their respective holdings with the exception of the trusts. The trust shares are voted by the trustees, Carl W. Dinger III, Jeffrey E. Dinger and Brenda L. Dinger. c.) Transactions over that past sixty days are as follows, (all purchases): 1. Carl W. Dinger III: Date: Shares: Price: 12/31/99 1,800 $20.08 3/15/00 9,000 $21.84 3/17/00 900 $22.25 3/20/00 4,900 $23.23 3/22/00 2,000 $24.00 3/23/00 2,100 $23.00 2. Jeffrey E. Dinger: Date: Shares: Price: 12/31/99 10,600 $21.125 3. Ashley E. Dinger Trust Date: Shares: Price: 12/30/99 425 $21.13 4. Caleigh N. Dinger Trust Date: Shares: Price: 12/30/99 100 $21.55 5. Shelby C. Dinger Trust Date: Shares: Price: 12/30/99 775 $21.07 6. Carousel Art Inc. Date: Shares: Price: 12/29/99 3,000 $21.125 d.) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of the Common Stock. e.) Not applicable. ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Other than described herein, there are no contracts, arrangements or understandings among the Reporting Persons, or between the Reporting Persons and any other Person, with respect to the securities of the Issuer. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS There are no materials to be filed as exhibits. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the informationset forth in this statement is true, complete and correct. March 30, 2000 ______________________________________________________________ DATE _______________________________________________________________ SIGNATURE _______________________________________________________________ SIGNATURE _______________________________________________________________ SIGNATURE _______________________________________________________________ SIGNATURE -----END PRIVACY-ENHANCED MESSAGE-----