NO. 918322 10 8 13D Page 3 of 6 Pages
Item 1. Security and Issuer.
The Item 1 response is restated in its entirety as follows:
This Amendment No. 4 to the Statement on Schedule 13D, as
amended about February 26, 1994 by Amendment No. 1, about
September 8, 1995 by Amendment No. 2, and about February 18, 1997
by Amendment No. 3, relates to the Common Stock, par value $.01
per share, of VSI Holdings, Inc. ("VSI") (formerly, The Banker's
Note, Inc.), the principal address of which is 4900 Highlands
Parkway, Smyrna, Georgia 30082.
Item 2. Identity and Background.
The Item 2 response is restated in its entirety as follows:
This Amendment No. 4 is filed by Steve Toth, Jr. ("Toth"), a
United States citizen, whose business address is 2100 North
Woodward West, Suite 201, Bloomfield Hills, Michigan 48403. Toth
is chief executive officer of Visual Services, Inc. and its
affiliates ("Visual Services"), the address of which is Toth's.
Toth is the uncle of Martin S. Suchik, the Executive Vice
President and chief executive officer of VSI ("Suchik"), of which
Toth is President. During the last five years, Toth has not been
convicted in a criminal proceeding and 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 thereof.
Item 3. Source and Amount of Funds or Other Consideration.
The Item 3 response incorporates all previous filings of Toth
and is hereby amended by adding the following:
The purpose of this Amendment No. 4 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 6,200,000 shares issued, (i) 3,476,635 shares are owned by
the Steve Toth, Jr. Grantor Retained Annuity Trust (the "Toth
GRAT"), of which Toth is the trustee, (ii) 1,000,850 shares are
owned under a Trust Agreement dated December 20, 1976 f/b/o Steve
Toth, Jr. (the "Toth Trust"), of which Toth is the trustee, and
(iii) 1,722,515 shares are owned under a Trust Agreement dated
September 1, 1966 for the benefit of Toth's adult child (the "Toth
Daughter's Trust"), the trustee of which is Toth's spouse.
Item 4. Purpose of Transaction.
The Item 4 response is not amended in any way.
NO. 918322 10 8 13D Page 4 of 6 Pages
Item 5. Interest in Securities of the Issuer.
The Item 5 response incorporates all previous filings of Toth
and is hereby amended by adding the following:
As of the date of this Amendment No. 4, Toth beneficially
owned 15,019,893 shares of the Common Stock, or approximately
82.0% of VSI's 18,321,287 outstanding shares (excluding 1,091,122
treasury shares):
(1) Toth is deemed to have the sole right to vote and
dispose of all 6,652,483 shares acquired by Visual Services
in February 1997 because he is its majority owner.
Of the 230,000 and 225,297 shares acquired in February
1997 by trusts of Thomas W. Marquis and his spouse, none are
included with Toth's holdings, notwithstanding Marquis'
employment as a senior officer of Visual Services, because
Toth has no agreement with either Marquis to act in concert
in the voting or disposition of their shares in VSI.
(2) Toth is deemed to have the sole right to vote and
dispose of all 3,476,635 shares acquired by the Toth GRAT as
reported by this Amendment No. 4 because he, as its trustee,
has sole voting and dispositive powers over its assets.
(3) As reported prior to this Amendment No. 4, Toth, the
Toth Trust and the CLT Partnership ("CLT") held 1,000,
775,000 and 400,000 shares. The voting rights of such
1,176,000 shares, together with the 1,000,850 shares acquired
by the Toth Trust as reported by this Amendment No. 4, are
subject to the January 18, 1994 Voting Agreement. However,
since Toth controls Visual Services and the Toth GRAT which
are not subject to the Voting Agreement and together hold
majority control of VSI, Toth is deemed to have the sole
right to vote and dispose of all 1,000, 1,775,850 and 400,000
shares owned by him, the Toth Trust and CLT.
Toth and the Toth Trust assigned the 1,000 and 775,000
shares to CLT for its use, but the Toth Trust has not
assigned the additional 1,000,850 shares to CLT.
(4) While Toth disclaims beneficial ownership of
2,177,813 shares held by Toth Daughter's Trust, including the
1,722,515 shares acquired as reported by this Amendment No.
4, its trustee, Toth's spouse, may not be reasonably expected
not to oppose Toth's initiatives. Accordingly, Toth is
deemed to have shared voting and dispositive powers regarding
the Trust's 2,177,813 shares.
NO. 918322 10 8 13D Page 5 of 6 Pages
(5) As reported prior to this Amendment No. 4, Toth, the
Toth Trust and CLT have certain voting rights to shares owned
by Suchik pursuant to the Voting Agreement. As of the date
of this Amendment No. 4, Suchik owned 525,000 shares and
another 11,113 shares through his self-directed Individual
Retirement Account which are subject to the Voting Agreement.
Accordingly, Toth is hereby deemed to have shared voting
power but no dispositive power concerning the 536,113 shares
held by Suchik and his IRA account.
Another 476,375 shares are owned by an independent
trustee of three trusts for the benefit of Suchik's children,
the beneficial ownership of which shares is disclaimed by
Suchik. Because the independent trustee is not a party to
the January 18, 1994 Voting Agreement, Toth is not considered
to share voting control over the trusts' shares.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The Item 6 response incorporates all previous filings of Toth
and is hereby amended by adding the following:
As of January 18, 1994, Toth, the Toth Trust, CLT and Suchik
entered into the Voting Agreement, whereby Suchik agreed to vote
for Toth and his nominee for seats on VSI's Board of Directors,
and Toth, the Toth Trust and CLT agreed to vote for the slate of
directors nominated by VSI's Board, and Toth and his designee
Marquis joined VSI's Board on March 1, 1994. The effect of the
Voting Agreement on certain blocks of stock is described in Item
5; the Voting Agreement does not apply to shares owned by Visual
Services, the Toth GRAT and Toth Daughter's Trust. The Voting
Agreement would apply to the remaining 425,000 option shares which
CLT may purchase from VSI before May 2000.
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: July ___, 1997
Steve Toth, Jr.
NO. 918322 10 8 13D Page 6 of 6 Pages
Exhibit Index Required by Rule 0-3(c)
Exhibit
Exhibit I. Stock Option
Agreement dated as of May 6,
1993.
Exhibit II. First Amendment
to Stock Option Agreement
dated as of December 30, 1993,
executed on January 18, 1994.
Exhibit III. Voting Agreement
dated as of January 18, 1994.
Sequential Page Number in
Numbering System Required by
Rule 0-3(b)
Pages 6-12 of Schedule 13D
dated January 14, 1994.
Page 7 of Amendment No. 1
dated February 26, 1994.
Pages 8-9 of Amendment No. 1
dated February 26, 1994.
