-----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, RjEfhLX2QDb25oO6YNMnKWvDeqdc6KFvoPDEo4TCRW435RtbHd8kT6AaZwbZSknC ce8NzMf91oabW9kTBN/xNg== 0001017918-96-000024.txt : 19961218 0001017918-96-000024.hdr.sgml : 19961218 ACCESSION NUMBER: 0001017918-96-000024 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961217 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41809 FILM NUMBER: 96681945 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: [] IRS NUMBER: 133390015 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 767 PARK AVE STREET 2: 24TH FL CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125832000 MAIL ADDRESS: STREET 1: 767 PARK AVE STREET 2: 24TH FL CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 SCHEDULE 13D, AMENDMENT NUMBER 2 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.2)* 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) December 11, 1996 ----------------------------------------------------- (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, Amendment No. 2 (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 2,808,595 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 318,000 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,808,595 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,126,595 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3% - -------------------------------------------------------------------------------- 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: No material change. (e) Record of Civil Proceedings: No material change. (f) Citizenship: No material change. 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 2,281,000 shares were purchased for an aggregate purchase price of $43,915,036 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 527,595 shares were purchased for an aggregate purchase price of $9,481,344 for the accounts of investment advisory clients of Baron Capital Management, Inc.("BCM") a registered 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. Page 4 of 7 Pages Item 4. Purpose of Transaction No material change. Item 5. Interest in Securities of the Issuer (a) Amount and percentage beneficially owned: Reporting Person: (i) 2,808,595 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: 2,808,595 (iii) sole power to dispose or to direct the disposition: 318,000 (iv) shared power to dispose or direct the disposition: 2,808,595 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 forty-one 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 2,135,000 shares (9.7%). (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 No material change. Item 7. Material to be Filed as Exhibits Exhibit 99 - 41 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: December 17, 1996 /s/ Ronald Baron _______________________________________ Ronald Baron EX-99 2 41-DAY TRANSACTION SCHEDULE Transaction Schedule From 11-05-96 To 12-16-96 Acct Exec. Date ID Atvy Qty Price - -------- ---- ---- ----- --------- 11-06-96 baf by 1,300 23.6058 11-07-96 baf by 500 23.5000 11-11-96 baf by 500 23.5250 11-14-96 baf by 29,000 23.0000 11-15-96 baf by 3,800 22.9211 11-18-96 baf by 4,200 22.8750 11-19-96 baf by 600 22.7500 11-20-96 baf by 3,400 23.0000 11-26-96 baf by 11,000 21.8455 11-26-96 bcm4 by 4,000 22.2500 11-27-96 baf by 4,000 21.8625 11-29-96 baf by 1,300 21.6250 11-29-96 baf by 6,000 21.7500 12-02-96 bcm4 by 200 21.3750 12-02-96 bcm4 by 23,100 21.6250 12-03-96 bcm4 by 2,000 21.5000 12-03-96 bcm4 by 8,000 21.5000 12-03-96 bcm4 by 35,400 21.5000 12-05-96 baf by 3,500 21.5000 12-05-96 baf by 13,500 21.5000 12-05-96 bcm4 by 43,300 21.5000 12-05-96 bcm4 by 4,000 21.5000 12-06-96 bcm4 by 5,000 21.5200 12-09-96 baf by 7,000 21.6895 12-09-96 bgi by 2,500 21.6895 12-10-96 bcm4 by 2,200 21.6250 12-11-96 baf by 2,700 21.3750 12-12-96 baf by 9,500 21.4350 12-12-96 bcm4 by 2,800 21.4350 12-12-96 bgi by 2,500 21.4350 12-13-96 baf by 2,000 21.6250 12-13-96 bgi by 1,000 21.6250 12-16-96 baf by 5,500 21.6250 -----END PRIVACY-ENHANCED MESSAGE-----