-----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, UYuTtY5B90yvouKi9IcUnyLINYMZ/oJ7Vo7o5VX4PyLijtNy+JUc5+OeYuLMPqPo Mil9HbCAWs847g7f/uIoIw== 0001017918-96-000010.txt : 19961106 0001017918-96-000010.hdr.sgml : 19961106 ACCESSION NUMBER: 0001017918-96-000010 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961105 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMART & FINAL INC/DE CENTRAL INDEX KEY: 0000875751 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 954079584 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41809 FILM NUMBER: 96654724 BUSINESS ADDRESS: STREET 1: 4700 S BOYLE AVE CITY: VERNON STATE: CA ZIP: 90058 BUSINESS PHONE: 2135849832 MAIL ADDRESS: STREET 1: 4700 S BOYLE AVE CITY: VERNON STATE: CA ZIP: 90058 FORMER COMPANY: FORMER CONFORMED NAME: SFI CORP /CA DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANCO INC CENTRAL INDEX KEY: 0001017918 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE, SUITE 2800 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127597700 MAIL ADDRESS: STREET 1: 450 PARK AVENUE SUITE 2800 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SCHEDULE 13D Page 1 of 7 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SMART & FINAL, INC ----------------------------------------------------- (Name of Issuer) COMMON STOCK ----------------------------------------------------- (Title of Class of Securities) 831683107 ----------------------------------------------------- (CUSIP Number) Linda S. Martinson, Esq. (212) 583-2000 767 Fifth Avenue, 24th Floor, New York, NY 10153 ----------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ----------------------------------------------------- (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 this statement [ ]. (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.) *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). SEC 1746 (12-91) Schedule 13D (continued) CUSIP No. 831683107 Page 2 of 7 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ronald Baron - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(C) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 318,000 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 2,563,295 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 318,000 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,563,295 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,881,295 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 3 of 7 Pages Item 1. Security and Issuer (a) Name of Issuer: Smart & Final, Inc. (b) Address of Issuer's Principal Executive Offices: 4700 South Boyle Avenue Vernon, CA 90058 (c) Title and Class of Securities: Common Stock Item 2. Identity and Background (a) Name: Ronald Baron (b) Business Address: 767 Fifth Avenue 24th Floor New York, NY 10153 (c) Present Principal Employment: President: Baron Capital Management, Inc., BAMCO, Inc., Baron Capital, Inc. 767 Fifth Avenue 24th Floor New York, NY 10153 (d) Record of Convictions: During the last five years, Ronald Baron has not been convicted in a criminal proceeding (excluding traffic violations or similiar misdemeanors.) (e) Record of Civil Proceedings: During the last five years, Ronald Baron was not a 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 judgment, decree or final order enjoining future violations of, or prohibiting or mandating such activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: Reporting Person is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration Reporting Person owns 18,000 shares of the issuer directly, paid for with cash for an aggregate purchase price of $261,661. As General Partner of Baron Capital Partners, L.P. ("BCP"), an investment partnership, he directed the purchase of 300,000 shares for the account of BCP for an aggregate purchase price of $4,787,554. Those shares were paid for by cash assets in BCP's account and by margin borrowings pursuant to the standard margin agreement of Spear, Leeds & Kellogg. An additional 2,165,700 shares were purchased for an aggregate purchase price of $41,355,235 for the accounts of two investment companies registered under the Investment Company Act of 1940, Baron Asset Fund and Baron Growth & Income Fund, (the "Baron Funds"), which are advised by BAMCO, Inc. ("BAMCO"), a registered investment adviser which is controlled by Ronald Baron. An additional 397,595 shares were purchased for an aggregate purchase price of $6,672,488 for the accounts of investment advisory clients of Baron Capital Management, Inc.("BCM") a registered Page 4 of 7 Pages investment adviser controlled by Ronald Baron. All of those shares were paid for by cash the assets in the accounts of the investment companies and advisory clients. Item 4. Purpose of Transaction The securities referred to herein were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Filing Person reserves the right to discuss management and other proposals with other persons. Item 5. Interest in Securities of the Issuer (a) Amount and percentage beneficially owned: Reporting Person: (i) 2,563,295 shares in his capacity as a controlling person of BAMCO and BCM. Reporting Person disclaims that he is the beneficial owner of these shares. (ii) 300,000 shares in his capacity as General Partner of BCP. (iii) 18,000 shares personally. (b) Number of shares as to which such person has: (i) sole power to vote or direct the vote: 318,000 (ii) shared power to vote or direct the vote: 2,563,295 (iii) sole power to dispose or to direct the disposition: 318,000 (iv) shared power to dispose or direct the disposition: 2,563,295 Reporting Person may be deemed to share power to vote and dispose of shares referred to herein as a result of his control of the investment advisers for whose advisory clients he is reporting. He may be deemed to have sole power to vote and direct the disposition of the shares referred to above to by reason of being a general partner of the Partnerships. (c) A schedule of transactions effected in the last sixty days is attached hereto. (d) Ownership of More than Five Percent on Behalf of Another Person: The investment advisory clients have the right to receive the dividends from, or the proceeds from the sale of the securities in their respective accounts. To the best of Reporting Person's knowledge, no person has such interest relating to more than 5% of the outstanding class of securities, except that Baron Asset Fund, owns 2,025,700 shares (9.2%). (e) Ownership of Less than Five Percent: Not applicable. Page 5 of 7 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer By virtue of their investment advisory agreements with their clients, BCM and BAMCO have been given the discretion to dispose or direct the dispostion of the securities in the advisory accounts. All such agreements are, however, revocable. The advisory agreements for the Baron Funds have been approved by their Board of Trustees. The agreements for the Baron Funds are filed as exhibit 99 to Form N1-A for Baron Asset Fund and are incorporated by reference herein. All the advisory agreements are pursuant to a standard form, a copy of which is filed herewith. Item 7. Material to be Filed as Exhibits Exhibit 99 - 60 days of trading. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 5, 1996 /s/ Ronald Baron _______________________________________ Ronald Baron EX-99 2 60-DAY TRANSACTION SCHEDULE Transaction Schedule From 09-04-96 To 11-04-96 Exec. Date Account ID Quantity Price - -------- ------------ ---------- --------- 10-29-96 baf 15,000 35.3750 10-29-96 bcm4 10,000 35.3750 10-29-96 bgi 5,000 35.3750 10-30-96 baf 10,000 35.3750 10-30-96 bcm4 5,000 35.3750 10-31-96 baf 10,000 35.8333 10-31-96 bgi 5,000 35.8333 -----END PRIVACY-ENHANCED MESSAGE-----