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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Wickes Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
967446105
(CUSIP Number)
T. Malcolm Graham, Esq.
Holland & Knight LLP
One Independent Drive, Suite 2000
Jacksonville, Florida 32202
(904) 354-4141
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications)
December 30, 1998
(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 statement of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g),
check the following box [ ].
*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 purposes 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 Acts (however, see the Notes).
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CUSIP NO. 967446105
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1) Name of Reporting Persons SS. or I.R.S. Identification Nos. of Above
Persons
Riverside Group, Inc.
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2) Check the Appropriate Row if a Member of a Group (See Instructions)
(a) X
(b)
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3) Sec Use Only
- -----------------------------------------------------------------
4) Source of Funds (See Instructions)
WC; OO
- -----------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d)or 2(e)
- ------------------------------------------------------------------
6) Citizenship or Place of Organization
Florida
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Number of Shares 7) Sole Voting Power.............2,970,368
Beneficially Owned by 8) Shared Voting Power........... 395,145
Reporting Person: 9) Sole Dispositive Power.......Same as #7
10) Shared Dispositive Power.....Same as #8
- -----------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,365,513
- ----------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
- ------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
41.0%
- -----------------------------------------------------------------
14) Type of Reporting Person (See Instructions)
CO
- ------------------------------------------------------------------
1) Name of Reporting Persons SS. or I.R.S. Identification Nos. of Above
Persons
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American Financial Acquisition Corporation
- ------------------------------------------------------------------
CUSIP NO. 967446105
- -------------------------------------------------------------------
2) Check the Appropriate Row if a Member of a Group (See Instructions)
(a) X
(b)
- ------------------------------------------------------------------
3) Sec Use Only
- ------------------------------------------------------------------
4) Source of Funds (See Instructions)
WC; OO
- ------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- ------------------------------------------------------------------
6) Citizenship or Place of Organization
Delaware
- ------------------------------------------------------------------
Number of Shares 7) Sole Voting Power..................-0-
Beneficially Owned by 8) Shared Voting Power............ 395,145
Reporting Person: 9) Sole Dispositive Power.......Same as #7
10) Shared Dispositive Power.....Same as #8
- ------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
395,145
- ------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
- ------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
4.8%
- -----------------------------------------------------------------
14) Type of Reporting Person (See Instructions)
CO
- ------------------------------------------------------------------
This Amendment No. 5 amends the Statement on Schedule 13D dated
January 19, 1996 filed pursuant to Section 13(d) of the Securities
Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder, by Riverside Group, Inc. and American Financial
Acquisition Corporation.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended by adding the following paragraph:
"On December 22, 1998, Imagine partially exercised the Call
Option (as defined in Item 6 hereof), purchasing 185,000 shares of
Common Stock from Riverside for $601,250, or $3.25 per share, in cash.
On December 30, 1998, Riverside sold 82,000 shares of Common Stock
to Imagine Investments for $3.25 per share or $267,000, in a separate
transaction.
In December, 1998, the Company sold the following shares of Common
Stock in the open market:
Per Share Total Purchase
Date Shares Sold Price Price
12/08 2,600 4.668 $12,137
12/15 2,500 4.3125 10,781
12/16 5,000 3.9175 19,558
12/21 1,000 4.0312 4,031
12/22 5,500 4.2102 23,156
After these transactions, Riverside and its subsidiaries directly
own 3,365,513 shares of Common Stock, or approximately 41.0% of the
outstanding shares of Common Stock. Of these, 3,365,513 shares,
2,970,368 and 395,145 are directly owned by Riverside and AFAC,
respectively."
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES IF THE ISSUER.
Item 6 is hereby amended by adding the following paragraphs:
"Effective November 18, 1998, Riverside and Imagine entered into an
Amendment No. 2 to the Imagine Agreement, which extended the expiration
date of the Call Option until November 30, 1998. On November 30, 1998,
an Amendment No. 3 was executed, extending the expiration date of the
Call Option until December 9, 1998. On December 9, 1998, an Amendment
No. 4 was executed extending the expiration date of the Call Option
until December 23, 1998. On December 23, 1998, an Amendment No. 5 was
executed extending the expiration date of the Call Option until January
23, 1999.
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As a result of prior exercises of the Call Option, the Call Option
is presently exercisable for 365,000 shares."
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Attached as exhibits hereto are the following:
Exhibit Description
- ------- --------------------------------------------------------
G Amendment No. 2 dated November 18, 1998 to Stock Purchase
Agreement dated October 5, 1998 between Riverside Group, Inc.
and Imagine Investments, Inc.
H Amendment No. 3 dated November 30, 1998 to Stock Purchase
Agreement dated October 5, 1998 between Riverside Group, Inc.
and Imagine Investments, Inc.
I Amendment No. 4 dated December 9, 1998 to Stock Purchase
Agreement dated October 5, 1998 between Riverside Group, Inc.
and Imagine Investments, Inc.
J Amendment No. 5 dated December 23, 1998 to Stock Purchase
Agreement dated October 5, 1998 between Riverside Group, Inc.
and Imagine Investments, Inc.
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.
Date: January 8, 1999 RIVERSIDE GROUP, INC.
By: /s/ Catherine J. Gray
__________________________
Catherine J. Gray
Senior Vice President
<Pagd 6>
Amendment No. 2 to
Stock Purchase Agreement
THIS AMENDMENT NO. 2 is entered into as of November 18, 1998,
between Riverside Group, Inc., a Florida corporation (the "Seller"), and
Imagine Investments, Inc., a Delaware corporation ("Purchaser").
Preamble
The Seller and the Purchaser are parties to that certain Stock
Purchase Agreement dated as of October 5, 1998 (the "Agreement") and
Amendment No. 1 to the Agreement dated November 4, 1998, and desire to
modify certain of the provisions thereof as set forth herein.
NOW THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration hereinafter set
forth, the parties hereto agree as follows:
1. Definitions. Capitalized terms used herein without definition
that are defined in the Agreement shall have the same meanings herein
as therein.
2. Amendment of Section 1.02 of the Agreement. Section 1.02(b) of
the Agreement is hereby amended as follows:
(a) The reference to "November 4" contained in the first sentence
of the Agreement(but not anywhere else) and as amended to November 19 in
Amendment No. 1 is hereby changed to "November 30."
3. Miscellaneous. This Amendment No. 2 may be executed in any
number of counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. To
the extent not inconsistent with this Amendment No. 2 and Amendment No.
1, the Agreement remains in full force and effect. The Agreement, as
amended by Amendment No. 1 and this Amendment No. 2, supersedes all
prior negotiations and agreements (written or oral) among the parties
with respect to the subject matter covered thereby and constitutes the
entire understanding among the parties thereto.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf, by an officer thereunto duly
authorized, all as of the date first above written.
IMAGINE INVESTMENTS, INC.
By________________________________
Name:
Title:
"Purchaser"
RIVERSIDE GROUP, INC.
By________________________________
Name:
Title:
"Seller"
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Amendment No. 3 to
Stock Purchase Agreement
THIS AMENDMENT NO. 3 is entered into as of November 30, 1998,
between Riverside Group, Inc., a Florida corporation (the "Seller"), and
Imagine Investments, Inc., a Delaware corporation ("Purchaser").
Preamble
The Seller and the Purchaser are parties to that certain Stock
Purchase Agreement dated as of October 5, 1998 (the "Agreement") and
Amendment No. 1 to the Agreement dated November 4, 1998, and desire to
modify certain of the provisions thereof as set forth herein.
NOW THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration hereinafter set
forth, the parties hereto agree as follows:
1. Definitions. Capitalized terms used herein without definition
that are defined in the Agreement shall have the same meanings herein
as therein.
2. Amendment of Section 1.02 of the Agreement. Section 1.02(b) of
the Agreement is hereby amended as follows:
(a) The reference to "November 4" contained in the first sentence
of the Agreement(but not anywhere else) and as amended to November 30 in
Amendment No. 2 is hereby changed to "December 9."
3. Miscellaneous. This Amendment No. 3 may be executed in any
number of counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. To
the extent not inconsistent with this Amendment No. 3 and Amendment No.
1 and 2, the Agreement remains in full force and effect. The Agreement,
as amended by Amendment No. 1, No. 2 and this Amendment No. 3,
supersedes all prior negotiations and agreements (written or oral) among
the parties with respect to the subject matter covered thereby and
constitutes the entire understanding among the parties thereto.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf, by an officer thereunto duly
authorized, all as of the date first above written.
IMAGINE INVESTMENTS, INC.
By_________________________________
Name:
Title:
"Purchaser"
RIVERSIDE GROUP, INC.
By________________________________
Name:
Title:
"Seller"
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Amendment No. 4 to
Stock Purchase Agreement
THIS AMENDMENT NO. 4 is entered into as of December 9, 1998,
between Riverside Group, Inc., a Florida corporation (the "Seller"), and
Imagine Investments, Inc., a Delaware corporation ("Purchaser").
Preamble
The Seller and the Purchaser are parties to that certain Stock
Purchase Agreement dated as of October 5, 1998 (the "Agreement") and
Amendment No. 1 to the Agreement dated November 4, 1998, and Amendment
No. 2 dated November 18, 1998, and Amendment No. 3 dated November 30,
1998 and desire to modify certain of the provisions thereof as set forth
herein.
NOW THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration hereinafter set
forth, the parties hereto agree as follows:
1. Definitions. Capitalized terms used herein without definition
that are defined in the Agreement shall have the same meanings herein
as therein.
2. Amendment of Section 1.02 of the Agreement. Section 1.02(b) of
the Agreement is hereby amended as follows:
(a) The reference to "November 4" contained in the first sentence
of the Agreement(but not anywhere else) and as amended to November 30 in
Amendment No. 2, and as amended to December 9 in Amendment No. 3 is
hereby changed to "December 23."
3. Miscellaneous. This Amendment No. 4 may be executed in any
number of counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. To
the extent not inconsistent with this Amendment No. 4 and Amendment No.
1 and 2 and 3, the Agreement remains in full force and effect. The
Agreement, as amended by Amendment No. 1, No. 2, No. 3, and this
Amendment No. 4, supersedes all prior negotiations and agreements
(written or oral) among the parties with respect to the subject matter
covered thereby and constitutes the entire understanding among the
parties thereto.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf, by an officer thereunto duly
authorized, all as of the date first above written.
IMAGINE INVESTMENTS, INC.
By______________________________
Name:
Title:
"Purchaser"
RIVERSIDE GROUP, INC.
By________________________________
Name:
Title:
"Seller"
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Amendment No. 5 to
Stock Purchase Agreement
THIS AMENDMENT NO. 5 is entered into as of December 23, 1998,
between Riverside Group, Inc., a Florida corporation (the "Seller"), and
Imagine Investments, Inc., a Delaware corporation ("Purchaser").
Preamble
The Seller and the Purchaser are parties to that certain Stock
Purchase Agreement dated as of October 5, 1998 (the "Agreement") and
Amendment No. 1 to the Agreement dated November 4, 1998, and Amendment
No. 2 dated November 18, 1998, Amendment No. 3 dated November 30, 1998
and Amendment No. 4 dated December 9, 1998 and desire to modify certain
of the provisions thereof as set forth herein.
NOW THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration hereinafter set
forth, the parties hereto agree as follows:
1. Definitions. Capitalized terms used herein without definition
that are defined in the Agreement shall have the same meanings herein as
therein.
2. Amendment of Section 1.02 of the Agreement. Section 1.02(b) of
the Agreement is hereby amended as follows:
(a) The reference to "November 4" contained in the first sentence
of the Agreement(but not anywhere else) and as amended to November 30 in
Amendment No. 2, and as amended to December 9 in Amendment No. 3, and as
amended to December 23 in Amendment No. 4 is hereby changed to "January
23."
3. Miscellaneous. This Amendment No. 5 may be executed in any
number of counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. To
the extent not inconsistent with this Amendment No. 5 and Amendment No.
1 and 2 and 3 and 4, the Agreement remains in full force and effect.
The Agreement, as amended by Amendment No. 1, No. 2, No. 3, No. 4, and
this Amendment No. 5, supersedes all prior negotiations and agreements
(written or oral) among the parties with respect to the subject matter
covered thereby and constitutes the entire understanding among the
parties thereto.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf, by an officer thereunto duly
authorized, all as of the date first above written.
IMAGINE INVESTMENTS, INC.
By_________________________________
Name:
Title:
"Purchaser"
RIVERSIDE GROUP, INC.
By________________________________
Name:
Title:
"Seller"
