<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WasChington, D.C. 20549
--------------------
SCHEDULE 13D
(Rule 13d -101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. 1 )*
1-800 CONTACTS, INC.
------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
------------------------------------------
(Title of Class of Securities)
681977104
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(CUSIP Number)
Donald A. Yacktman
Yacktman Asset Management
303 West Madison Street
Chicago, Illinois 60606
312/201-1200
------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 29, 1998
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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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 10 Pages
- --------------------
*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>
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CUSIP NO. 681977104 13D PAGE 2 OF 10 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1
Yacktman Family Trust
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
South Dakota
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 430,000 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0 (See Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 430,000 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
430,000 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.7% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
OO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 681977104 13D PAGE 3 OF 10 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1
Carolyn Z. Yacktman
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 442,000 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0 (See Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 442,000 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
442,000 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.9% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 681977104 13D PAGE 4 OF 10 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1
Donald A. Yacktman
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 104,000 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
442,000 (See Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 104,000 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
442,000 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
546,000 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.5% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 to Schedule 13D amends and restates in its entirety
the Schedule 13D, dated October 9, 1998, to read as follows:
Item 1. Security and Issuer.
The name of the issuer is 1-800 CONTACTS, INC., a Delaware corporation (the
"Issuer"). The address of the Issuer's offices is 66 East Wadsworth Park Drive,
3/rd/ Floor, Draper, Utah 84020. This Schedule 13D Statement (this "Statement")
relates to the Issuer's Common Stock, $0.01 par value (the "Common Stock").
Item 2. Identity and Background.
(a) - (c), (f). This Statement is being jointly filed by each of the
following persons pursuant to Rule 13d-1(f) promulgated by the Securities and
Exchange Commission (the "Commission") pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"): (i) Yacktman Family
Trust, a trust created under the laws of the State of South Dakota (the
"Trust"), by virtue of its direct beneficial ownership of 430,000 shares of
Common Stock; (ii) Carolyn Z. Yacktman, by virtue of Mrs. Yacktman serving as a
trustee of the Trust and having the sole power to vote and dispose of the shares
held by the Trust and her indirect beneficial ownership of 12,000 shares of
Common Stock in her capacity as custodian for her three minor sons under the
Uniform Gifts to Minors Act; and (iii) Donald A. Yacktman, by virtue of being
the spouse of Carolyn Z. Yacktman and his direct beneficial ownership of 100,000
shares of Common Stock and 4,000 shares of Common Stock in his capacity as
trustee of the Eugenia Aronold Trust, dated July 29, 1997 ("Aronold Trust").
Attached as Exhibit A hereto, which is incorporated by reference herein, is an
agreement among Donald A. Yacktman, Carolyn Z. Yacktman and the Yacktman Family
Trust that this Statement is filed on behalf of each of them. The Trust and Mr.
and Mrs. Yacktman are sometimes collectively referred to herein as the
"Reporting Persons." The filing of this Statement shall not be construed as an
admission by Mr. Yacktman that he is, for the purpose of Section 13(d) or 13(g)
of the Exchange Act or otherwise, the beneficial owner of any of the shares of
Common Stock beneficially owned by Mrs. Yacktman.
The Trust was formed under the laws of the State of South Dakota and its
address is c/o Citicorp Trust South Dakota, 701 East 60/th/ Street North, Sioux
Falls, South Dakota 57117. Carolyn Z. Yacktman, Gregory L. Jackson and Citicorp
Trust-South Dakota serve as trustees under the Trust. Mr. Jackson is a citizen
of the United States with his principal business address at 303 W. Madison
Street, Suite 1925, Chicago, Illinois 60606. Citicorp Trust-South Dakota is a
corporation incorporated under the laws of the State of South Dakota with its
principal business address at 701 East 60/th/ Street North, Sioux Falls, South
Dakota 57117.
Carolyn Z. Yacktman is a citizen of the United States with her principal
residence at 2826 North Elm Lane, Arlington Heights, Illinois 60004. Mrs.
Yacktman is not employed.
Donald A. Yacktman is a citizen of the United States with his principal
business address at 303 W. Madison Street, Suite 1925, Chicago, Illinois 60606.
Mr. Yacktman is the President and Chief Investment Officer of Yacktman Asset
Management Co., which is an investment advisor registered under Section 203 of
the Investment Advisors Act of 1940.
Page 5 of 10 Pages
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Information with respect to each of the Reporting Persons is given solely
by such Reporting Person, and no Reporting Person assumes responsibility for the
accuracy or completeness of information given by another Reporting Person. By
their signature on this Statement, each of the Reporting Persons agrees that
this Statement is filed on behalf of such Reporting Person.
The Reporting Persons may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Act. The Reporting Persons expressly disclaim that they
have agreed to act as a group other than as described in this Statement.
(d). During the past five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e). During the past five years, none of the Reporting Persons was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activity subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
All securities reported as beneficially owned by the Trust on this
Statement were purchased by the Trust using assets of the Trust. Mrs. Yacktman
used personal funds to purchase the 12,000 shares of Common Stock held by her as
custodian for her minor sons. Mr. Yacktman used personal funds to purchase the
100,000 shares of Common Stock individually owned by him. Mr. Yacktman used
assets of the Aronold Trust to purchase the 4,000 shares of Common Stock held by
the Aronold Trust.
Item 4. Purpose of Transaction.
Each of the Reporting Persons has acquired the shares of Common Stock
beneficially owned by it, him or her for investment purposes and may acquire
additional shares, or dispose of some or all of the shares of Common Stock, from
time to time, depending upon price and market conditions, evaluation of
alternative investments and other factors.
Mr. Donald A. Yacktman and his son, Stephen A. Yacktman, currently serve on
the Issuer's Board of Directors. In such capacities, Mr. Yacktman and his son
have the power of influencing the management of the Issuer as to various
business and corporate matters.
Item 5. Interest in Securities of the Issuer.
(a) As of October 9, 1998, each of the Reporting Persons named in Item 2
beneficially owned the aggregate number and percentage of the shares
of Common Stock set forth below:
Page 6 of 10 Pages
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<TABLE>
<CAPTION>
No. of Percent of
------ ----------
Reporting Person Shares Class
---------------- ------ -----
<S> <C> <C>
Yacktman Family Trust.......... 430,000 6.7%
Carolyn Z. Yacktman............ 442,000 6.9%
Donald A. Yacktman............. 546,000 8.5%
</TABLE>
(b) The Trust has sole power to vote or to direct the vote of 430,000
shares of Common Stock, and the sole power to dispose or to direct
the disposition of 430,000 shares of Common Stock.
Carolyn Z. Yacktman, in her capacity as a trustee of the Trust, has
the sole power to vote or to direct the vote of 430,000 shares of
Common Stock, and the sole power to dispose or to direct the
disposition of 430,000 shares of Common Stock. In addition, Mrs.
Yacktman, in her capacity as custodian for her three minor children,
has the sole power to vote or to direct the vote of 12,000 shares of
Common Stock, and the sole power to dispose or to direct the
disposition of 12,000 shares of Common Stock.
Donald A. Yacktman has sole power to vote or to direct the vote of
100,000 shares of Common Stock, and the sole power to dispose or to
direct the disposition of 100,000 shares of Common Stock. In
addition, Mr. Yacktman, in his capacity as trustee of the Aronold
Trust, has the sole power to vote or to direct the vote of 4,000
shares of Common Stock, and the sole power to dispose or to direct the
disposition of 4,000 shares of Common Stock. By virtue of his
relationship with Carolyn Z. Yacktman, Mr. Yacktman may be deemed to
share voting and dispositive power with respect to the 430,000 shares
of Common Stock held by the Trust and the 12,000 shares of Common
Stock held by her as custodian of her three minor children. The
filing of this Statement shall not be construed as an admission by Mr.
Yacktman that he is, for the purpose of Section 13(d) or 13(g) of the
Exchange Act or otherwise, the beneficial owner of any of the shares
of Common Stock beneficially owned by Mrs. Yacktman.
(c) During the 60 day period ended as of the date hereof, the Reporting
Persons have acquired shares of Common Stock in open market
transactions as follows:
<TABLE>
<CAPTION>
No. of Price Per
Reporting Person Date Shares Share
---------------- ---- ------ -----
<S> <C> <C> <C>
</TABLE>
Page 7 of 10 Pages
<PAGE>
<TABLE>
<S> <C> <C> <C>
Yacktman Family Trust and Carolyn
Z. Yacktman....................... 8/13/98 25,000 $6.06
8/14/98 10,000 $6.00
8/18/98 5,000 $6.06
8/26/98 12,000 $5.75
9/29/98 133,523 $6.00
Donald A. Yacktman................ 9/18/98 4,000 $5.88
9/30/98 100,000 $5.94
</TABLE>
(d) Not applicable.
(e) Not applicable.
All such ownership percentages of the shares of Common Stock reported
herein are based upon 6,430,568 shares of Common Stock outstanding as of June
30, 1998, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with
the Commission on August 18, 1998 for the fiscal quarter ended July 4, 1998.
No person other than the Reporting Persons has the right to receive or the
power to direct the receipt of dividends from or the proceeds from the sale of
the Common Stock owned beneficially by any of the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Except as otherwise described herein, none of Donald A. Yacktman, Carolyn
Z. Yacktman or the Trust, nor, to the best knowledge of the undersigned, any
other person named in Item 2 hereof, has any contract, arrangement,
understanding or relationship with respect to any securities of 1-800 CONTACTS,
INC.
Item 7. Materials to be Filed as Exhibits.
Exhibit A: Agreement of Joint Filing, dated as of October 9, 1998,
among the Trust, Carolyn Z. Yacktman and Donald A.
Yacktman.
Page 8 of 10 Pages
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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.
Date: October 12, 1998
YACKTMAN FAMILY TRUST
By: /s/ Carolyn Z. Yacktman
-------------------------------
Name: Carolyn Z. Yacktman
Title: Trustee
/s/ Carolyn Z. Yacktman
----------------------------------------
Carolyn Z. Yacktman
/s/ Donald A. Yacktman
----------------------------------------
Donald A. Yacktman
Page 9 of 10 Pages
<PAGE>
EXHIBIT A
AGREEMENT dated as of October 9, 1998 by and among Donald A. Yacktman
("Yacktman"), Carolyn Z. Yacktman (the "Trustee") and the Yacktman Family Trust
(the "Trust").
WHEREAS, in accordance with Rule 13d-1(f) of the Securities Exchange Act of
1934 (the "Act"), only one such statement need be filed whenever two or more
persons are required to file a statement pursuant to Section 13(d) of the Act
with respect to the same securities, provided that said persons agree in writing
that such statement is filed on behalf of each of them.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
Each of Yacktman, Trustee and Trust does hereby agree, in accordance with
Rule 13d-1(f) under the Act, to file one Statement on Schedule 13D relating to
their ownership of the Common Stock of 1-800 CONTACTS, INC., and does hereby
further agree that said Statement shall be filed on behalf of each of Yacktman,
Trustee and Trust. Nothing herein shall be deemed to be an admission that the
parties hereto, or any of them, are members of a "group" (within the meaning of
Section 13(d) of the Act and the rules promulgated thereunder) with respect to
any securities of 1-800 CONTACTS, INC.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
YACKTMAN FAMILY TRUST
By: /s/ Carolyn Z. Yacktman
-------------------------------------
Name: Carol Z. Yacktman
Title: Trustee
/s/ Donald A. Yacktman
--------------------------------------------
Donald A. Yacktman
/s/ Carolyn Z. Yacktman
--------------------------------------------
Carolyn Z. Yacktman
Page 10 of 10 Pages
