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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
Medical Graphics Corporation
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(Name of Issuer)
Common Stock, $0.05 par value
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(Title of Class of Securities)
584907109
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(CUSIP Number)
Thomas G. Lovett IV
Lindquist & Vennum P.L.L.P.
4200 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
Telephone: (612) 371-3270
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 10, 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 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. / /
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 Pages
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CUSIP NO. 584907109 PAGE OF PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
FAMCO II LIMITED LIABILITY COMPANY, IRS ID # 41-1870858
FAMILY FINANCIAL STRATEGIES, INC., AS ITS MANAGER, IRS ID # 41-1835679
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See instructions)
WC, BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION (UNITED STATES)
FAMCO II LIMITED LIABILITY COMPANY - DELAWARE; FAMILY FINANCIAL
STRATEGIES, INC. - MINNESOTA
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7 SOLE VOTING POWER
NUMBER OF 686,869
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH
9 SOLE DISPOSITIVE POWER
REPORTING
686,869
PERSON
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WITH
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
686,869
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
(See instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.1%
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14 TYPE OF REPORTING PERSON (See instructions)
OO, IA, CO
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Page 2 of 5 Pages
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ITEM 1. SECURITY AND ISSUER.
(a) NAME OF ISSUER
Medical Graphics Corporation
Common Stock, $.05 par value
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE
350 Oak Grove Parkway
St. Paul, MN 55127
ITEM 2. IDENTITY AND BACKGROUND.
(a) NAME. This statement is being jointly filed by FAMCO II Limited
Liability Company ("FAMCO II") and its Manager, Family Financial
Strategies, Inc. ("FFS"). FAMCO II is the record holder of the stock
and FFS is a registered investment adviser.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE. The principal address of FAMCO
II and FFS is:
Interchange Tower
600 South Highway 169
Suite 850
St. Louis Park, MN 55426-1204
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT. N/A
(d) CRIMINAL PROCEEDINGS. None.
(e) LITIGATION. None.
(f) CITIZENSHIP. FAMCO II is a Delaware limited liability company. FFS
is a Minnesota corporation.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Certain funds used in making the investment by FAMCO were borrowed from a bank
in the ordinary course of business on behalf of FAMCO II and certain of its
members. The instrument evidencing this indebtedness was previously filed on
Schedule 13D Amendment No. 2.
Page 3 of 5 Pages
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ITEM 4. PURPOSE OF TRANSACTION.
FAMCO II has acquired the securities described in Item 5 below for
investment purposes.
FAMCO II may, from time to time (1) acquire additional shares of Common
Stock (subject to availability at prices deemed favorable to FAMCO II) in the
open market, in privately negotiated transactions, or otherwise, or (2) attempt
to dispose of shares of Common Stock in the open market, in privately negotiated
transactions or otherwise.
FAMCO II and FFS have no present plans or intentions that would result in
or relate to any of the transactions described in subparagraphs (a) through (j)
of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) On February 10, 1998, FAMCO II acquired and FFS, as the Manager
of FAMCO II, is deemed to have acquired beneficial ownership of an additional
121,212 shares of common stock, $.05 par value, of the Company (the "Common
Stock") at a purchase price of $4.125 per share pursuant to the Company's right
to require FAMCO II to purchase such shares under a Stock Purchase Agreement
dated November 10, 1997 (the "Agreement") by and among the Company and FAMCO II,
Special Situations Fund III, L.P., Special Situations Private Equity Fund L.P.
and Special Situations Cayman Fund L.P. (the "Investors").
Therefore, the total amount beneficially owned by FAMCO II and FFS is
686,869 shares of Common Stock consisting of (i) 242,424 total shares purchased
pursuant to the Agreement and (ii) 444,445 shares issuable upon conversion of
Class A Stock, previously reported on a Schedule 13D.
(b) The responses of FAMCO II and FFS to Items (7) through (11) of the
portions of the cover page of this Schedule which relate to beneficial ownership
of shares of Common Stock are incorporated herein by reference.
(c) Other than the transactions described in Item 3 above, FAMCO II and
FFS have not effected any transactions in the Common Stock during the past sixty
days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than the Agreement referred to in Item 5, there are no contracts,
arrangements, understandings or relationships between FAMCO II or FFS and any
person with respect to any securities of the Company.
Page 4 of 5 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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EXHIBIT TITLE
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<S> <C>
1 Joint Filing Agreement
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 11, 1998 FAMCO II LIMITED LIABILITY COMPANY
By Its Manager
Family Financial Strategies, Inc.
By: /s/ John D. Wunsch
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Its: Chief Executive Officer
Page 5 of 5 Pages
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EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned, FAMCO II Limited Liability Company and Family Financial
Strategies, Inc., hereby agree that this Schedule 13D relating to securities of
Medical Graphics Corporation shall be filed on behalf of each of them.
February 11, 1998 FAMCO II LIMITED LIABILITY COMPANY
By Its Manager
Family Financial Strategies, Inc.
By: /s/ John D. Wunsch
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Its: Chief Executive Officer
FAMILY FINANCIAL STRATEGIES, INC.
By: /s/ John D. Wunsch
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Its: Chief Executive Officer
