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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Wells-Gardner Electronics Corporation
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
949765101
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(CUSIP Number)
Austin L. Hirsch
Sachnoff & Weaver, Ltd., 30 South Wacker Drive, Suite 2900, Chicago,IL 60606
Phone Number:(312)207-6467
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 30, 1999
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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 which 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.
*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).
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CUSIP NO. 949765101 13D PAGE 2 OF 14 PAGES
--------------------- -- --
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1 NAMES OF REPORTING PERSONS
James J. Roberts, Jr., individually and as Trustee of the James J. Roberts
Trust UTA Dated 01-23-91
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [O]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [O]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
589,856
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
24,333
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
589,856
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
630,303
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [O]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP NO. 949765101 13D PAGE 3 OF 14 PAGES
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1 NAMES OF REPORTING PERSONS
James Industries, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [O]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [O]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
630,303
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
630,303
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [O]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP NO. 949765101 13D PAGE 4 OF 14 PAGES
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1 NAMES OF REPORTING PERSONS
John R. Blouin
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [O]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [O]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
NUMBER OF
24,333
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
589,856
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
24,333
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
630,303
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [O]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (the "Schedule 13D") relates to shares of
Common Stock, par value $1.00 per share (the "Common Stock"), of Wells-Gardner
Electronics Corporation ("Wells-Gardner"), which has its principal office at
2701 North Kildare Avenue, Chicago, Illinois 60639.
ITEM 2. IDENTITY AND BACKGROUND
The following is a description of each of the persons filing this
Schedule 13D (each, a "Reporting Person"). The business address of each
Reporting Person is 1619 Colonial Parkway, Inverness, Illinois 60067. Each
individual Reporting Person is a citizen of the United States. During the last
five years, none of the Reporting Persons nor, to the knowledge of the corporate
Reporting Person, any of its executive officers or directors, have (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is 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 violations with respect to such laws.
(a) James J. Roberts, Jr. individually and as trustee of the James J.
Roberts Trust UTA Dated 01-23-91 (the "Trust").
James J. Roberts, Jr. is the Chief Executive Officer and Treasurer
and sole member of the Board of Directors of James Industries and a director of
Wells-Gardner.
(b) James Industries, Inc.
James Industries, an Illinois corporation, is a sales
representative organization serving the electronics and computer industries.
The principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is
conducted of each executive officer and director of James Industries are set
forth in Appendix A.
(c) John R. Blouin is the President of James Industries, Inc. and a
director of Wells-Gardner.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
N/A
ITEM 4. PURPOSE OF TRANSACTION
Each of the Reporting Persons acquired the shares of Common Stock
beneficially owned by it for investment purposes. The Voting Rights Agreement
(as defined below) was entered into by the Reporting Persons for the purpose of
pooling their votes for the election of directors for Wells-Gardner.
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The Reporting Persons have no present plans or proposals which relate to
or would result in any of the following: (i) the acquisition by any person of
additional securities of Wells-Gardner, or the disposition of the securities of
Wells-Gardner; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Wells-Gardner or any of its
subsidiaries; (iii) a sale or transfer of a material amount of the assets of
Wells-Gardner or any of its subsidiaries; (iv) any change in the present board
of directors or management of Wells-Gardner, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board, except as noted below; (v) any material change in Wells-Gardner's
business or corporate structure; (vi) any material change in the present
capitalization or dividend policy of Wells-Gardner; (vii) any other material
change in Wells-Gardner's business or corporate structure; (viii) changes in
Wells-Gardner's articles of incorporation, bylaws, or instruments corresponding
thereto or other actions which may impede the acquisition of control of
Wells-Gardner by any person; (ix) causing a class of securities of Wells-Gardner
to be delisted from a national securities exchange or to cease to be authorized
or to be quoted in an inter-dealer quotation system of a registered national
securities association; (x) a class of equity securities of Wells-Gardner
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or (xi) any action similar
to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
To the extent that the responses in this Item 5 relate to persons other
than the Reporting Persons, such responses are qualified in that they are made
to the best knowledge of the Reporting Persons.
The percentage calculations set forth in this Item 5 are based on
4,516,465 shares of Common Stock outstanding as of July 31, 1999.
Mr. Roberts beneficially owns directly (i) 34,420 shares of Common Stock
individually, including 28,011 shares of Common Stock issued as a dividend on
April 13, 1999, 400 shares issued as of May 1, 1999 and 809 shares issued as of
September 1, 1999; (ii) 16,114 shares of Common Stock that may be acquired
within 60 days pursuant to outstanding stock options, and (iii) 555,436 shares
of Common Stock as trustee of the Trust. The 605,970 shares of Common Stock
beneficially owned by Mr. James represent approximately 13.4% of the outstanding
Common Stock as of July 31, 1999. Including the 24,333 shares of Common Stock
beneficially owned by the other Reporting Persons, Mr. Roberts may be deemed to
beneficially own 14.0% of the outstanding Common Stock as of July 31, 1999.
Mr. Roberts has the sole power to dispose of or to direct the
disposition of 589,856 shares of Common Stock. The power to vote or direct the
vote of such shares is shared pursuant to the Voting Rights Agreement (as
defined below).
James Industries does not directly own any shares of Common Stock.
Including the 630,303 shares of Common Stock owned by the other Reporting
Persons, James Industries may be deemed to beneficially own 13.6% of the
outstanding Common Stock as of July 31, 1999.
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James Industries does not have the sole power to dispose of or direct
the disposition of any shares of Common Stock.
Mr. Blouin beneficially owns directly (i) 24,333 shares of Common Stock,
including 1,100 shares of Common Stock owned by him in joint tenancy, 1,075
shares of Common Stock issued as a dividend on April 13, 1999, 400 shares issued
as of May 1, 1999 and 1,358 shares issued as of September 1, 1999; and (ii)
16,114 shares of Common Stock that may be acquired within 60 days pursuant to
outstanding stock options. The 40,447 shares of Common Stock beneficially owned
by Mr. Blouin represent less than one percent of the outstanding Common Stock as
of July 31, 1999. Including the 589,856 shares of Common Stock beneficially
owned by the other Reporting Persons, Mr. Blouin may be deemed to beneficially
own 14.0% of the outstanding Common Stock as of July 31, 1999.
Mr. Blouin has the sole power to dispose of or to direct the disposition
of 24,333 shares of Common Stock. The power to vote or direct the vote of such
shares is shared pursuant to the Voting Rights Agreement (as defined below).
Except as noted above, the Reporting Persons have not, and to the best
knowledge of James Industries, none of the persons listed in Appendix A hereto
has, effected any transactions in shares of Common Stock during the past 60
days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Beneficial ownership of the shares of Common Stock was acquired pursuant
to a Voting Rights Agreement executed by and among each of the Reporting Persons
and Wells-Gardner on August 30, 1999 (the "Voting Rights Agreement"), whereby
the Reporting Persons agreed to vote their shares of Common Stock at each
election of directors for such slate of nominees as the Executive Committee of
the Wells-Gardner Board of Directors shall designate, provided that neither Mr.
Blouin nor Mr. Roberts shall be a nominee, stand for election or serve as a
member of the Board of Directors.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Written agreement relating to the filing of joint
acquisition statements as required by Rule 13d-1(k).
Exhibit 2 Voting Rights Agreement dated as of the 30th day of August,
1999, by and among each of the Reporting Persons and Wells-Gardner.
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SIGNATURE
After reasonable inquiry to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated: October 29, 1999
JOHN R. BLOUIN
/s/ John R. Blouin
SIGNATURE
After reasonable inquiry to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated: October 29, 1999
JAMES INDUSTRIES, INC.
/s/ John R. Blouin
Name: John R. Blouin
Title: President
SIGNATURE
After reasonable inquiry to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated: October 29, 1999
JAMES J. ROBERTS, JR., INDIVIDUALLY
AND AS TRUSTEE OF THE JAMES J.
ROBERTS, JR. TRUST UTA DATED
01-23-91
/s/ James J. Roberts
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See U.S.C. 1041)
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EXHIBIT 1
AGREEMENT REGARDING JOINT FILING OF SCHEDULE 13D
The undersigned agree that the Statement on Schedule 13D to which this
Agreement is attached is filed on behalf of each one of them pursuant to Rule
13d-1(k)(1)(iii). This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which shall together
constitute one instrument.
Dated: October 29, 1999 JOHN R. BLOUIN
/s/ John R. Blouin
--------------------------
JAMES INDUSTRIES, INC.
/s/ John R. Blouin
--------------------------
Name: John R. Blouin
Title: President
JAMES J. ROBERTS, JR.
INDIVIDUALLY AND AS
TRUSTEE OF THE JAMES J.
ROBERTS, JR. TRUST UTA
DATED 01-23-91
/s/ James J. Roberts, Jr.
--------------------------
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VOTING RIGHTS AGREEMENT
This AGREEMENT dated as of the 30th day of August, 1999, by and among
John R. Blouin ("Blouin"), Wells-Gardner Electronics Corporation, an Illinois
Corporation (the "Company"), James Industries, Inc., an Illinois corporation
("JI"), and James J. Roberts, Jr. individually and as trustee of the James J.
Roberts, Trust, UTA Dated 01-23-91 (collectively, "Roberts") (each of Blouin, JI
and Roberts, a "Shareholder");
WHEREAS, Roberts and Blouin own beneficially all of the outstanding
Capital Stock of JI and Roberts owns beneficially 588,647 of the issued and
outstanding Common Shares of the Company (which Common Shares, together with any
Common Shares of the Company hereafter acquired by Roberts of JI are hereinafter
referred to as "Roberts' Common Shares");
WHEREAS, all of such Roberts' Common Shares are pledged to various
pledgees as collateral for loans; and
WHEREAS, the Shareholders deem it to be in their mutual best interest
and in the best interests of all of the Company's shareholders that an agreement
be entered into concerning the voting of the parties' Common Shares for the
directors of the Company; and
WHEREAS, the Company is amending its Sales Representative Agreement (the
"Representative Agreement") with JI, Roberts and Blouin concurrently with the
execution hereof;
NOW, THEREFORE, in consideration of the premises, mutual covenants and
agreements contained herein, it is hereby agreed as follows:
1. Voting For Directors.
(a) Until Termination of the Representative Agreement (as hereinafter
defined) or December 31, 2003, whichever shall first occur, the Shareholders
shall vote (and, if applicable, shall direct all pledgees to vote) their Common
Shares of the Company at every election of the directors of the Company, for the
election of such slate of nominees as the nominating committee of the Board of
Directors (or if there is no nominating committee, then such other committee, or
the Board of Directors, as the case may be, performing such function) shall
designate. Until Termination of the Representative Agreement or December 31,
2003, whatever shall first occur, neither Roberts nor Blouin shall be a nominee,
stand for election or serve as a member of the Board of Directors.
(b) The obligations of the parties under this paragraph 1 shall
terminate with respect to any Common Shares of the Company which they transfer
in a bona fide sale or exchange for value.
(c) The obligations of each of the parties under this Agreement shall
also be binding upon any of their transferees, except as otherwise provided
herein.
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2. Death. Within ninety (90) days after the death of each Shareholder,
the executor or administrator of any Shareholder's estate and the successor
trustee of any party shall notify the Company of the provisions of his will and
the provisions of a trust, if any, governing the distribution of that
Shareholder's Common Shares. Such executor or administrator and successor
trustee and all beneficiaries and heirs, devises and legatees of such party,
shall be bound by the provisions of paragraph 1 hereof.
3. Additional Definition. "Termination of the Representative Agreement"
shall be deemed to occur if such agreement terminates under paragraph 14
thereof, except that in the event of a termination of the Representative
Agreement by the Company under paragraph 14(c) thereof, for purposes of this
Agreement, Termination shall be deemed to occur on the later to occur of (a)
December 31, 2003, or (b) at the end of any additional period for which the
Representative Agreement had then been automatically renewed under paragraph
14(a) thereof.
4. Endorsement on Stock Certificates. All certificates representing
Common Shares shall be endorsed as follows:
"The voting of the shares representated hereby are subject to
restrictions and agreements contained in an agreement dated as
of August 30, 1999, by and among Wells-Gardner Electronics
Corporation and certain of its shareholders, a copy of which
is on file with the Secretary of Wells-Gardner Electronics
Corporation."
5. Termination and Amendment. Anything to the contrary notwithstanding,
this Agreement shall terminate and have no further effect on the earlier of (a)
any act or event which provides for termination elsewhere in this Agreement, or
(b) the Termination of the Representative Agreement, or (c) December 31, 2003.
This Agreement may be altered, amended or terminated (except as otherwise
provided herein) at any time only pursuant to an agreement in writing, executed
by or on behalf of the Company, JI and such of the other parties hereto (or
their successors).
6. Entire Agreement. This Agreement constitutes the entire agreement and
final understanding of the parties with respect to the subject matter hereof and
supersedes and terminates any and all prior voting agreements, prior and/or
contemporaneous communications and/or agreements between the parties, whether
written or verbal, express or implied, direct or indirect, relating in any way
to the subject matter hereof including, but not limited to the Voting Agreement
dated April 26, 1994, the Voting Rights Agreement dated February 29, 1996 and
the Voting Rights Agreement dated December 9, 1998.
7. Notices. All notices, offers and acceptances hereunder shall be in
writing and shall be deemed to be communicated (except as otherwise provided
herein) when delivered in person or deposited in the U.S. Mail, postage prepaid,
by registered mail, addressed to the party concerned at the address appearing on
the Company's records or at such other or additional place as such party may
designate by notice given in accordance with the provisions hereof to the other
parties.
8. Benefit. This Agreement shall be binding as provided herein upon the
parties, their heirs, devisees, legatees, beneficiaries, legal representatives,
successors and assigns.
* * * * * *
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
WELLS-GARDNER
ELECTRONICS CORPORATION JAMES INDUSTRIES, INC.
By: /s/Anthony Spier By: /s/James J. Roberts
- --------------------- --------------------------
/s/James J. Roberts
--------------------------
JAMES J. ROBERTS, JR.
/s/James J. Roberts
--------------------------
JAMES J. ROBERTS, JR., AS
TRUSTEE OF THE JAMES J.
ROBERTS, JR. TRUST UTA
DATED 01-23-91
/s/John R. Blouin
--------------------------
JOHN R. BLOUIN
