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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
KIDS STUFF, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
49380U-10-0
(CUSIP Number)
STEVEN MORSE, ESQ., LESTER MORSE P.C., 111 GREAT NECK RD., GREAT NECK, NY 11021
(516-487-1446)
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
OCTOBER 4, 1999
(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
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 ("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>
SCHEDULE 13D
CUSIP No. 49380U-10-0 Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Duncan Hill, Inc. ID# 34-1229487
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)|X|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 7,188,075 (includes 5,000,000 shares of
BENEFICIALLY Non-Convertible Voting Series A Preferred Stock)
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
7,188,075 (includes 5,000,000 shares of
Non-Convertible Voting Series A Preferred Stock)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,188,075 (includes 5,000,000 shares of Non-Convertible Voting
Series A Preferred Stock)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
Excludes shares beneficially owned by William L. Miller and Jeanne E. Miller.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.4%
14 TYPE OF REPORTING PERSON*
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>
SCHEDULE 13D
CUSIP No. 49380U-10-0 Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William L. Miller ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)|X|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
U.S.A.
7 SOLE VOTING POWER
NUMBER OF
SHARES 100,000
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
100,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
Excludes shares beneficially owned by Jeanne E. Miller and Duncan Hill, Inc.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 49380U-10-0 Page 4 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jeanne E. Miller ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)|X|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
U.S.A.
7 SOLE VOTING POWER
NUMBER OF
SHARES 200,000
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
200,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
Excludes shares beneficially owned by William L. Miller and Duncan Hill, Inc.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5 .4%
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 49380U-10-0 Page 5 of 7 Pages
ITEM 1. Security and Issuer
This statement relates to the Common Stock of Kids Stuff, Inc. (the
"Issuer"). The Issuer's executive office is located at 7835 Freedom Avenue,
N.W., North Canton, OH 44720.
ITEM 2. Identity and Background
DUNCAN HILL, INC.
(a) Duncan Hill, Inc.
(b) 7835 Freedom Avenue, N.W.
North Canton, OH 44720
(c) Principal stockholder of the Issuer.
(d) Not applicable.
(e) Not applicable.
(f) Delaware
WILLIAM L. MILLER
(a) William L. Miller
(b) c/o Kids Stuff, Inc.
7835 Freedom Avenue, N.W.
North Canton, OH 44720
<PAGE>
SCHEDULE 13D
CUSIP No. 49380U-10-0 Page 6 of 7 Pages
(c) Chief Executive Officer of The Havana Group, Inc. and Kids Stuff, Inc.
(d) Not applicable.
(e) Not applicable.
(f) U.S.A.
JEANNE E. MILLER
(a) Jeanne E. Miller
(b) c/o Kids Stuff, Inc.
7835 Freedom Avenue, N.W.
North Canton, OH 44720
(c) President of Kids Stuff, Inc.
(d) Not applicable.
(e) Not applicable.
(f) U.S.A.
ITEM 3. Source and Amount of Funds or Other Consideration
Not Applicable.
ITEM 4. Purpose of Transactions
Not Applicable.
ITEM 5. Interest in Securities of the Issuer
(a) - (b) As of November 30, 1999, William L. Miller and Jeanne E. Miller
beneficially owned options to purchase 100,000 shares and 200,000 shares,
respectively, of the Issuer's Common Stock, which constituted 2.8% and 5.4%,
respectively, of the Issuer's outstanding Common Stock. The Millers each have
the sole power to vote and to dispose of the shares owned by each respective
person. Duncan Hill, Inc. owns 5,000,000 shares of Series A Non-Convertible
Voting Preferred Stock. Each share of Series A Preferred Stock is entitled to
vote as a class with the Common Stock, except where Delaware Law provides
otherwise. Duncan Hill also owns 2,188,075 shares of the Issuer's Common Stock
which, together with the Preferred Stock, gives Duncan Hill the sole power to
vote and to dispose of 7,188,075 shares of the Issuer's Common Stock, which
constitutes 84.4% of the Issuer's outstanding stock. Mr. and Mrs. Miller control
approximately 68% of the outstanding capital stock of Duncan Hill, Inc.
<PAGE>
SCHEDULE 13D
CUSIP No. 49380U-10-0 Page 7 of 7 Pages
(c) On October 4, 1999 Duncan Hill, Inc. sold 63,000 shares of
the Issuer's Common Stock at a price of $1.375 per share in
the open market. In September 1999, the Issuer granted Jeanne
Miller ten-year options to purchase 200,000 shares at an
exercise price of $1.33 per share in replacement of an
identical number of options that were exercisable at higher
prices.
(d) - (e) Not Applicable
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities of the Issuer
Not Applicable.
ITEM 7. Materials to be filed as Exhibits
Not applicable
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: November 30, 1999
Reporting Person: Duncan Hill, Inc.
SIGNATURE BY: /S/ WILLIAM L. MILLER, CHIEF EXECUTIVE OFFICER
(authorized officer)
Reporting Person: William L. Miller
SIGNATURE /S/ WILLIAM L. MILLER
Reporting Person: Jeanne E. Miller
SIGNATURE /S/ JEANNE E. MILLER
