UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Page 1 of 8
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
VSI Holdings, Inc. (VIS--AMEX); formerly, The Banker's Note, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
918322 10 8; formerly, 066279 10 0
(CUSIP Number)
Martin S. Suchik Copy to: Michael A. Kilgore, Esq.
4900 Highlands Parkway 717 Channing Drive, NW
Smyrna, GA 30082 Atlanta, GA 30318
(770) 432-0636 (404) 351-7766
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 21, May 14, June 13
various dates in August, September, October
(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 the statement ( ).
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1: and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
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 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).
SCHEDULE 13D
CUSIP No. 918322 10 8 Page 2 of 8 Pages
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
1. Martin S. Suchik (S.S. ####-##-####)
Check the Appropriate Box if a Member of a Group* (a)
(b)
2.
SEC Use Only
3.
Source of Funds*
4. N/A
Check Box if Disclosure of Legal Proceedings is Required to
Items 2(d) or 2(e) ( )
5.
Citizenship or Place of Organization
6. United States
Sole Voting Power
Number of 7. 493,113 (1.51% of 32,628,562)
Shares
Beneficially Shared Voting Power
Owned by
Each 8. 476,375 (1.46%)
Reporting
Person Sole Dispositive Power
With
9. 493.113 (1.51%)
Shared Dispositive Power
10. 476,375 (1.46%)
Aggregate Amount Beneficially Owned by Each Reporting Person
11. 969,488 (2.97% of 32,628,562)
Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* ( )
12.
Percent of Class Represented by Amount in Row (11)
13. 2.97% of 32,628,562 shares
Type of Reporting Person*
14. IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVERAGE PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS OF THE SCHEDULE AND THE SIGNATURE INFORMATION.
NO. 918322 10 8 13D Page 3 of 8 Pages
Item 1. Security and Issuer.
The Item 1 response is restated in its entirety as follows:
This Statement on Schedule 13D relating to the Common Stock, par value
$.01 per share (the "Common Stock"), of VSI Holdings, Inc. ("VSI"), a
Georgia corporation (formerly, The Banker's Note, Inc. or "BKNT"), the
principal address of which is 4900 Highlands Parkway, Smyrna, Georgia
30082, filed March 25, 1983, amended by Amendment No. 1 dated January
7, 1986, Amendment No. 2 dated November 7, 1986, Amendment No. 3 dated
October 30, 1987, Amendment No. 4 dated February 5, 1988, Amendment
No. 5 dated March 31, 1988, Amendment No. 6 dated June 13, 1988,
Amendment No. 7 dated September 14, 1988, Amendment No. 8 dated
February 10, 1989, Amendment No. 9 dated October 20, 1989, Amendment
No. 10 dated March 8, 1990, Amendment No. 11 dated May 10, 1991,
Amendment No. 12 dated July 13, 1992, Amendment No. 13 dated February
25, 1994, Amendment No. 14 dated March 25, 1994, Amendment No. 15 dated
December 26, 1994, and Amendment No. 16 dated about February 12, 1997,
is amended and restated as follows:
Item 2. Identity and Background.
The Item 2 response is restated in its entirety as follows:
This restated Schedule 13D is filed by Martin S. Suchik ("Suchik"), a
United States citizen, whose business address is 4900 Highlands Parkway,
Smyrna, Georgia 30082. Suchik is presently Executive Vice President
of VSI, and the nephew of Steve Toth, Jr. ("Toth"), President, director
and owner of more than 10% of the outstanding shares of VSI. During
the last five years, Suchik has not 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 violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Item 3 response incorporates all previous filings of Suchik and
is hereby amended by adding the following:
The first purpose of this Amendment No. 17 is to report that, as of
February 21, 1997, Suchik transferred 60,000 of his shares to trusts
for the benefit of his three children. Mr. Doug Daniel, 750 Hammond
Drive, Building 6, Suite 300, Atlanta, Georgia 30328, is the independent
trustee for trusts created for the benefit of Suchik's two adult
children and one minor child, Kendra Lynn, Steven Eckard and Kelly
Shorb, respectively. Such trusts now hold 151,751, 162,312 and 162,312
shares, respectively (such 476,375
NO. 918322 10 8 13D Page 4 of 8 Pages
shares are the "Children's Trusts Shares"). Although Suchik disclaims
beneficial ownership of all Children's Trusts Shares, the shares are included
with his holdings.
The second purpose of this Amendment No. 17 is to report open market
sales of 73,000 shares of Common Stock by Suchik, all of which have
been reported on Forms 4 and 5:
1997 Shares Net Price Aggregate
Date Sold Per Share Realized _
5/14 30,000 $1.9199 $57,598
6/13 4,000 3.4890 13,956
8/05 8,000 3.3793 27,035
8/07 100 3.5348 353
8/08 300 3.6248 1,087
8/13 400 3.4999 1,400
8/14 300 3.4582 1,037
8/28 3,100 3.4424 10,671
8/29 1,900 3.3950 6,541
8/29 3,900 3.5049 13,669
9/02 1,600 3.6299 5,808
9/08 3,300 3.6299 11,979
9/09 100 3.7498 375
9/11 5,000 3.8468 19,299
10/01 5,000 5.8998 29,499
10/02 800 6.0250 4,820
10/03 1,200 6.0250 7,230
10/03 500 6.0880 3,044
10/06 3,500 6.0874 21,306
As of the date of this Amendment No. 17, after considering the gifts and the
sales described above, Suchik held 482,000 shares in his name and 11,113 shares
in his self-directed IRA.
The third purpose of this Amendment No. 17 is to report again that BKNT
issued 7,563,077 shares as of February 1, 1997 pursuant to a plan of
merger between BKNT, an acquisition subsidiary of BKNT, and
AA Acquisitions Corp. Upon the acquisition of its Advanced Animations,
Inc. subsidiary, BKNT issued 455,297 shares to Toth's spouse as trustee
under a Trust Agreement dated September 1, 1967 for the benefit of
Toth's adult child (the "Daughter's 67 Trust"). Another 6,652,483
shares were issued to Visual Services, Inc., a corporation controlled
by Toth, but such shares became treasury shares upon VSI's acquisition
of Visual Services as of September 30, 1997 (see below).
NO. 918322 10 8 13D Page 5 of 8 Pages
The fourth purpose of this Amendment No. 17 is to report that VSI
issued 6,200,000 shares pursuant to a July 1, 1997 plan of merger
between VSI,an acquisition subsidiary of VSI, and VISPAC, Inc. Of the
shares issued,(i) 3,476,635 shares are held by Toth as trustee for the
Steve Toth, Jr. Grantor Retained Annuity Trust (the "Toth GRAT"), (ii)
1,000,850 shares are held by Toth as trustee under a Trust Agreement
dated December 20, 1976 f/b/o Steve Toth, Jr. (the "76 Toth Trust",
which already owned 775,000 shares), and (iii) 1,722,515 shares are
held by Toth's spouse for the Daughter's 67 Trust, which already owned
455,297 shares.
The fifth purpose of this Amendment No. 17 is to report that VSI issued
20,938,198 shares pursuant to a September 30, 1997 plan of merger
between VSI, an acquisition subsidiary of VSI, and Visual Services,
Inc. Of the shares issued, (i) 11,826,323 shares are held by Toth
as trustee under a Trust Agreement dated July 9, 1983 f/b/o Steve
Toth, Jr. (the "83 Toth Trust"), (ii) 3,960,486 shares are held by
Toth's spouse for the Daughter's 67 Trust, which already owned
2,177,812 shares, (iii) 2,297,266 shares are held by Toth's spouse
under a Trust Agreement dated January 1, 1994 for the benefit of
Toth's adult child (the "Daughter's 94 Trust"), and (iv) 1,010,797
shares are held by Toth's spouse under a Trust Agreement dated
July 9, 1982 for the benefit of Toth's spouse (the "Spouse's 82 Trust").
The sixth purpose of this Amendment No. 17 is to report that the January
18, 1994 Voting Agreement which Suchik has with Toth, the 76 Toth Trust,
CLT (a Michigan partnership of which Toth is controlling partner), and
their affiliates (the "Voting Agreement"), governs more shares than
previously reported as a result of the Advanced Animations, VISPAC
and Visual Services acquisitions. In September 1995, the CLT
partnership partially exercised an 825,000 share option and was
issued 400,000 shares. The 1,000, 400,000, 1,775,850, 3,476,635,
and 11,826,323 shares (a total of 17,479,808 shares) owned by Toth
personally, CLT, the 76 Toth Trust, the Toth GRAT, and the 83 Toth
Trust, respectively, are subject to the Voting Agreement.
Item 4. Purpose of Transaction.
The Item 4 response is not amended in any way.
Item 5. Interest in Securities of the Issuer.
The Item 5 response is amended by deleting the first paragraph of
Section (a) in its entirety and replacing such paragraph with the
following:
NO. 918322 10 8 13D Page 6 of 8 Pages
(a) As of the date of this Amendment No. 17, Suchik beneficially
owned 969,488 shares of the Common Stock, or approximately 2.97% of
the 32,628,562 outstanding shares (excluding 8,243,605 treasury
shares):
(1) Of the 969,488 shares in which Suchik is deemed to have a beneficial
interest, Suchik holds and votes only 482,000 shares directly, which
are subject to the Voting Agreement committing Suchik to vote for Toth
and his nominee to VSI's Board of Directors (the "Board"); not
withstanding such commitment, Suchik is hereby deemed to have sole
voting power over such shares. In addition, Suchik holds 11,113 shares
in his self-directed Individual Retirement Account, for which he has
sole voting and dispositive powers.
(2) The 476,375 Children's Trusts Shares are held in parts of 151,751,
162,312 and 162,312 shares by an independent trustee for the benefit of
Suchik's three children. Suchik disclaims beneficial ownership of all
such shares, since he has no right to direct the independent trustee to
vote, or direct the disposition of, the Children's Trusts Shares.
However, the trustee may be reasonably expected not to oppose Suchik's
initiatives and Suchik is hereby deemed to have shared voting and
dispositive powers regarding such shares.
(3) Toth directly and directly holds 17,479,808 shares through CLT, the
76 Toth Trust, the Toth GRAT, and the 83 Toth Trust, which are subject
to the Voting Agreement, which provides that Toth, the Toth Trust, CLT
and their affiliates will vote in favor of such nominees to BKNT's
Board as shall be nominated by BKNT's Board. Although Suchik has the
theoretical right to demand a proxy to enforce such voting obligation,
Suchik cannot be reasonably expected to oppose Toth's initiatives.
Accordingly, Suchik is no longer deemed to have shared voting power
concerning shares held by the above-named entities. The Voting
Agreement would apply to the remaining 425,000 option shares which CLT
may purchase from VSI before May 2000.
The 6,138,298, 2,297,266 and 1,010,797 shares owned by the Daughter's
67 Trust, the Daughter's 94 Trust and the Spouse's 82 Trust,
respectively, are not included with Suchik's holdings because, while
such entities may be affiliates of Toth (who disclaims beneficial
ownership of such shares), such entities are not parties to the Voting
Agreement and enforcement of its voting provisions against such trusts
might adversely affect their legal status. However, their trustee,
Toth's spouse, may not be reasonably expected to oppose Toth's
initiatives.
NO. 918322 10 8 13D Page 7 of 8 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Item 6 response is not amended in any way.
Item 7. Materials to Be Filed as Exhibits.
None.
S I G N A T U R E
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.
Dated: November ____, 1997
_
Martin S. Suchik
NO. 918322 10 8 13D Page 8 of 8 Pages
Exhibit Index Required by Rule 0-3(c)
Exhibit
Exhibit I. Voting Agreement dated as of January 18, 1994.
Sequential Page Number in Numbering System Required by
Rule 0-3(b) _
Filed with Amendment No.13 to
Schedule 13D dated February 25, 1994.
??
