-----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, A1NzbY0cPrbUH4FVO/b9LWooydCdPT+pzTXibsCSE0ee9srOhgDSTTvbmG0HY95Z ml1QSKO85uSBgW871aBo5Q== 0000914121-97-000409.txt : 19971124 0000914121-97-000409.hdr.sgml : 19971124 ACCESSION NUMBER: 0000914121-97-000409 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971121 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GUEST SUPPLY INC CENTRAL INDEX KEY: 0000722642 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 222320483 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-35627 FILM NUMBER: 97726264 BUSINESS ADDRESS: STREET 1: 4301 U.S. HWY ONE CITY: MONMOUTH JUNCTION STATE: NJ ZIP: 08852 BUSINESS PHONE: 9082463011 MAIL ADDRESS: STREET 1: P.O. BOX 902 STREET 2: 720 U S HIGHWAY ONE CITY: MONMOUTH JUNCTION STATE: NJ ZIP: 08852 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUMMERSET GROUP LLC CENTRAL INDEX KEY: 0001049953 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1640 DARTMOUTH LANE CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8479451269 MAIL ADDRESS: STREET 1: 1640 DARTMOUTH LANE CITY: DEERFIELD STATE: IL ZIP: 60015 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No ___)* Guest Supply, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 401630108 - -------------------------------------------------------------------------------- (CUSIP Number) Louis J. Bevilacqua, Esq., Cadwalader, Wickersham & Taft 100 Maiden Lane, New York, NY 10038 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 12, 1997 - -------------------------------------------------------------------------------- (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 |_|. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). SCHEDULE 13D CUSIP No. 401630108 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Summerset Group LLC - ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |_| (b) |_| - ------ ------------------------------------------------------------------------- 3 SEC USE ONLY - ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - ------ ------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------- ------- -------------------------------------------------- 7 SOLE VOTING POWER 365,500 NUMBER OF ------- -------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ------- -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 365,500 WITH ------- -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------- ----------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 365,500 - -------- ----------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - -------- ----------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% - -------- ----------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) OO Item 1. Security and Issuer. This statement relates to shares of Common Stock, without par value ("Shares"), of Guest Supply, Inc. ("Guest Supply"), 4301 U.S. Highway One, Monmouth Junction, New Jersey 08852. Item 2. Identity and Background. This statement is being filed by Summerset Group LLC ("Summerset"), a Delaware Limited Liability Company. The principal business of Summerset is to invest in and hold securities. The address of its principal business and its principal office is 1640 Dartmouth Lane, Deerfield, Illinois 60015. The Manager of Summerset is Robert Shapiro (the "Manager"), whose business address is 290 Beeline Drive, Bensenville, Illinois 60106. The Manager's present principal occupation is President of Emlin Cosmetics, a manufacturing company, and such employment is conducted at the aforementioned address. The Manager is a citizen of the United States. The Voting Members of Summerset are Robert Shapiro and Nathan Shapiro (the "Voting Members"). Nathan Shapiro's business address is 311 South Wacker Drive, Suite 4990, Chicago, Illinois 60606. Nathan Shapiro's present principal occupation is President of SF Investments, Inc., a private investment company, and such employment is conducted at the aforementioned address. Nathan Shapiro is a citizen of the United States. During the past five years, Summerset, the Manager or the Voting Members have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which any of them was or is subject to a judgment, 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. Item 3. Source and Amount of Funds or Other Consideration. 107,000 Shares beneficially owned by Summerset were acquired with general company funds. The remaining 258,500 Shares beneficially owned by Summerset were contributed to Summerset as initial capital contributions by the founding members thereof. Item 4. Purpose of Transaction Summerset has acquired the Shares for investment purposes. Summerset, Robert Shapiro and Nathan Shapiro do not have any present plan, proposal, or intention which relates to or would result in any action with respect to the matters listed in paragraphs (b) through (j) of Item 4 of Schedule 13D. Summerset may dispose of or acquire additional securities of Guest Supply in privately negotiated transactions, market transactions or otherwise. Summerset intends to exercise its rights as stockholder in accordance with its best interests. Item 5. Interest in Securities of the Issuer (a) According to Guest Supply's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, as of June 30, 1997 Guest Supply had issued and outstanding 6,179,288 Shares. Summerset is the beneficial owner of 365,500 Shares, or 5.9% of the outstanding Shares. Neither Robert Shapiro nor Nathan Shapiro beneficially own any Shares other than through Summerset. (b) Summerset has the sole power to vote and to dispose of 365,500 Shares. Robert Shapiro and Nathan Shapiro are the sole Voting Members of Summerset. (c) On November 12, 1997, 258,500 Shares were contributed to Summerset by the founding members thereof as initial capital contributions and 59,500 Shares were acquired in open market transactions by Summerset at a price per Share of $13.45. On November 13, November 19, and November 20, Summerset acquired 20,000, 6,000 and 3,500 Shares in open market transactions at a price per Share of $13.53, $14.24 and 14.34, respectively. On November 21, 1997, 10,500 Shares and 7,500 Shares were acquired by Summerset in open market transactions at a price per Share of $14.50 and $14.62, respectively. (d) None. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Item 7. Material to Be Filed as Exhibits None. 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. Dated: November 21, 1997 SUMMERSET GROUP LLC By: /s/ Robert Shapiro ------------------ Robert Shapiro Manager -----END PRIVACY-ENHANCED MESSAGE-----