Great Train Store Co – ‘POS AM’ on 7/19/96

As of:  Friday, 7/19/96   ·   Accession #:  1010549-96-139   ·   File #:  33-79554

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post-Effective Amendment                               5     30K 
 2: EX-10       Exhibit 10.10                                         12     39K 

POS AM   —   Post-Effective Amendment
Document Table of Contents

POS AM
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 As Filed with the Securities and Exchange Commission on July 18, 1996
                                                       Registration No. 33-79554

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE
AMENDMENT NO. 2 TO
 FORM SB-2 ON FORM S-3
REGISTRATION STATEMENT
 Under
The Securities Act of 1933

 THE GREAT TRAIN STORE COMPANY
(Exact Name of Registrant as Specified in Its Charter)

    Delaware                                        75-2539189
(State or Other Jurisdiction                           (I.R.S. Employer   
of Incorporation or Organization)                      Identification Number) 

 14180 Dallas Parkway, Suite 618
 Dallas, Texas 75240
(214) 392-1599
 (Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrant's
Principal Executive Offices)

 James H. Levi
 President and Chief Executive Officer
 14180 Dallas Parkway, Suite 618
 Dallas, Texas 75240
(214) 392-1599
 (Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)

Copies of all correspondence to:

DOUGLAS J. BATES, ESQ.
Gallop, Johnson & Neuman, L.C.
101 South Hanley
 St. Louis, Missouri 63105

     Approximate  date of  commencement  of proposed sale to public:  As soon as
practicable  after  this  Post-Effective  Amendment  to  Registration  Statement
becomes effective.                                                              

     If the only  securities  being  registered  on this form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ ]                                                                        

     If any of the securities being registered on this form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]                                

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the  Securities  Act,  check the following box and
list the  Securities  Act  registration  statement  number of earlier  effective
registration statement for the same offering. [ ]                               

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]                                                      

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]                                             

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution                           

     The following  table sets forth the estimated  expenses in connection  with
the issuance and distribution of the shares offered hereby, all of which will be
paid by the Company:                                                            

        Transfer and Warrant Agent fees and charges .............        1,200
        Printing and engraving expenses .........................        3,000
        Legal fees and expenses .................................       10,000
        Accounting fees and expenses ............................        5,000
        Miscellaneous ...........................................        5,000
                                                                        ------

             Total ..............................................      $24,200
                                                                        ======

Item 15.  Indemnification of Directors and Officers                             

     Section 145 of the General Corporation Law of the State of Delaware permits
indemnification by a corporation of certain officers,  directors,  employees and
agents. Consistent therewith, Article VIII of the Company's Bylaws requires that
the Company indemnify all persons whom it may indemnify  pursuant thereto to the
fullest  extent  permitted  by Section  145.  Article  VIII also  provides  that
expenses  incurred by an officer or director of the Company or any of its direct
or indirect wholly-owned subsidiaries,  in defending a civil or criminal action,
suit or  proceeding,  will  be  paid by the  Company  in  advance  of the  final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such officer,  director,  employee or agent to repay such amount
if it shall  ultimately be determined  that he is not entitled to be indemnified
by the Company as  authorized.  Such  expenses  incurred by other  employees and
agents may be so paid upon such terms and  conditions,  if any,  as the Board of
Directors deems appropriate.                                                    

     In addition,  Article VII of the  Company's  Certificate  of  Incorporation
provides  that  directors  of the  Company  shall not be  personally  liable for
monetary  damages to the Company or its  stockholders  for a breach of fiduciary
duty as a  director,  except  for  liability  as a result of (i) a breach of the
director's  duty of loyalty to the  Company  or its  stockholders;  (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation  of law;  (iii) an act related to the  unlawful  stock  repurchase  or
payment of a dividend under Section 174 of Delaware General Corporation Law; and
(iv) transactions from which the director derived an improper personal benefit. 

     The Company  has  procured  and  intends to maintain a policy of  insurance
under which the directors  and officers of the Company will be insured,  subject
to the limits of the policy,  against  certain  losses  arising from claims made
against such  directors and officers by reason of any acts or omissions  covered
under such policy in their respective capacities as directors or officers.      

Item 27.  Exhibits                                                              

1.1     Underwriting Agreement                                                
3.1     Certificate of Incorporation of the Registrant                        
3.2     Bylaws of the Registrant                                              
4.1     Form of Stock Certificate                                             
4.2     Form of Warrant Agreement and Certificates                            
4.3     Form of Bridge Warrants                                               
4.4     Form of Underwriter's Option                                          
4.5     Form of Management Notes                                              
4.6     Form of Security Agreement                                            
4.7     Form of Subordination and Pledge Agreement                            
5.1     Opinion of Gallop, Johnson & Neuman, L.C.                             
10.1     The Great Train Store Company 1994 Incentive Compensation Plan         

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10.2     The Great Train Store Company 1994 Director Stock Option Plan          
10.3     Form of Restricted Stock Agreement with Stanley R. Herndon and Michael 
D. Glazer                                                     
10.4     Form of Employment Agreement with James H. Levi                        
10.5     The Great Train Store Partners,  L.P. Agreement of Limited  Partnership
dated as of September 1, 1990 as amended                      
10.6     Consulting Agreement with Barington Capital Group, L.P.                
10.7     First Amendment to The Great Train Store Company 1994 Incentive        
Compensation Plan                                             
10.8     Second Amendment to The Great Train Store Company 1994 Incentive       
Compensation Plan                                             
10.9     First Amendment to The Great Train Store Company 1994 Direct Stock     
Option Plan                                                   
10.10    Letter agreement with Barington Capital Group, L.P. dated July 15, 1996
21.1     Subsidiaries of the Registrant                                         
23.2     Consent of Gallop, Johnson & Neuman, L.C.                              
23.3     Consent of KPMG Peat Marwick LLP, independent public accountants       
24.1     Power of Attorney                                                      
99.2     Cautionary Statement Identifying Important Factors that Could Cause    
        the Company's Actual Results to Differ from those Projected in Forward
Looking Statements                                            

Item 28.  Undertakings                                                          

(a)  The undersigned registrant hereby further undertakes:            

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective  amendment to this registration statement to reflect
     in the  prospectus  any facts or events arising after the effective date of
     the  registration  statement (or the most recent  post-effective  amendment
     thereof) which,  individually or in the aggregate,  represent a fundamental
change in the information set forth in the Registration Statement;    

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new Registration  Statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
initial bona fide offering thereof;                                   

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
termination of the Offering.                                          

     (b)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities  Act of 1933 may be  permitted to  directors,  officers and
          controlling  persons  of the  registrant  pursuant  to  the  foregoing
          provisions,  or otherwise, the undersigned registrant has been advised
          that in the opinion of the  Securities  and Exchange  Commission  such
          indemnification   is  against   public  policy  as  expressed  in  the
          Securities Act and is, therefore,  unenforceable.  In the event that a
          claim for  indemnification  against such  liabilities  (other than the
          payment by the registrant of expenses  incurred or paid by a director,
          officer or  controlling  person of the  registrant  in the  successful
          defense  of any  action,  suit  or  proceeding)  is  asserted  by such
          director,  officer  or  controlling  person  in  connection  with  the
          securities  being  registered,  the  registrant  will,  unless  in the
          opinion of its  counsel  the matter  has been  settled by  controlling
          precedent,  submit to a court of appropriate jurisdiction the question
          whether  such  indemnification  by  it is  against  public  policy  as
          expressed  in the  Securities  Act and will be  governed  by the final
adjudication of such issue.                                 

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SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Dallas, State of Texas, on July 17, 1996.            

                                               THE GREAT TRAIN STORE COMPANY

                                      By /s/ James H. Levi
                                                 James H. Levi, President,
                                                   Chief Executive Officer and
                                             Chairman of the Board

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statements  has  been  signed  by  the  following  persons  in the
capacities and one the dates indicated.                                         

/s/ James H. Levi        President, Chief Executive Officer      July 17, 1996  
James H. Levi            and Chairman of the Board                              
(Principal Executive Officer) 

/s/ Cheryl A. Taylor     Vice President - Finance and            July 17, 1996  
Cheryl A. Taylor         Administration (Principal                              
   Financial and Accounting Officer)

*                        Director                                July 17, 1996  
Joel S. Pollack                                                                 

*                        Director                                July 17, 1996  
John S. Schultz                                                                 

*                        Director                                July 17, 1996  
Charles M. Tureen                                                               

*                        Director                                July 17, 1996  
Robert M. Warner                                                                

*By:  /s/ James H. Levi                                                         
James H. Levi, Attorney-in-fact                                     

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 EXHIBIT INDEX

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Exhibit                                                                             
Number                        Description                                       Page
------                        -----------                                       ----
                                                                                    
 1.1*     Underwriting Agreement ..............................................     
 3.1*     Certificate of Incorporation of the Registrant ......................     
 3.2*     Bylaws of the Registrant ............................................     
 4.1*     Form of Stock Certificate ...........................................     
 4.2*     Form of Warrant Agreement and Certificates...........................     
 4.3*     Form of Bridge Warrants..............................................     
 4.4*     Form of Underwriter's Option ........................................     
 4.5*     Form of Management Notes ............................................     
 4.6*     Form of Security Agreement ..........................................     
 4.7*     Form of Subordination and Pledge Agreement ..........................     
 5.1*     Opinion of Gallop, Johnson & Neuman, L.C. ...........................     
10.1*     The Great Train Store Company 1994 Incentive Compensation Plan.......     
10.2*     The Great Train Store Company 1994 Director Stock Option Plan........     
10.3*     Form of Restricted Stock Agreement with Stanley R. Herndon and            
            Michael D. Glazer .................................................     
10.4*     Form of Employment Agreement with James H. Levi .....................     
10.5*     The Great Train Store Partners, L.P. Agreement of Limited                 
            Partnership dated as of September 1, 1990 as amended ..............     
10.6*     Consulting Agreement with Barington Capital Group, L.P...............     
10.7****  First Amendment to The Great Train Store Company 1994 Incentive           
            Compensation Plan .................................................     
10.8****  Second Amendment to The Great Train Store Company 1994 Incentive          
            Compensation Plan .................................................     
10.9****  First Amendment to The Great Train Store Company 1994 Directors           
            Stock Option Plan   ...............................................     
10.10     Letter agreement with Barington Capital Group, L.P. dated                 
            July 15, 1996 .....................................................     
21.1****  Subsidiaries of the Registrant ......................................     
23.2*     Consent of Gallop, Johnson & Neuman, L.C.                                 
            (included in Exhibit 5.1) .........................................     
23.3****  Consent of KPMG Peat Marwick LLP, independent public                      
            accountants........................................................     
24.1*     Power of Attorney (set forth on signature page) .....................     
99.1***** Cautionary Statement Identifying Important Factors that Could             
            Cause the Company's Actual Results to Differ from those                 
            Projected in Forward Looking Statements............................     

*     previously filed                                                          

**    Incorporated by Reference to Quarterly Report on Form 10-QSB for the      
Twenty-Six Week Period Ended July 1, 1995.                    

***   Incorporated by Reference to Current Report on Form 8-K filed December    
22, 1994.                                                     

****  Incorporated by Reference to Annual Report on Form 10-KSB for the fiscal  
year ended December 30, 1995                                  

***** Incorporated by Reference to Annual Report on Form 10-QSB for the thirteen
weeks ended March 30, 1996                                    

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS AM’ Filing		Date		First		Last			Other Filings
Filed on:		7/19/96							424B3
		7/18/96		1
		7/17/96		4
		7/15/96		5
		3/30/96		5
		12/30/95		5
		7/1/95		5
		12/22/94		5
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