-----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, JanT0bo6SFfczF5VAO+DsKeQMZkGvCkyLd6oafSVbieuAjCqfs806wJpTNyvwwei pqHUtduF9s056LgJP779zg== 0000950142-96-000106.txt : 19960416 0000950142-96-000106.hdr.sgml : 19960416 ACCESSION NUMBER: 0000950142-96-000106 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960412 SROS: NASD GROUP MEMBERS: PAINE WEBBER CAPITAL INC GROUP MEMBERS: PAINEWEBBER CAPITAL INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KASH N KARRY FOOD STORES INC CENTRAL INDEX KEY: 0000842913 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 954161591 STATE OF INCORPORATION: DE FISCAL YEAR END: 0730 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44157 FILM NUMBER: 96546384 BUSINESS ADDRESS: STREET 1: 6422 HARNEY RD CITY: TAMPA STATE: FL ZIP: 33610 BUSINESS PHONE: 8136210276 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAINE WEBBER CAPITAL INC CENTRAL INDEX KEY: 0000904835 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1285 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127132716 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 KASH N' KARRY FOOD STORES, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 485 77 P106 (CUSIP Number) Dhananjay M. Pai, PaineWebber Capital Inc. 1285 Avenue of the Americas, New York, NY 10019 212-713-1213 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 29, 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 the statement . (A fee is not required only if the reporting 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.) 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). Page 1 of 16 Pages SCHEDULE 13D CUSIP NO. 485 77 P106 PAGE 2 OF 16 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PAINEWEBBER CAPITAL INC. IRS#13-3261841 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX 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 NUMBER OF SHARES 553,601 shares of Common Stock BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 553,601 shares of Common Stock 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 553,601 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9% 14 TYPE OF REPORTING PERSON* CO CUSIP No. 485 77 P106 Item 1. SECURITY AND ISSUER. This statement on Schedule 13D relates to shares of Common Stock, par value $.01 per share (the "Common Stock" or the "Shares"), of Kash n' Karry Food Stores, Inc., a Delaware corporation (the "Issuer"). The Issuer maintains its principal executive office at 6422 Harney Road, Tampa, Florida 33610. Item 2. IDENTITY AND BACKGROUND. (a), (b), (c) and (f). This statement on Schedule 13D is being filed by PaineWebber Capital Inc., a Delaware corporation ("PWC" or the "Reporting Person"). PWC is filing this statement, pursuant to the provisions of Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). PWC engages in proprietary investment transactions and participates as an equity investor with others in connection with acquisitions and restructurings. The address of the principal business and principal office of PWC is 1285 Avenue of the Americas, New York, New York 10019. The name, business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of the directors and executive officers of PWC, all of whom are United States citizens, are as follows: CUSIP No. 485 77 P106 Business Address, Present Principal Occupation or Employment and Name, Principal Business and Address of Name and Title Employer - ---------------------------- --------------------------------- Regina A. Dolan Vice President and Chief Director and Financial Officer Chairperson of the Paine Webber Group Inc. Board (Holding Company) 1285 Avenue of the Americas New York, NY 10019 Dhananjay M. Pai First Vice President Director and President PaineWebber Incorporated (Broker-Dealer) 1285 Avenue of the Americas New York, NY 10019 Dawn Lezon Vice President Vice President PaineWebber Incorporated (Broker-Dealer) 1285 Avenue of the Americas New York, NY 10019 Pierce R. Smith Treasurer Director and Treasurer Paine Webber Group Inc. (Holding Company); Executive Vice President and Treasurer PaineWebber Incorporated (Broker-Dealer) 1285 Avenue of the Americas New York, NY 10019 Louis J. DeVico Assistant Treasurer Assistant Treasurer PaineWebber Incorporated (Broker-Dealer) 1285 Avenue of the Americas New York, NY 10019 Dorothy F. Haughey Assistant Secretary Secretary Paine Webber Group Inc. 1285 Avenue of the Americas New York, NY 10019 Geraldine L. Banyai Assistant Secretary Assistant Secretary PaineWebber Incorporated (Broker-Dealer) 1285 Avenue of the Americas New York, NY 10019 PWC is a wholly owned subsidiary of Paine Webber Group Inc., a Delaware Corporation ("PWG"). PWG is a holding company which, together with its operating subsidiaries, forms one of the largest full-service securities firms in the industry, serving the investment and capital needs of individual, corporate, institutional and public agency clients. The address of the principal business and principal office of PWG is 1285 Avenue of the Americas, New York, New York 10019. PWG does not beneficially own any of the shares of Common Stock reported herein and does not share any voting or dispositive power with respect thereof. The name, business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of the directors and executive officers of PWG are as follows: Business Address, Present Principal Occupation or Employment and Name, Principal Business and Address of Name and Title Employer - ------------------------------ ------------------------------- Donald B. Marron Chairman and Chief Executive Director, Chairman of Officer the Board and Chief Paine Webber Group Inc. Executive Officer (Holding Company) 1285 Avenue of the Americas New York, NY 10019 T. Stanton Armour Private Investor Director 181 West Madison Street Room 4100, 41st Floor Chicago, IL 60602 E. Garrett Bewkes, Jr. Private Investor Director 1285 Avenue of the Americas 14th Floor New York, NY 10019 Reto Braun Chairman of the Board, President Director and Chief Executive Officer Moore Corporation Limited (Holding Company - information systems and management) One First Canadian Place Toronto, Ontario Canada M5X 1G5 John A. Bult Director Director PaineWebber International Inc. (Investments and investment services) 1285 Avenue of the Americas New York, NY 10019 Frank P. Doyle Executive Vice President (Retired) Director General Electric Company (Diversified electronics and electrical products, financial and information services and broadcasting) 3135 Easton Turnpike Fairfield, CT 06431 Joseph J. Grano, Jr. President Director PaineWebber Incorporated (Broker-Dealer) 1285 Avenue of the Americas New York, NY 10019 John E. Kilgore, Jr. Private Investor Director 100 Main Street Elsworth, ME 04605 James W. Kinnear Private Investor Director Ten Stamford Forum P.O. Box 120 Stamford, CT 06904 Naoshi Kiyono Managing Director and General Manager Director International Investment Department The Yasuda Mutual Life Insurance Company 9-1, Nishishinjuku 1-Chome Shinjuku-Ku, Tokyo 169-92 Japan Robert M. Loeffler Retired Attorney Director 10701 Wilshire Blvd. Apt. 1401 Los Angeles, CA 90024 Edward Randall, III Private Investor Director 5851 San Felipe Ste. 900 Houston, TX 77057 Henry Rosovsky Professor Director Harvard University Cambridge, MA 02138 Yoshinao Seki Senior Managing Director and Chief Director Investment Officer The Yasuda Mutual Life Insurance Company 9-1, Nishishinjuku 1-Chome Shinjuku-Ku, Tokyo 169-92 Japan Anthony M. Di Iorio Vice President and Controller Secretary Paine Webber Group Inc. (Holding Company) 1285 Avenue of the Americas New York, NY 10019 Pierce R. Smith Treasurer Treasurer Paine Webber Group Inc. (Holding Company); Executive Vice President and Treasurer PaineWebber Incorporated (Broker-Dealer) 1285 Avenue of the Americas New York, NY 10019 Regina A. Dolan Vice President and Chief Financial Officer Vice President and Paine Webber Group Inc. Chief Financial Officer (Holding Company) 1285 Avenue of the Americas New York, NY 10019 Theodore Levine Vice President, General Counsel and Secretary Vice President, General Paine Webber Group Inc. Counsel and Secretary (Holding Company) 1285 Avenue of the Americas New York, NY 10019 Dorothy F. Haughey Assistant Secretary Assistant Secretary Paine Webber Group Inc. 1285 Avenue of the Americas New York, NY 10019 Each of the above directors and executive officers is a citizen of the United States except John A. Bult, a citizen of Switzerland, Reto Braun, a citizen of Switzerland and Naoshi Kiyono and Yoshinao Seki, citizens of Japan. (d) and (e). During the last five years, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any person identified on the foregoing tables, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which any such person 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. PaineWebber Incorporated transferred the shares to PWC in a private transaction on March 29, 1996 for the nominal fee of ten ($10) dollars pursuant to the Assignment Agreement (a copy of which is attached hereto as Exhibit I and incorporated herein by reference), dated as of March 29, 1996, between PaineWebber Incorporated and PWC (the "Assignment Agreement"). The source of such funds was PWC's working capital. Item 4. PURPOSE OF TRANSACTION. PWC acquired the Shares as part of its investment program and will hold the Shares for investment purposes only. Except for the foregoing, neither the Reporting Person nor any other person listed in Item 2 has any present plans or intention which would relate to or would result in (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation involving the Issuer; (c) a sale or transfer of a material amount of the Issuer's assets; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) through (c). As set forth above, on March 29, 1996, PaineWebber Incorporated transferred 553,601 shares of Common Stock to PWC in a private transaction. PWC beneficially owns 553,601 shares of Common Stock, representing approximately 11.9% of the outstanding shares of Common Stock (based on the number of shares of Common Stock outstanding as of March 12, 1996 as represented by the Issuer). PWC has the sole power to vote and sole power to dispose of the Shares. Except as set forth above, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any person identified in Item 2, beneficially owns any shares of Common Stock or has effected any transaction in shares of Common Stock during the preceding 60 days. (d) To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the Shares. (e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTAINDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as described elsewhere in this Statement, to the best knowledge of the Reporting Person, there exist no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. PWC is an affiliate of PWG which, together with its subsidiaries, constitutes a full service investment bank which may, from time to time, own or control shares of Common Stock or may execute trades or other transactions involving shares of Common Stock for its own account or for the accounts of its customers. However no contracts, arrangements, understandings or other relationships regarding shares of Common Stock exist between PWC and PWG or any of its subsidiaries or other affiliates. Item 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Assignment Agreement. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: April 11, 1996 PAINEWEBBER CAPITAL INC. By: /S/ DHANANJAY M. PAI Title: INDEX TO EXHIBITS PAGE NO. IN SEQUENTIAL EXHIBIT NUMBERING SYSTEM I Assignment Agreement, dated as of 15 March 29, 1996 between PaineWebber Incorporated and PaineWebber Capital Inc. EX-99 2 ASSSIGNMENT AGREEMENT ASSIGNMENT AGREEMENT DATED AS OF MARCH 29, 1996 BETWEEN PAINEWEBBER INCORPORATED, a Delaware Corporation (the "Assignor") and PAINEWEBBER CAPITAL, INC. a Delaware corporation (the "Assignee") In consideration fo the sum of Ten Dollars ($10) and other good and valuable consideration in hand paid by the Assignee to the Assignor, the receipt and sufficiency of which is hereby acknowledge by the Assignor, and the mutual covenants herein contained, the parties hereto hereby agree as follows: 1. The Assignor hereby assigns and transfers to the Assignee and its successors and assigns, forever, all the right, title and interest of the Assignor in and to 553,601 shares of common stock, par value $.01 per share (the "Common Stock") of Kash n' Karry Food Stores, Inc. TO HAVE AND TO HOLD the same unto the Assignee and its successors and assigns, forever. 2. The Assignee does hereby accept such assignment and transfer and agrees to perform all obligations on the part of the Assignor to be performed in respect to the Common Stock. 3. This Assignment Agreement and the covenants and agreements herein contained shall inure to the benefit of and shall bind the Assignor, the Assignee and their respective successors and assigns. IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed in their respective corporate names by their corporate officers thereunto duly authorized and their respective corporate seals to be hereunto affixed and duly attested all as of the date first above written. PAINEWEBBER INCORPORATED By /S/ ------------------------- (CORPORATE SEAL) Attest: /S/ DOROTHY F. HAUGHEY - ----------------------- Secretary PAINEWEBBER CAPITAL, INC. By /S/ ---------------------- (CORPORATE SEAL) Attest: /S/ DOROTHY F. HAUGHEY - ----------------------- Secretary -----END PRIVACY-ENHANCED MESSAGE-----