Edgar Filing: STEINER MICHAEL S

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)

DRYCLEAN USA, Inc.
(Name of Issuer)

Common Stock, par value $0.25
(Title of Class of Securities)

262432-10-7
(CUSIP Number)

Lloyd Frank, Esq.
Jenkens & Gilchrist Parker Chapin LLP
405 Lexington Avenue
New York, New York 10174
212-704-6000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 28, 2004
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ]

CUSIP No. 262432-10-7 13D Page 2 of 7 Pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Michael S. Steiner
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2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [X]

(b) [ ]
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3. SEC Use Only

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4. Source of Funds: PF

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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]

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6. Citizenship or Place of Organization United States

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Number of 7. Sole Voting Power 100
Shares Bene- ------------------------------------------------------
ficially Owned 8. Shared Voting Power 4,520,954/1/
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power 1,760,577
Person With ------------------------------------------------------
10. Shared Dispositive Power 0

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11. Aggregate Amount Beneficially Owned by Each Reporting Person

4,521,054
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]

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13. Percent of Class Represented by Amount in Row (11)

64.5%
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14. Type of Reporting Person (See Instructions)

IN
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1. Includes 1,760,477 of the shares owned by the Reporting Person and 2,760,477
of the shares owned by others that are subject to a Stockholders Agreement with
the Reporting Person concerning, among other things, voting for the election of
directors, as a result of which the Reporting Person may be deemed to be the
beneficial owner of such shares with shared voting power.

CUSIP No. 262432-10-7 13D Page 3 of 7 Pages
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This Amendment No. 3 ("Amendment No. 3") amends in their entirety Items
5, 6 and 7 contained in the Schedule 13D filed on November 9, 1998 (the
"Original Statement"), as amended by Amendment No. 1 filed on January 20, 2000
and Amendment No. 2 filed on July 27, 2004, by Michael S. Steiner (the
"Reporting Person") with respect to the Reporting Person's beneficial ownership
of Common Stock, $.025 par value (the "Common Stock"), of DRYCLEAN USA, Inc.
(the "Issuer" or the "Company"). The Original Statement, as amended by
Amendments Nos. 1 and 2 and this Amendment No. 3, is referred to collectively as
the "Statement."

Item 5 Interest in Securities of the Issuer

The following information is as at December 28, 2004:

(a) (i) Amount Beneficially Owned: 4,521,054. Includes, in addition to 100
shares owned by the Reporting Person which are not subject to the Stockholders
Agreement discussed in Item 6 of this Statement, the following shares that are
subject to the Stockholders Agreement: (a) 1,760,577 (25.1%) of the Issuer's
outstanding shares of Common Stock owned by the Reporting Person, (b) 1,760,477
(25.1 %) of the Issuer's outstanding shares of Common Stock owned by William K.
Steiner, the Reporting Person's father who does not reside in the Reporting
Person's household, and (c) 1,000,000 (14.3%) of the Issuer's outstanding shares
of Common Stock owned by Alan I. Greenstein. As a result of the Stockholders
Agreement, the Reporting Person, William K. Steiner and Alan I. Greenstein are
deemed to be a "group," within the meaning of Rule 13d-5 under the Securities
Exchange Act of 1934 (the "Exchange Act"), and, therefore, the Reporting Person
may be deemed to be the beneficial owner within the meaning of Rule 13d-3 of the
Exchange Act, of all of the 4,520,954 Shares subject to the Stockholders
Agreement, which represent 64.5% of the Issuer's 7,014,450 shares of Common
Stock outstanding as of December 28, 2004.

(ii) Percent of Class: 64.5% based on 7,014,450 shares of the Issuer's
Common Stock outstanding on December 28, 2004.

(b) Number of shares to which such person has:

(i) sole power to vote or to direct the vote - 100

(ii) shared power to vote or to direct the vote - 4,520,954

(iii) sole power to dispose or to direct the disposition of - 1,760,577

(iv) shared power to dispose or to direct the disposition of - 0

(c) The following is a schedule of the transactions by the Reporting Person in
the Issuer's Common Stock during the 60 days immediately preceding the filing of
this Amendment:

Date of Number of Shares
Transaction Acquired Disposed of Price Nature of Transaction
----------- -------- ----------- ----- ---------------------

12/28/04 250,000 0 $1.45 Private Transfer (Purchase) from Alan
Greenstein

CUSIP No. 262432-10-7 13D Page 4 of 7 Pages
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(d) No other person is known to have the right to receive, or the power to
direct the receipt of, dividends from, or the proceeds from the sale of, the
securities of the Issuer owned by the Reporting Person.

(e) Not applicable.

Item 6 Contracts, Agreements, Understandings or Relationships With
Respect to Securities of the Issuer

On July 22, 2004, the Reporting Person and William K. Steiner each sold
750,000 shares of the Company's Common Stock to Alan I. Greenstein, for a
purchase price of $1,087,500 ($1.45 per share) payable to each seller,
consisting of $350,000 in cash and a $737,500 Promissory Note payable on July
22, 2005 secured by the shares sold. On December 28, 2004, Mr. Greenstein
transferred to each of the Reporting Person and William K. Steiner 250,000 of
those shares, with the Promissory Note to each Reporting Person being reduced by
$362,500 to $375,000.

Contemporaneously with the original transaction, on July 22, 2004, the
Reporting Person, William K. Steiner and Alan I. Greenstein entered into a
Stockholders Agreement regarding the voting of shares then owned of record by
them. On December 28, 2004, the parties amended such Stockholders Agreement (as
amended, the "Stockholders Agreement") to reflect the revised share ownership of
the parties. Under the Stockholders Agreement, the Reporting Person and William
K. Steiner (together with any transferees to whom either of them transfers
Shares, as defined below, to the extent of the Shares so transferred,
collectively, the "Steiner Family Stockholders") and Alan J. Greenstein
(together with any transferee to whom he transfers Shares, to the extent of the
Shares so transferred, collectively, the "Greenstein Stockholders") have agreed,
except to the extent otherwise agreed from time to time by each of: (a) the
holders of a majority of the Shares held by the Greenstein Stockholders and (b)
the holders of a majority of the Shares held by the Steiner Family Stockholders,
to vote the 1,760,477, 1,760,477 and 1,000,000 shares of the Issuer's Common
Stock owned of record by the Reporting Person, William K. Steiner and Alan I.
Greenstein, respectively (collectively the "Shares"), to elect as directors of
the Issuer of (x) one designee as may be selected by the holders of a majority
of the Shares held by the Greenstein Stockholders and (y) such other designees
as may be selected by the holders of a majority of the Shares held by the
Steiner Family Stockholders. Should any designee of the Greenstein Stockholders
or the Steiner Family Stockholders resign, determine not to seek re-election to
the Issuer's Board of Directors (the "Board"), be removed from office, die,
become incapacitated or otherwise cease to serve on the Board, and should such
designee not be replaced by the Board with the a designee recommended to the
Board by the stockholder group who designated the director being replaced, or
should such designee's term of office expire, the parties to the Stockholders
Agreement agree to take all such action as may be permitted under the Issuer's
Certificate of Incorporation or By-laws and laws of its state of incorporation
to promptly call a special or other meeting of stockholders of the Issuer and
vote, or execute a written consent, to elect as the successor to such former
director a person designated by the holders of a majority of the Shares held by
the stockholder group whose designee is to be replaced. The Stockholders
Agreement is to terminate on the earliest to occur of (i) the date agreed to in
writing by the owners of record of a majority of the Shares and (ii) the
liquidation of the Issuer or the Issuer's merger with, or sale of substantially
all of its assets to, or another change in control transaction with, another
entity that is approved by the Board, following which transaction or series of
transactions the stockholders of the Issuer immediately prior to the first of

CUSIP No. 262432-10-7 13D Page 5 of 7 Pages
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such transactions do not own more than 50% of the outstanding voting power of
the resulting entity at the effective date of the last of such transactions.

Item 7 Material to be Filed as Exhibits

Exhibit 1 - Merger Agreement (1)

Exhibit 2 - Engagement Letter between the Issuer and Slusser Associates,
Inc. (1)
Exhibit 3 -

Investment Letter dated January 13, 2000 from RAM Capital
Management Trust to the Issuer and the Reporting Person. (2)

Exhibit 4(a) Investment Letter dated July 22, 2004 from Alan Greenstein to
the Issuer and the Reporting Person.

Exhibit 4(b) Stockholders Agreement dated as of July 22, 2004 by and among
the Reporting Person, William K. Steiner and Alan I.
Greenstein. (3)

Exhibit 4(c) Amendment dated December 28, 2004 by and among the Reporting
Person, Michael S. Steiner and William K. Steiner to the
Stockholders Agreement dated as of July 22, 2004 among them.
(4)

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(1) Filed with the Original Statement.

(2) Filed with Amendment No. 1 to this Statement.

(3) Incorporated by reference to Exhibit 99.1 to the Issuer's Current
Report on Form 8-K dated (date of earliest event reported) July 22,
2004.

(4) Filed herewith.

CUSIP No. 262432-10-7 13D Page 6 of 7 Pages
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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: December 29, 2004

/s/ Michael S. Steiner
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Michael S. Steiner

CUSIP No. 262432-10-7 13D Page 7 of 7 Pages
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EXHIBIT INDEX

Exhibit No. Description

Exhibit 1 Merger Agreement (1)

Exhibit 2 Engagement Letter between the Issuer and Slusser Associates,
Inc. (1)

Exhibit 3 Investment Letter dated January 13, 2000 from RAM Capital
Management Trust to the Issuer and the Reporting Person. (2)