STEPHENS GROUP INC, SC 13D, 2000-07-28

STEPHENS GROUP INC
SC 13D, 2000-07-28

Previous: MACROVISION CORP, DEFM14A, EX-23.1, 2000-07-28

Next: STEPHENS GROUP INC, SC 13D, EX-99.A, 2000-07-28

<PAGE> 1
----------------------------
OMB APPROVAL
----------------------------
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per form . . . . 14.90
----------------------------

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*

Vascular Solutions, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)

92231M109
---------------------------------------------------------------
(CUSIP Number)

David A. Knight,
c/o Stephens Group, Inc.,
111 Center Street,
Little Rock, AR 72201,
(501) 377-2573
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

July 19, 2000
---------------------------------------------------------------
(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 Section Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule including all exhibits. See Section 240.13d-7(b) 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> 2

------------------- ------------------
CUSIP No. 92231M109 Page 2 of 12 Pages
------------------- ------------------

SCHEDULE 13D

--------------------------------------------------------------------------------
1 Name of Reporting Persons
I.R.S. Identification No. of Above Persons (entities only)

James Sommers, Voting Trustee of Vascular Voting Trust

--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [x]
(b) [ ]

--------------------------------------------------------------------------------
3 SEC Use Only

--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
Not applicable

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

--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Arkansas

--------------------------------------------------------------------------------
7 Sole Voting Power
2,717,180

NUMBER OF ---------------------------------------------------
SHARES 8 Shared Voting Power
BENEFICIALLY -0-
OWNED BY
EACH ---------------------------------------------------
REPORTING 9 Sole Dispositive Power
PERSON -0-
WITH
---------------------------------------------------
10 Shared Dispositive Power
-0-

--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,717,180

--------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]

--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
21.6

--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
OO

--------------------------------------------------------------------------------

<PAGE> 3

--------------------- ------------------
CUSIP No. 92231M109 Page 3 of 12 Pages
--------------------- ------------------

SCHEDULE 13D

--------------------------------------------------------------------------------
1 Name of Reporting Persons
I.R.S. Identification No. of Above Persons (entities only)

Stephens Group, Inc.

--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [x]
(b) [ ]

--------------------------------------------------------------------------------
3 SEC Use Only

--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
Not applicable

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

--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Arkansas

--------------------------------------------------------------------------------
7 Sole Voting Power
-0-

--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,707,180

--------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]

--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
21.6

--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
HC, CO

--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

<PAGE> 4

--------------------- ------------------
CUSIP No. 92231M109 Page 4 of 12 Pages
--------------------- ------------------

SCHEDULE 13D

--------------------------------------------------------------------------------
1 Name of Reporting Persons
I.R.S. Identification No. of Above Persons (entities only)

Stephens Vascular Preferred, LLC

--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [x]
(b) [ ]

--------------------------------------------------------------------------------
3 SEC Use Only

--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
Not applicable

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

--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Arkansas

--------------------------------------------------------------------------------
7 Sole Voting Power
-0-

--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,821,466

--------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]

--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
14.5

--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
OO

<PAGE> 5

--------------------- ------------------
CUSIP No. 92231M109 Page 5 of 12 Pages
--------------------- ------------------

SCHEDULE 13D

--------------------------------------------------------------------------------
1 Name of Reporting Persons
I.R.S. Identification No. of Above Persons (entities only)

Stephens Vascular Options, LLC

--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [x]
(b) [ ]

--------------------------------------------------------------------------------
3 SEC Use Only

--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
Not applicable

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

--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Arkansas

--------------------------------------------------------------------------------
7 Sole Voting Power
-0-

--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
885,714

--------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]

--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
7.1

--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
OO

<PAGE> 6

--------------------- ------------------
CUSIP No. 92231M109 Page 6 of 12 Pages
--------------------- ------------------

SCHEDULE 13D

--------------------------------------------------------------------------------
1 Name of Reporting Persons
I.R.S. Identification No. of Above Persons (entities only)

Stephens Investment Partners III LLC

--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [x]
(b) [ ]

--------------------------------------------------------------------------------
3 SEC Use Only

--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
Not applicable

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

--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Arkansas

--------------------------------------------------------------------------------
7 Sole Voting Power
-0-

--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,000

--------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]

--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
0.0

--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
OO

<PAGE> 7

--------------------- ------------------
CUSIP No. 92231M109 Page 7 of 12 Pages
--------------------- ------------------

ITEM 1. SECURITY AND ISSUER

This Schedule 13D relates to the common stock, par value $.01 per share, of
Vascular Solutions, Inc. ("Vascular Solutions"), the principal executive offices
of which are located at 2495 Xenium Lane North, Minneapolis, Minnesota 55441.
This Schedule 13D is being filed to reflect a voting trust among James Sommers,
as voting trustee (the "Voting Trustee"), and the persons listed in paragraph
(a)(iii) through (a)(v) of Item 2 below (the "Trust Participants") pursuant to a
Voting Trust Agreement dated as of July 14, 2000 (the "Voting Trust Agreement").

ITEM 2. IDENTITY AND BACKGROUND

(a) This Schedule 13D is being filed by and on behalf of (i) the Vascular
Voting Trust, James Sommers, Voting Trustee, (ii) Stephens Group, Inc., (iii)
Stephens Vascular Preferred, LLC, (iv) Stephens Vascular Options, LLC, and (v)
Stephens Investment Partners III LLC (collectively, the "Reporting Persons").

(i) James Sommers is the Voting Trustee of the Vascular Voting Trust
established pursuant to the Voting Trust Agreement. Mr. Sommers is a citizen of
the United States of America, has a business address of 237 Cherokee Road,
Charlotte, North Carolina 28207, and is principally employed as a financial
consultant.

(ii) Stephens Group, Inc. is an Arkansas business corporation, engaged
in the business of buying, owning, holding and selling investment securities and
other assets, the principal offices of which are located at 111 Center Street,
Little Rock, Arkansas 72201.

The voting stock of Stephens Group, Inc. is owned by the
following persons: Jackson T. Stephens Trust No. One, Bess C. Stephens Revocable
Trust, Warren A. Stephens Trust No. One, Wilton R. Stephens, Jr. Revocable
Trust, Pamela Diane Stephens Trust, and Elizabeth Stephens Campbell Revocable
Trust.

The executive officers and directors of Stephens Group, Inc., and
their respective principal employments, are:

(A) Jackson T. Stephens, Chairman of the Board of Directors of
Stephens Group, Inc.

(B) Bess C. Stephens, Director of Stephens Group, Inc.

(D) Wilton R. Stephens, Jr., Director and officer of Stephens
Group, Inc. and Stephens Inc.

(E) Jon E.M. Jacoby, Director and Executive Vice President of
Stephens Group, Inc., and Executive Vice President and
Director of Stephens Inc.

(F) Vernon J. Giss, Director of Stephens Group, Inc.

(G) Craig D. Campbell, Director of Stephens Group, Inc. and
employee of Stephens Inc.

(H) William R. Walker, Director of Stephens Group, Inc.

(I) Curtis F. Bradbury, Jr., Director of Stephens Group, Inc.,
and Senior Executive Vice President, Chief Operating Officer
and Director of Stephens Inc.

Each of the executive officers and directors of Stephens Group, Inc. listed
above is a citizen of the United States of America and has the business address
of Stephens Group, Inc., 111 Center Street, Little Rock, Arkansas 72201.

(iii) Stephens Vascular Preferred, LLC, is an Arkansas limited
liability company formed as a holding company for an investment in Vascular
Solutions securities, with a business address of 111 Center Street, Little Rock,
Arkansas

<PAGE> 8

--------------------- ------------------
CUSIP No. 92231M109 Page 8 of 12 Pages
--------------------- ------------------

72201. Its sole manager is Stephens Group, Inc. Its members are Stephens Group,
Inc. and officers and employees of Stephens Group, Inc. and its affiliates.

(iv) Stephens Vascular Options, LLC, is an Arkansas limited liability
company formed as a holding company for an investment in Vascular Solutions
securities, with a business address of 111 Center Street, Little Rock, Arkansas
72201. Its sole manager is Stephens Group, Inc. Its members are officers and
employees of Stephens Group, Inc. and its affiliates, and trusts and
corporations controlled by Stephens family members.

(v) Stephens Investment Partners III LLC is an Arkansas limited
liability company engaged in the business of making private investments, with a
business address of 111 Center Street, Little Rock, Arkansas 72201. Its managers
are Warren Stephens, Wilton R. Stephens, Jr., Curtis F. Bradbury, Jr., Jon E.M.
Jacoby, and Douglas H. Martin. Its members are current and former officers and
employees of Stephens Inc., a second-tier, wholly-owned subsidiary of Stephens
Group, Inc.

(b) Except as described in (c) below, during the past five years, none of
the Reporting Persons or the persons listed as directors, officers or managers
of any of the Reporting Persons have been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) nor been the subject of
any civil judgment, decree or order involving any federal or state securities
laws or his/her compliance therewith.

(c) Stephens Inc., an Arkansas corporation, is a second-tier, wholly-owned
subsidiary of Stephens Group, Inc. and is a broker-dealer firm registered with
the NASD and a member of the New York Stock Exchange. Stephens Inc. served as an
underwriter in the initial public offering of the common stock of Vascular
Solutions. Stephens Inc. will maintain an inventory of Vascular Solutions common
stock from time to time and will be a market maker for Vascular Solutions common
stock. The principal offices of Stephens Inc. are located at 111 Center Street,
Little Rock, Arkansas 72201. During the past five years, Stephens Inc. has not
been convicted in any criminal proceeding. During the past five years, Stephens
Inc. has been 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 in the
following proceedings:

(i) Stephens Inc. entered into a consent order on October 4, 1996 with
the NASD in NASD District 5, Matter Nos. CO5960094, CO5960040 in which the NASD
found that Stephens Inc. had failed to establish, maintain and enforce proper
supervisory procedures to prevent unsuitable trades or over-concentration of
securities in customer accounts, improper communications by unregistered
employees or through unregistered offices of the firm, improper communications
and excessive compensation in connection with the wholesale marketing of certain
mutual funds. Stephens Inc. agreed to engage an independent auditor to review
and recommend improvements in its supervisory systems and procedures and to
implement such improvements in an effort to prevent similar activities in the
future and consented to a fine in connection therewith.

(ii) Stephens Inc. entered into a consent order on September 5, 1997
In the Matter of Stephens Inc., No. FW-2019 before the Securities and Exchange
Commission in which the Commission found that Stephens Inc.'s procedures for
obtaining consent from its advisory customers for transactions in securities in
which Stephens Inc. makes a market did not fully satisfy the requirements of
Section 206(3) of the Investment Advisors Act of 1940 and ordered that Stephens
Inc. cease and desist from its previous method of obtaining consent and utilize
only consents that fully satisfy the requirements of said Section 206(3).

(iii) On August 11, 1997, the Chicago Board Options Exchange entered a
consent order In the Matter of Stephens Inc., File No. 97-0019, in which it
found that Stephens Inc.'s margin system had failed to accurately compute margin
requirements for certain option positions in customer accounts. Stephens Inc.
agreed to engage independent accountants to review its margin system and to make
recommendations to prevent a recurrence of inaccurate margin requirement
computations, in an effort to assure accurate pricing and margin calculations in
the future, and Stephens Inc. consented to a fine in connection therewith.

(iv) In the matter of Escambia County, Stephens Inc. and Bill Bethea,
NASD No. CO5950076, the NASD found that Stephens Inc. had failed to effectively
supervise one of its registered employees in the municipal finance business,
who, without the knowledge of Stephens Inc., had apparently paid a bribe to an
official of a public bond authority. Stephens Inc. consented to a fine in
connection therewith on or about November 15, 1995.

<PAGE> 9

--------------------- ------------------
CUSIP No. 92231M109 Page 9 of 12 Pages
--------------------- ------------------

(v) On or about October 23, 1996, Stephens Inc. entered into a letter
of consent with the NASDR in NASDR Case No. CO5960089, in which it consented to
a fine in connection with an allegation that Stephens Inc. had failed to include
one of its public finance assignments on a Form G-37 report filed with the
Municipal Securities Rulemaking Board ("MSRB").

(vi) On or about May 8, 1997, Stephens Inc. entered into a letter of
consent with the NASDR, in NASDR Case No. CO5970016, in which it consented to a
fine in connection with an allegation that it had failed to include two public
finance assignments on a Form G-37 report filed with the MSRB and that it had
failed to file two Form G-36 reports with the MSRB in connection with two
municipal finance assignments.

(vii) On or about May 21, 1998, Stephens Inc. agreed to submit a
letter of consent with the NASDR consenting to a fine in connection with an
allegation that it had failed to execute five transactions on behalf of public
customers at the best inter-dealer market price as reported by Nasdaq, had
failed to cross two customer orders with limit orders that offered better
prices, and had failed in eight instances to publish, on a timely basis, bids or
offers that reflected customer limit orders that were at prices which would have
improved Stephens' bid or offer in certain securities.

(viii) On November 12, 1998 a civil action was filed by the U.S.
Attorney's Office in the U.S. District Court for the Northern District of
Florida, Case No. 3:98cv448/RV/MD, against Stephens Inc. The matter was settled
pursuant to court order on November 24, 1998. Stephens Inc. was held vicariously
liable on a civil basis under 18 U.S.C. Sections 1341, 1343, 1345 and 1346 for
(i) undisclosed payments made by three former employees to two Florida public
officials in connection with the pursuit of municipal finance business in
Florida; and (ii) a former employee's failure to disclose payments made to an
outside consultant and an employee of another broker dealer in connection with
an offering of the Florida Community Services Corp. of Walton County. Stephens
Inc. paid a $2.25 million civil penalty to the Dept. of Justice, $296,385.90 to
the Escambia County (Florida) Utilities Authority, $53,756.38 to the Osceola
County (Florida) Commission, and $536,529.73 to the Florida Housing Finance
Agency. The firm also agreed to forego any new, negotiated municipal securities
business in Florida for five years, and to forego permanently the use of outside
consultants in connection with the solicitation of municipal bond business.

(ix) On November 23, 1998 the SEC filed an Administrative Proceeding
(File No. 3-9781) against Stephens Inc. which, without admitting or denying the
findings, consented to entry of the findings and the imposition of remedial
sanctions by the SEC. The SEC found: 1) three former employees made undisclosed
payments to three Florida public officials in connection with the firm's
municipal securities activities in Florida between 1992 and 1995; 2) inaccurate
entries were made on the firm's books and records concerning outside municipal
finance consultants, expenses charged to issuers, and the improper reimbursement
of political contribution made by employees of the firm; and 3) the firm failed
to disclose a commission earned on a guaranteed investment contract purchased by
the Cherokee Co. (Ga.) Water & Sewerage Authority in connection with an offering
underwritten by Stephens Inc. Such conduct violated Sections 10(b), 15B(c)(1)
and 17(a) of the Exchange Act and Rules 10b-5 and 17a-3 thereunder, Section
17(a) of the Securities Act, and MSRB Rules G-8, G-17 and G-20. Stephens Inc.
was ordered to: 1) cease and desist from committing violations of Sections
10(b), 15B(c)(1) and 17(a) of the Exchange Act and Rules 10b-5 and 17a-3
thereunder, Section 17(a) of the Securities Act, and MSRB rules G-8, G-17 and
G-20; 2) pay a $2.25 million civil penalty to the Commission; 3) pay $111,019.19
to the Cherokee (Ga.) Water & Sewerage Authority; and 4) retain an independent
consultant to review public finance policies and procedures.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Not applicable.

ITEM 4. PURPOSE OF TRANSACTION

Collectively, Stephens Vascular Preferred, LLC, Stephens Vascular Options,
LLC, and Stephens Investment Partners III LLC beneficially own approximately
21.6% of the outstanding common stock of Vascular Solutions. Stephens Inc., a
wholly-owned second-tier subsidiary of Stephens Group, Inc. and registered
broker-dealer, desires to engage in market-making activities and other principal
transactions in the common stock of Vascular Solutions without the need to
deliver a prospectus under current law and regulations. In order to do so, it is
necessary that Stephens Inc. not be deemed an "affiliate" under the Securities
Act of 1933, as amended (the "Act") and the Exchange Act of 1934, as amended
(the "Exchange Act"). Therefore, the Trust Participants entered

<PAGE> 10

--------------------- -------------------
CUSIP No. 92231M109 Page 10 of 12 Pages
--------------------- -------------------

into the Voting Trust Agreement because the relationships among them, Stephens
Inc. and Vascular Solutions may create an inference that Stephens Inc. is an
"affiliate" of Vascular Solutions under the Act and the Exchange Act.

Stephens Inc., a wholly-owned second-tier subsidiary of Stephens Group,
Inc., intends to make a market in Vascular Solutions common stock and in this
capacity will acquire and disposes of securities of Vascular Solutions. Stephens
Inc. and the other underwriters in the initial public offering of the common
stock of Vascular Solutions were granted an option exercisable for 30 days from
the date of the prospectus, to purchase, collectively, up to 525,000 additional
shares of common stock at the public offering price less the underwriting
discount, solely for the purpose of covering over-allotments in connection with
the offering. In the event this option is exercised, Stephens Inc. will be
obligated, subject to certain conditions, to purchase a number of additional
shares approximately proportionate to its initial purchase commitment.

James O. Jacoby, Jr., an officer of Stephens Inc., serves on the board of
directors of Vascular Solutions.

Except as set forth above, the Reporting Persons have no current plans or
proposals to effect any transactions described in subparagraphs (a) through (j)
of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) The following table discloses the ownership of the common stock of
Vascular Solutions by the Reporting Persons and their respective directors,
managers, and executive officers:

<TABLE>
<CAPTION>
Percent of
Number of Outstanding
Name Shares Shares Voting Power Investment Power
---- --------- ----------- ------------ ----------------
<S> <C> <C> <C> <C>
James Sommers, Voting Trustee of Vascular Voting Trust 2,717,180 21.6 Sole: 2,717,180 -0-

Stephens Group, Inc.(1) 2,707,780 21.6 -0- Shared: 2,707,180

Stephens Vascular Preferred, LLC 1,821,466 14.5 -0- Shared: 1,821,466

Stephens Vascular Options, LLC 885,714 7.1 -0- Shared: 885,714

Stephens Investment Partners III LLC(2) 10,000 -0- -0- Shared: 10,000

Jackson T. Stephens -0- -0- -0- -0-

Bess C. Stephens -0- -0- -0- -0-

Warren A. Stephens(3) 10,000 -0- -0- Shared: 10,000

Wilton R. Stephens, Jr.(3) 10,000 -0- -0- Shared: 10,000

Jon E.M. Jacoby(3) 10,000 -0- -0- Shared: 10,000

Vernon J. Giss -0- -0- -0- -0-

Craig D. Campbell -0- -0- -0- -0-

William Walker -0- -0- -0- -0-

Douglas H. Martin(3) 10,000 -0- -0- Shared: 10,000

Curtis F. Bradbury, Jr.(3) 10,000 -0- -0- Shared: 10,000
</TABLE>

(1) Includes shares beneficially owned by Stephens Vascular Preferred,
LLC and Stephens Vascular Options, LLC. Stephens Group, Inc. is sole manager of
both companies and the owner of an 88% membership interest in Stephens Vascular
Preferred, LLC.

(2) Represents shares subject to currently exercisable options.

(3) Represents shares subject to currently exercisable options
beneficially owned by Stephens Investment Partners III LLC. of which this
person is a manager.

<PAGE> 11

--------------------- -------------------
CUSIP No. 92231M109 Page 11 of 12 Pages
--------------------- -------------------

(b) Stephens Inc., the second-tier wholly owned subsidiary of Stephens
Inc., owns 186 shares of the common stock of Vascular Solutions. Stephens Inc.
expressly disclaims membership in any group pursuant to Regulation 13D.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER

The terms of the Voting Trust Agreement to which each of the Trust
Participants is a party provide that the Voting Trustee shall vote the shares of
common stock of Vascular Solutions held by the voting trust "for" or "against"
any proposal or other matter submitted to the shareholders of Vascular Solutions
for approval in the same proportion as the votes cast "for" or "against" such
proposal or other matter by all other shareholders, not counting abstentions.
The Voting Trust Agreement further provides that the Voting Trustee shall not
abstain from voting any shares of common stock of Vascular Solutions held by the
voting trust. No person other than the Voting Trustee shall have any voting
rights with respect to the shares of common stock of Vascular Solutions held by
the voting trust.

The terms of the Voting Trust Agreement also provide that the Trust
Participants may transfer shares of Vascular Solutions held by the voting trust
to any person that is an "affiliate" of Stephens Inc. under the Act or the
Exchange Act only if the shares so transferred remain deposited in and subject
to the terms of the voting trust. The Trust Participants may transfer shares of
Vascular Solutions held by the voting trust to any person who is not an
"affiliate" of Stephens Inc. under the Act or the Exchange Act if the transfer
is approved by a majority of the board of directors of Vascular Solutions
(excluding any member of the board of directors of Vascular Solutions who is an
affiliate, employee, officer, director, general partner or agent of Stephens
Inc. or Stephens Group, Inc.). The Trust Participants need not obtain approval
of the board of directors of Vascular Solutions if the proposed transfer is (i)
a bona fide gift or charitable donation, or (ii) a sale or transfer (a)
permissible under Rule 144 of the Act (provided such sales comply with the
provisions of subparagraphs (d), (e) and (f) of Rule 144 and that all sales or
transfers by all Trust Participants occurring within any three-month period
shall be aggregated for purposes of determining the applicable volume limitation
under Rule 144(e)), or (b) in connection with a business combination, tender
offer or other fundamental corporate transaction under which a third-party
acquirer obtains control of Vascular Solutions (other than solely through the
purchase of the shares held under the voting trust).

The Voting Trust Agreement expires on the earlier of (i) June 2010,
(ii) the transfer of all of the shares of common stock of Vascular Solutions
held by the voting trust under circumstances not requiring such shares to be
subject to the Voting Trust Agreement, (iii) delivery to the Voting Trustee of a
certificate of Stephens Inc. that Stephens Inc. no longer engages in
market-making activities and other principal transactions in the common stock of
Vascular Solutions and will not do so without an opinion of counsel that
Stephens Inc. is not an "affiliate" of Vascular Solutions under the Act or the
Exchange Act, (iv) the delivery to the Voting Trustee of a certificate of
Stephens Inc. that a shelf registration statement for Vascular Solutions
registering the market-making activities and other principal transactions of
Stephens Inc. has been filed with and declared effective by the U.S. Securities
and Exchange Commission and that Stephens Inc. undertakes to deliver a
prospectus with the confirmation of each sale by it as principal, or (v)
delivery to the Voting Trustee of an opinion of counsel that Stephens Inc. would
not be deemed an "affiliate" of Vascular Solutions under the Act or the Exchange
Act upon termination of the Voting Trust Agreement.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

(a) Voting Trust Agreement dated as of July 14, 2000 among James Sommers,
as Voting Trustee, and the Trust Participants listed in Item 2.

(b) Agreement to File Joint Schedule 13D

<PAGE> 12

--------------------- -------------------
CUSIP No. 92231M109 Page 12 of 12 Pages
--------------------- -------------------

SIGNATURES

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.

Vascular Voting Trust

By: /s/ JAMES SOMMERS
------------------------------------
James Sommers, Voting Trustee

Stephens Group, Inc.

By: /s/ WARREN A. STEPHENS
------------------------------------
Warren A. Stephens, President

Stephens Vascular Preferred, LLC

By: Stephens Group, Inc., sole Manager

By: /s/ WARREN A. STEPHENS
-------------------------------
Warren A. Stephens, President

Stephens Vascular Options, LLC

By: Stephens Group, Inc., sole Manager

By: /s/ WARREN A. STEPHENS
-------------------------------
Warren A. Stephens, President

Stephens Investment Partners III LLC

By: /s/ WARREN A. STEPHENS
------------------------------------
Warren A. Stephens, Manager

By: /s/ WILTON R. STEPHENS
------------------------------------
Wilton R. Stephens, Jr., Manager

By: /s/ JON E.M. JACOBY
------------------------------------
Jon E.M. Jacoby, Manager

By: /s/ CURTIS F. BRADBURY
------------------------------------
Curtis F. Bradbury, Jr., Manager

By: /s/ DOUGLAS H. MARTIN
------------------------------------
Douglas H. Martin, Manager

<PAGE> 13
INDEX TO EXHIBITS

EXHIBIT
NUMBER DESCRIPTION
-------- -----------
<S> <C>
A Voting Trust Agreement
B Agreement To File Joint Schedule 13D
</TABLE>