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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 9, 1997
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Ground Round Restaurants, Inc.
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(Exact name of registrant as specified in its charter)
New York 1-6192 13-5637682
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State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
35 Braintree Hill Office Park, Braintree, Massachusetts 02184-9078
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (617) 380-3100
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Not Applicable
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(Former name or former address, if changed since last report.)
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Item 1. Changes in Control of Registrant
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On July 9, 1997, JUSI Holdings, Inc. ("JUSI"), which is an indirect,
wholly- owned subsidiary of U.S. Industries, Inc. ("USI"), sold 3,092,100 shares
(the "Shares") of common stock (the "Common Stock") of Ground Round Restaurants,
Inc. (the "Company"), being all of JUSI's shares of Common Stock remaining after
JUSI's sale, in negotiated transactions effected on NASDAQ, of 540,000 shares of
Common Stock on June 3, 1997. The Shares, representing approximately 27.7% of
the outstanding shares of Common Stock, were purchased as follows: 1,892,100
shares of Common Stock by Christian R. Guntner for $2,497,572 and 1,200,000
shares of Common Stock by David T. DiPasquale for $1,584,000. Mr. Guntner and
Mr. DiPasquale purchased the Shares utilizing their personal funds. Messrs.
Guntner and DiPasquale filed a Form 13-D with the Securities and Exchange
Commission in connection with their purchase of the Shares, in which they
affirmed that they are holding such Shares as a group. Mr. Guntner and Mr.
DiPasquale hold, in the aggregate, 3,102,100 shares of Common Stock,
representing approximately 27.7% of the outstanding shares of Common Stock.
Messrs. Guntner and DiPasquale were executives of USI until they resigned
their positions with USI at the closing of their purchase of the Shares.
Mr. Guntner, who has been a director of the Company since 1995, remains a
director of the Company's Board of Directors. Mr. David DiPasquale was elected
by the Company's Board of Directors as a director on the Company's Board of
Directors on July 10, 1997.
On July 21, 1997, Mr. John A. Mistretta resigned as a member of the Board
of Directors of the Company. Mr. Mistretta had been nominated by JUSI to serve
as a director of the Company pursuant to the terms of the Stockholder Agreement
dated August 1, 1991, as amended, between the Company and JUSI.
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Signatures.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GROUND ROUND RESTAURANTS, INC.
By: /s/ Stephen J. Kiel
Name: Stephen J. Kiel
Title: Senior Vice-President and Chief
Financial Officer
Date: July 23, 1997
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