United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Advantage Learning Systems, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
00757K100
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(CUSIP Number)
December 31, 1999
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(Date of Event Which Requires Filing of this Amendment)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
* The remainder of this cover page shall be filled
out for a reporting person's initial filing in this
form with respect to the subject class of securities,
and for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
The information required in 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.
<PAGE>
Schedule 13G
CUSIP No. 00757K100
1. NAME OF REPORTING PERSON.
Terrance D. Paul
S.S. or IRS IDENTIFICATION NO. OF ABOVE PERSON.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) [ ]
(b) [ ]
3. SEC USE ONLY.
4. CITIZENSHIP OR PLACE OF ORGANIZATION.
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER.
12,320,052*
6. SHARED VOTING POWER.
27,900**
7. SOLE DISPOSITIVE POWER.
12,320,052*
8. SHARED DISPOSITIVE POWER.
27,900**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
12,347,952*
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES.
X*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9).
36.12%**
12 TYPE OF REPORTING PERSON.
IN
* Does not include 12,320,052 shares of Advantage
Learning Systems, Inc. Common Stock, $0.01 par value
per share ("Common Stock"), beneficially owned by
reporting person's spouse. Reporting person
disclaims beneficial ownership of all such shares.
** Shares of Common Stock held in a charitable
foundation. Reporting person shares voting and
dispositive power over such shares with his spouse.
Such shares have also been reported as beneficially
owned by reporting person's spouse in a separate
filing.
*** Together, reporting person and his spouse
beneficially own approximately 72.24% of the Common
Stock outstanding.
<PAGE>
Schedule 13G
CUSIP No. 00757K100
ITEM 1(a). NAME OF ISSUER
Advantage Learning Systems, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
2911 Peach Street
Wisconsin Rapids, Wisconsin 54995-8036
ITEM 2(a). NAME OF PERSON FILING
Terrance D. Paul
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
2911 Peach Street
Wisconsin Rapids, Wisconsin 54995-8036
ITEM 2(c). CITIZENSHIP
U.S.A.
ITEM 2(d). TITLE OR CLASS OF SECURITIES
Common Stock, $.01 par value
ITEM 2(e). CUSIP NUMBER
00757K100
ITEM 3.
N/A
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned: 12,347,952*
(b) Percent of Class: 36.12%***
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote: 12,320,052*
(ii) shared power to vote or direct the vote: 27,900**
(iii) sole power to dispose or to direct the disposition
of:12,320,052*
(iv) shared power to dispose or to direct the disposition
of: 27,900**
* Does not include 12,320,052 shares of Advantage
Learning Systems, Inc. Common Stock, $0.01 par value
per share ("Common Stock"), beneficially owned by
reporting person's spouse. Reporting person
disclaims beneficial ownership of all such shares.
** Shares of Common Stock held in a charitable
foundation. Reporting person shares voting and
dispositive power over such shares with his spouse.
Such shares have also been reported as beneficially
owned by reporting person's spouse in a separate
filing.
*** Together, reporting person and his spouse
beneficially own approximately 72.24% of the Common
Stock outstanding.
<PAGE>
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the
fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following[ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
ITEM 10. CERTIFICATION
N/A
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 as of the 5th day of February, 2000.
/s/ Terrance D. Paul
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Terrance D. Paul
