<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
under the Securities Exchange Act of 1934
Amendment No. 1
UNITED MAGAZINE COMPANY
(Name of Issuer)
Common Stock, no par value
(Title and Class of Securities)
17499303-0
(Cusip Number)
Ruth Hunter Smith, Esq.
5131 Post Road
Dublin, Ohio 43017
(614) 792-0777
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With copies to:
Robert K. Rupp, Esq.
Baker & Hostetler
65 East State Street, Suite 2100
Columbus, Ohio 43215
(614) 228-1541
August 9, 1997
(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 this Schedule: [ ]
<PAGE> 2
<TABLE>
<CAPTION>
CUSIP No. 17499303-0
<S> <C> <C>
(1) Names of Reporting Persons. S.S.
or I.R.S. Identification Nos. of Ohio Periodical Distributors, Inc.
Above Persons 31-0733891
- --------------------------------------------------------------------------------------------------------------------------
(2) Check the Appropriate Box if a (a) x/
Member of a Group (see
instructions)
-------------------------------------------------------------
(b)
- --------------------------------------------------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------------------------------------------------
(4) Source of Funds (see instructions) 00 (other)
- --------------------------------------------------------------------------------------------------------------------------
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- --------------------------------------------------------------------------------------------------------------------------
(6) Citizenship or Place of Organization Ohio
- --------------------------------------------------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 5,000,000
by Each Reporting
Person With
--------------------------------------------------------------------------------------------
(8) Shared Vot-
ing Power
--------------------------------------------------------------------------------------------
(9) Sole Disposi-
tive Power 5,000,000
--------------------------------------------------------------------------------------------
(10) Shared
Dispositive
Power
- --------------------------------------------------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 5,000,000
- --------------------------------------------------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares
(see instructions)
- --------------------------------------------------------------------------------------------------------------------------
(13) Percent of Class Represented by
Amount in Row (11) 18.7%
- --------------------------------------------------------------------------------------------------------------------------
(14) Type of Reporting Person (see
instructions) CO
</TABLE>
- 1 -
<PAGE> 3
<TABLE>
<CAPTION>
CUSIP No. 17499303-0
<S> <C> <C> <C>
(1) Names of Reporting Persons. S.S.
or I.R.S. Identification Nos. of Ronald E. Scherer ###-##-####
Above Persons
- --------------------------------------------------------------------------------------------------------------------------
(2) Check the Appropriate Box if a (a) x/
Member of a Group (see
instructions)
-------------------------------------------------------------
(b)
- --------------------------------------------------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------------------------------------------------
(4) Source of Funds (see instructions) 00 (other)
- --------------------------------------------------------------------------------------------------------------------------
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- --------------------------------------------------------------------------------------------------------------------------
(6) Citizenship or Place of Organization U.S. Citizen
- --------------------------------------------------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 5,456,000
by Each Reporting
Person With
--------------------------------------------------------------------------------------------
(8) Shared Vot- 5,000,000
ing Power
--------------------------------------------------------------------------------------------
(9) Sole Disposi-
tive Power 5,456,000
--------------------------------------------------------------------------------------------
(10) Shared
Dispositive
Power
- --------------------------------------------------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 10,456,000
- --------------------------------------------------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares
(see instructions)
- --------------------------------------------------------------------------------------------------------------------------
(13) Percent of Class Represented by
Amount in Row (11) 39.0%
- --------------------------------------------------------------------------------------------------------------------------
(14) Type of Reporting Person (see
instructions) IN
</TABLE>
- 2 -
<PAGE> 4
<TABLE>
<CAPTION>
CUSIP No. 17499303-0
<S> <C> <C> <C>
(1) Names of Reporting Persons. S.S.
or I.R.S. Identification Nos. of R. David Thomas ###-##-####
Above Persons
- --------------------------------------------------------------------------------------------------------------------------
(2) Check the Appropriate Box if a (a) x/
Member of a Group (see
instructions) -------------------------------------------------------------
(b)
- --------------------------------------------------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------------------------------------------------
(4) Source of Funds (see instructions) PF
- --------------------------------------------------------------------------------------------------------------------------
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- --------------------------------------------------------------------------------------------------------------------------
(6) Citizenship or Place of Organization U.S. Citizen
- --------------------------------------------------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 3,000,000
by Each Reporting --------------------------------------------------------------------------------------------
Person With
(8) Shared Vot-
ing Power
--------------------------------------------------------------------------------------------
(9) Sole Disposi-
tive Power 3,000,000
--------------------------------------------------------------------------------------------
(10) Shared
Dispositive
Power
- --------------------------------------------------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 3,000,000
- --------------------------------------------------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares
(see instructions)
- --------------------------------------------------------------------------------------------------------------------------
(13) Percent of Class Represented by
Amount in Row (11) 11.2%
- --------------------------------------------------------------------------------------------------------------------------
(14) Type of Reporting Person (see
instructions) IN
</TABLE>
- 3 -
<PAGE> 5
Item 1. Security and Issuer.
--------------------
The class of equity securities to which this statement relates is the
common shares, without par value, of United Magazine Company, an Ohio
corporation (the "Company"). The principal executive offices of the Company are
located at 5131 Post Road, Dublin, Ohio 43017.
Item 2. Identity and Background.
-----------------------
The members of the group are:
(a) Ronald E. Scherer ("Scherer")
(b) 5131 Post Road
Dublin, Ohio 43017
(c) President
United Magazine Company
wholesale periodical distributor
5131 Post Road
Dublin, Ohio 43017
(d) During the last five years, Mr. Scherer has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Scherer has not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding Mr.
Scherer 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 violation with respect to such laws.
(f) U.S. citizen.
===============================================================================
(a) R. David Thomas ("Thomas")
(b) One Bay Colony
Ft. Lauderdale, FL 33308
(c) Senior Chairman of the Board and Founder
Wendy's International, Inc.
restaurant operator and franchisor
Box 256
Dublin, Ohio 43017
(d) During the last five years, Mr. Thomas has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, Mr. Thomas has not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding Mr.
Thomas 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 violation with respect to such laws.
(f) U.S. citizen.
===============================================================================
- 4 -
<PAGE> 6
(a) Ohio Periodical Distributors, Inc. ("OPD")
(b) State of organization: Ohio
(c) Principal business: wholesale periodical distributor
5131 Post Road
Dublin, Ohio 43017
(d) During the last five years, OPD has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, OPD has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding OPD
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 violation with respect to such laws.
===============================================================================
The executive officers and directors of OPD are Ronald E. Scherer,
David B. Thompson, Eugene J. Alfonsi and Ruth Hunter Smith. The following is
information relating to Mr. Thompson, Mr. Alfonsi and Ms. Smith:
(a) David B. Thompson
(b) 5131 Post Road
Dublin, Ohio 43017
(c) Chairman
Scherer Companies
wholesale periodical distributor
5131 Post Road
Dublin, Ohio 43017
(d) During the last five years, Mr. Thompson has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Thompson has not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding Mr.
Thompson 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 violation with respect to such laws.
(f) U.S. citizen.
===============================================================================
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<PAGE> 7
(a) Eugene J. Alfonsi
(b) 5131 Post Road
Dublin, Ohio 43017
(c) President
Scherer Companies
wholesale periodical distributor
5131 Post Road
Dublin, Ohio 43017
(d) During the last five years, Mr. Alfonsi has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Alfonsi has not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding Mr.
Alfonsi 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 violation with respect to such laws.
(f) U.S. citizen.
===============================================================================
(a) Ruth Hunter Smith
(b) 5131 Post Road
Dublin, Ohio 43017
(c) General Counsel
Scherer Companies
wholesale periodical distributor
5131 Post Road
Dublin, Ohio 43017
(d) During the last five years, Ms. Smith has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, Ms. Smith has not been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding Ms.
Smith 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 violation with respect to such laws.
(f) U.S. citizen.
===============================================================================
- 6 -
<PAGE> 8
The persons controlling OPD are the Linda S. Haynor Trust and the
Ronald E. Scherer Trust.
(a) The Linda S. Haynor Trust
(b) State of organization: Ohio
(c) Principal business: trust operations
(d) During the last five years, the Linda S. Haynor Trust has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, the Linda S. Haynor Trust has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which proceeding the Linda S. Haynor Trust 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 violation
with respect to such laws.
===============================================================================
(a) The Ronald E. Scherer Trust
(b) State of organization: Ohio
(c) Principal business: trust operations
(d) During the last five years, the Ronald E. Scherer Trust has
not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, the Ronald E. Scherer Trust has
not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which proceeding the Ronald E. Scherer Trust 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 violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
This Schedule 13D is being filed to report the possible formation of a
group for voting purposes. None of the members of the group has acquired any
additional securities of the Company, so no funds or other consideration were
paid in connection with the transaction subject to this Schedule.
As described further in Item 4, Mr. Thomas has agreed to purchase an
additional 333,333 common shares of the Company for a purchase price of
$500,000. It is anticipated that the consideration to be used by Mr. Thomas for
the purchase of these shares will come from personal funds available to him.
Additionally, as a result of the transactions described in Item 4, Mr. Scherer
is expected to obtain beneficial or legal ownership of additional common shares
of the Company. His beneficial ownership is expected to go from 1,045,600
common shares to 1,747,530 common shares. However, his percentage of beneficial
ownership is expected to decrease from 39% to 24.65%. The consideration to be
paid by Mr. Scherer for the additional
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<PAGE> 9
shares is the transfer of his beneficial ownership in the various Scherer
Affiliates described in Item 4 to the Company.
Item 4. Purpose of the Transaction.
---------------------------
Pursuant to an Option Agreement dated March 1, 1996 (the "Michiana
Option Agreement"), between the Company and Thaddeus A. Majerek, individually
and on behalf of the shareholders of Michiana News Services, Inc.
(collectively, the "Michiana Shareholders"), the Company was granted an option
to acquire Michiana News Services, Inc. ("Michiana") generally pursuant to the
terms set forth in the Michiana Option Agreement. Pursuant to the Michiana
Option Agreement, the Company entered into negotiations with Michiana and the
Michiana Shareholders. Effective July 30, 1996, the Company entered into a
Stock Transfer and Exchange Agreement with the shareholders of Michiana
pursuant to which the Michiana Shareholders are to transfer all of the
outstanding shares of capital stock in Michiana to the Company in exchange for
5,355,811 common shares, without par value, of the Company and $3,500,000
principal amount of 8% Senior Debentures of the Company Due 2002 and $2,334,256
principal amount of 10% Subordinated Debentures of the Company Due 2004. The
Stock Transfer and Exchange Agreement is subject to a number of conditions,
including approval by the shareholders of the Company and consummation of the
transactions with Stoll and the Scherer Affiliates described below. DUE TO
THESE CONDITIONS, THERE CAN BE NO ASSURANCE THAT THE TRANSACTION WITH MICHIANA
WILL BE COMPLETED.
Pursuant to an Option Agreement dated March 1, 1996 (the "Stoll Option
Agreement"), between the Company and The Stoll Companies, the Company was
granted an option to acquire the Stoll Companies ("Stoll") generally pursuant
to the terms set forth in the Stoll Option Agreement. Pursuant to the Stoll
Option Agreement, the Company entered into negotiations with Stoll and its
shareholders (the "Stoll Shareholders"). Effective July 31, 1996, the Company
entered into a Stock Transfer and Exchange Agreement with Stoll and the
shareholders of Stoll (the "Stoll Shareholders"), pursuant to which all of the
Stoll Shareholders will contribute their shares of stock of Stoll to the
Company in exchange for 19,584,662 shares of Common Stock of the Company and
$16,800,000 principal amount of 8% Senior Debentures of the Company Due 2002,
and $9,105,267 principal amount of 10% Subordinated Debentures of the Company
Due 2004. The Stock Transfer and Exchange Agreement is subject to a number of
other conditions, including approval by the shareholders of the Company and
consummation of the transactions with Michiana described above and with the
Scherer Affiliates described below. DUE TO THESE CONDITIONS, THERE CAN BE NO
ASSURANCE THAT THE TRANSACTION WITH STOLL WILL BE COMPLETED.
Pursuant to an Option Agreement dated March 1, 1996 (the "Option
Agreement"), between the Company and Linda (Scherer) Talbott individually and
on behalf of the shareholders of Ohio Periodical Distributors, Inc. ("OPD"),
Northern News Company, and its subsidiary, MacGregor News Agency, Inc.
(collectively, "Northern"), the Company was granted an option to acquire, at
the option of the seller, all or substantially all of the wholesale periodical
distribution assets and assume all or substantially all of the wholesale
periodical distribution liabilities of OPD and Northern, generally pursuant to
the terms set forth in the Option Agreement. OPD, MacGregor, Northern,
Wholesalers Leasing, Inc., and the Scherer Companies, are companies affiliated
with Ronald E. Scherer, senior chairman of the Company (collectively, the
"Scherer Affiliates"). Effective July 29, 1996, the Company entered into an
Asset Transfer and Exchange Agreement with Northern, pursuant to which the
Company is to acquire such of the assets and liabilities of that company as are
related to the wholesale distribution of periodicals (and pursuant to the
agreement with Northern, to acquire all of the stock of MacGregor held by
Northern) in exchange for 1,335,425 shares of Common Stock of the Company,
$1,423,384 principal amount of 8% Senior Debentures of the Company Due
- 8 -
<PAGE> 10
2002, and $501,199 principal amount of 10% Subordinated Debentures of the
Company Due 2004. Effective August 1, 1996, the Company entered into an Asset
Transfer and Exchange Agreement with OPD and the shareholders of OPD (the "OPD
Shareholders"), subsequently modified to a Stock Transfer and Exchange
Agreement. This Agreement has been amended to provide for the Acquisition to be
effected in the form of a merger, pursuant to which OPD will merge with and
into the Company and, in the merger, the stock of OPD will be exchanged for
10,190,773 shares of Common Stock of the Company and $7,404,807 principal
amount of 8% Senior Debentures of the Company Due 2002, and $76,013 principal
amount of 10% Subordinated Debentures of the Company Due 2004. Effective August
2, 1996, the Company entered into an Asset Transfer and Exchange Agreement with
Wholesalers pursuant to which the Company is to acquire certain of the assets
of that company as are related to the wholesale distribution of periodicals in
exchange for 482,599 shares of Common Stock of the Company and $306,799
principal amount of 8% Senior Debentures of the Company Due 2002, and $388,711
principal amount of 10% Subordinated Debentures of the Company Due 2004.
Effective August 2, 1996, the Company entered into a Stock Transfer and
Exchange Agreement with Scherer Companies and all of the shareholders of
Scherer Companies (the "Scherer Shareholders"), pursuant to which the Scherer
Shareholders will contribute their shares of stock of Scherer Companies to the
Company in exchange for 432,980 shares of Common Stock of the Company and
$62,614 principal amount of 8% Senior Debentures of the Company Due 2002, and
$561,386 principal amount of 10% Subordinated Debentures of the Company Due
2004. As a result of the transactions described in this paragraph, Ronald E.
Scherer would acquire additional common shares of the Company. However, when
combined with the transactions to be entered into with Stoll, Michiana and
Klein, described below, his percentage interest in the Company is expected to
decrease. The various acquisition agreements entered into with the Scherer
Affiliates are subject to a number of conditions, including approval by the
shareholders of the Company and consummation of the transactions with Michiana
and Stoll, described above. DUE TO THESE CONDITIONS, THERE CAN BE NO ASSURANCE
THAT TRANSACTIONS WITH ANY OF THE SCHERER AFFILIATES WILL BE COMPLETED.
Effective September 14, 1996, the Company entered into a Stock
Transfer and Exchange Agreement with the George R. Klein News Agency, Inc.,
Central News Agency, Inc., and Newspaper Sales, Inc. (collectively, "Klein"),
and the sole shareholder of Klein (the "Klein Shareholder"), pursuant to which
the Klein Shareholder will contribute his shares of stock of Klein to the
Company in exchange for 10,878,807 shares of Common Stock of the Company,
$10,180,000 principal amount of 8% Senior Debentures of the Company Due 2002,
and $5,498,281 principal amount of 10% Subordinated Debentures of the Company
Due 2004. The Stock Transfer and exchange Agreement with Klein and the Klein
Shareholder is subject to a number of conditions, including approval by the
shareholders of the Company and consummation of the transactions with Stoll,
Michiana and the Scherer Affiliates. DUE TO THESE CONDITIONS, THERE CAN BE NO
ASSURANCE THAT THE KLEIN TRANSACTION WILL BE COMPLETED.
The agreements with Stoll, Michiana, the Scherer Affiliates and Klein
provide that at the closing of the transactions, a shareholder voting agreement
will be entered into pursuant to which two Scherer Company representatives, two
Stoll Company representatives, two Klein representatives and one Michiana
representative would be elected to the Company's board of directors until such
time as the Debentures have been paid. It is anticipated that the board of
directors will be increased from five to ten members at the Company's annual
shareholders meeting and that two Stoll representatives, one Michiana
representative and one Klein representative will be nominated for election to
the existing board.
Each of the foregoing transactions will require the approval of
shareholders of the Company exercising voting power over a majority or more of
the outstanding common shares of the Company. Additionally, the Company does
not currently have a sufficient number of
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<PAGE> 11
common shares authorized to enable it to complete the share issuances necessary
to complete all of the foregoing described transactions. The board of directors
of the Company has authorized a one-for-ten reverse stock split of the Company's
outstanding common shares, subject to shareholder approval, which will provide
sufficient authorized shares to complete the proposed transactions. In order to
provide more assurance of the completion of the proposed transactions, each of
the members of the group filing this Schedule 13D have agreed in writing (i) to
vote their outstanding common shares of the Company in favor of the proposed
transactions and in favor of the proposed reverse stock split, and (ii) not to
sell or otherwise transfer or dispose of any common shares of the Company until
the annual meeting of shareholders of the Company to be held prior to December
31, 1996. Due to delays in procedures relating to the annual meeting, several
times each of the members of the group filing this Schedule 13D have agreed to
extend the date by which the annual meeting must be held. Most recently, by
August 9, 1997, this group agreed to an extension of this date to September 30,
1997. Such persons have the right to exercise voting power over shares
constituting, in the aggregate, 50.46% of the outstanding common shares of the
Company. See Item 5.
KDR Limited, an Ohio limited liability company ("KDR"), is owed
$5,000,000 by OPD. This debt is evidenced by a promissory note dated July 31,
1992 from OPD to RDT Corp. in the principal amount of $5,000,000 with
interest at the rate of 11.75% per annum (the "Note"). The unpaid principal
balance of the Note is $5,000,000, and the Note is currently due on demand. The
Note has been assigned to KDR which is the current holder. The Note is secured
by a pledge from OPD of 5,000,000 common shares of the Company owned by OPD.
The Company has agreed with KDR to issue a $4,500,000 10% Subordinated
Debenture and $500,000 in cash to KDR in exchange for this $5,000,000 demand
note owed by OPD. The owners of KDR include R. David Thomas, a principal
shareholder of the Company, and R. L. Richards, a nominee for director of the
Company. Mr. Richards is being nominated to the board pursuant to discussions
with Mr. Thomas in connection with the exchange of the notes. Mr. Thomas has
also agreed to purchase 333,333 shares of Common Stock of the Company at a
price of $500,000. THERE CAN BE NO ASSURANCE THAT ANY OF THE TRANSACTIONS
DESCRIBED IN THIS PARAGRAPH WILL OCCUR OR THAT THE TRANSACTIONS, IF
CONSUMMATED, WILL BE ON THE TERMS DESCRIBED IN THIS PARAGRAPH.
The foregoing transactions are being structured to constitute an
exchange to which Section 351 of the Internal Revenue Code of 1986, as amended,
applies. Under Section 351, no gain or loss is recognized if one or more
persons transfers property to a corporation solely in exchange for the
corporations's stock (which can include cash or securities) and immediately
after the exchange those persons own more than 80% of the combined voting power
of all classes of stock entitled to vote and at least 80% of the total number
of shares of all other classes of stock of the corporation. For purposes of the
foregoing transactions, the following transferors should be members of the 80%
control group: Ronald Scherer, Linda Haynor, Teddy Rysz, Wholesalers Leasing
Corp, OPD, Northern, the Stoll Shareholders, the Michiana Shareholders, the
Klein Shareholder and R. David Thomas.
Other than as described or referred to above, none of the persons
filing this Schedule 13D has any present plans or proposals which relate to or
would result in: (a) the acquisition by any person of additional securities of
the Company or the disposition of securities of the Company; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate structure; (g)
changes in the Company's Articles
- 10 -
<PAGE> 12
of Incorporation or Code of Regulations or other actions which may impede the
acquisition or control of the Company by any person; (h)causing the shares to
cease to be authorized to be quoted in an interdealer quotation system or a
registered national securities association; (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those
enumerated above. Each of the parties filing this Schedule 13D reserves the
right to formulate plans or proposals, and to take such action, in the future
with respect to any or all of the matters referred to in this Item and any
other matters as any of them may determine.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a)
<TABLE>
<CAPTION>
Common Shares Percent of
Name Beneficially Owned Class
---- ------------------ -----
<S> <C> <C>
Ronald E. Scherer(1) 10,456,000 39.00%
Ohio Periodical
Distributors, Inc. 5,000,000 18.65%
R. David Thomas 3,000,000 11.19%
RAP Diversified, Inc.(2) 589,000 2.20%
<FN>
------------------
(1) The shares owned by Ohio Periodical Distributors, Inc. are
also deemed to be beneficially owned by Ronald E. Scherer,
because he shares voting power over these shares.
(2) The shares of RAP Diversified, Inc. ("RAP"), a Delaware
corporation are owned by David B. Thompson, Trustee for the
benefit of the children of Ronald E. Scherer. RAP and Mr.
Scherer constitute a group within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, although Mr.
Scherer disclaims beneficial ownership of the shares owned by
RAP.
</TABLE>
(b) Except as otherwise indicated above, the nature of the beneficial
ownership for all shares listed above is sole voting and investment
power.
(c) No transactions in the Company's common shares were effected by
the persons filing this Schedule 13D during the last 60 days.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect
--------------------------------------------------------------------
to Securities of the Issuer.
----------------------------
Except for the Stock Transfer and Exchange Agreements described in
Item 4, the Asset Transfer and Exchange Agreements described in Item 4, the
merger agreement described in Item 4, the option agreements described in Item
4, the written agreement of the members
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<PAGE> 13
of the group filing this Schedule 13D described in Item 4, and the
understanding with respect to for the exchange of the KDR note for a debenture
of the Company and $500,000 in cash, and the purchase by Mr. Thomas of an
additional 333,333 Shares of Common Stock, as described in Items 3 and 4, there
are no other contracts, arrangements, understandings or relationships among
the persons named in Item 2 or between such persons and others with respect to
the securities of the Company.
Item 7. Material to be Filed as Exhibits.
1. Amended letter agreements of Ronald E. Scherer and Ohio Periodical
Distributors, Inc. dated as of August 9, 1997, and amended letter
agreement of R. David Thomas dated as of August 8, 1997.
- 12 -
<PAGE> 14
Signatures
----------
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: August 8, 1997
/s/ R. David Thomas /s/ Ronald E. Scherer
- --------------------------------- ----------------------------------
R. DAVID THOMAS RONALD E. SCHERER
OHIO PERIODICAL DISTRIBUTORS, INC.
By /s/ Ronald E. Scherer
--------------------------------
Ronald E. Scherer, President
- 13 -
<PAGE> 1
RONALD E. SCHERER
5939 OLENTANGY RIVER ROAD
DELAWARE, OHIO 43015
United Magazine Company
5131 Post Road
Dublin, Ohio 43017
Dear Sirs:
The undersigned has reviewed the terms of the proposed transactions in
which United Magazine Company, an Ohio corporation ("Unimag"), will acquire
assets of Ohio Periodical Distributors, Inc., The Scherer Companies and Northern
News Company and will acquire the capital stock of The Stoll Companies, Michiana
News Service, Inc., The Geo. R. Klein News Co., Central News Co. and Newspaper
Sales, Inc. (collectively, the "Acquisitions"). The undersigned believes the
Acquisitions will be in the best interests of Unimag and its shareholders.
According, the undersigned states that:
(a) at a meeting of Unimag's shareholders, to be held on or before
September 30, 1997, at which proposals to approve the Acquisitions and certain
amendments to Unimag's articles of incorporation to effect a reverse stock
split, the undersigned will vote all of the common shares of Unimag which the
undersigned has the power or is entitled to vote (personally, as a fiduciary or
otherwise) in favor of such proposals; and
(b) the undersigned will not, prior to such meeting to be held on or
before September 30, 1997, sell or otherwise transfer or dispose of any of the
shares of Unimag owned by the undersigned.
This document shall not constitute a proxy or a consent or approval
under ss.1701.54, Ohio Revised Code, or an authorization of anyone to act on
behalf of the undersigned.
Very truly yours,
/s/ Ronald E. Scherer
---------------------------
Ronald E. Scherer
Dated: 8/9/97 Ohio Periodical Distributors, Inc.
------------------
/s/ Ronald E. Scherer
---------------------------
By: Ronald E. Scherer, President
<PAGE> 2
R. DAVID THOMAS
ONE BAY COLONY DRIVE
FORT LAUDERDALE, FLORIDA 33308
United Magazine Company
5131 Post Road
Dublin, Ohio 43017
Dear Sirs:
The undersigned has reviewed the terms of the proposed transactions in
which United Magazine Company, an Ohio corporation ("Unimag"), will acquire
assets of Ohio Periodical Distributors, Inc., The Scherer Companies and Northern
News Company and will acquire the capital stock of The Stoll Companies, Michiana
News Service, Inc., The Geo. R. Klein News Co., Central News Co. and Newspaper
Sales, Inc. (collectively, the "Acquisitions"). The undersigned believes the
Acquisitions will be in the best interests of Unimag and its shareholders.
According, the undersigned states that:
(a) at a meeting of Unimag's shareholders, to be held on or before
September 30, 1997, at which proposals to approve the Acquisitions and certain
amendments to Unimag's articles of incorporation to effect a reverse stock
split, the undersigned will vote all of the common shares of Unimag which the
undersigned has the power or is entitled to vote (personally, as a fiduciary or
otherwise) in favor of such proposals; and
(b) the undersigned will not, prior to such meeting to be held on or
before September 30, 1997, sell or otherwise transfer or dispose of any of the
shares of Unimag owned by the undersigned.
This document shall not constitute a proxy or a consent or approval
under ss.1701.54, Ohio Revised Code, or an authorization of anyone to act on
behalf of the undersigned.
Very truly yours,
/s/ R. David Thomas
------------------------
R. David Thomas
Dated: 8/8/97
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