NO. 066279 10 0 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. 3 to the Statement on Schedule 13D, as amended on
or about February 26, 1994 by Amendment No. 1 and on or about September
8, 1995 by Amendment No. 2, relates to the Common Stock, par value $.01
per share, of The Banker's Note, Inc. ("BKNT"), 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. 3 is filed by Steve Toth, Jr. ("Toth"), a United States
citizen, the business address of whom is 2100 North Woodward West, Suite
201, Bloomfield Hills, Michigan 48403. Toth is the chief executive officer of
Visual Services, Inc. (and its affiliates) ("Visual Services"), the address of
which is the same as Toth's. Toth is the uncle of Martin S. Suchik, the
President and chief executive officer of BKNT ("Suchik"). 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 with respect to such laws.
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. 3 is to report that BKNT will issue
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, the
successor to a former limited liability company of which Visual Services had a
majority interest. Of the 7,563,077 shares issuable in the February 1, 1997
plan of merger, (i) 6,652,483 shares are owned by Visual Services, (ii)
455,297 shares are owned by a trust for the benefit of Toth's adult child, the
trustee of which is Toth's spouse, and (iii) 230,000 and 225,297 shares are
owned by trusts for Thomas W.
NO. 066279 10 0 13D Page 4 of 6 Pages
Marquis, a senior officer of Visual Services ("Marquis"), and his spouse.
None of the 7,563,077 shares are subject to the January 18, 1994 Voting
Agreement (the "Voting Agreement") which Toth, the Steve Toth, Jr. Trust
(the "Toth Trust"), and the CLT Partnership ("CLT") have with Suchik.
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 incorporates all previous filings of Toth and is hereby
amended by adding the following:
As of the date of this Amendment No. 3, Toth beneficially owned
8,909,893 shares of the Common Stock, or approximately 73.66% of the
12,096,087 outstanding shares (excluding 1,091,122 treasury shares):
(1) As reported before prior to this Amendment No. 3, Toth, the Toth
Trust and CLT purchased 1,000, 775,000 and 400,000 shares, respectively,
of the $.01 par value Common Stock of BKNT (the shares held by Toth and
the Toth Trust have since been assigned to the CLT Partnership for its use).
The voting rights of such shares are subject to the Voting Agreement;
however, notwithstanding the Voting Agreement, because of Toth's majority
ownership of Visual Services, and Visual Services' majority ownership of
BKNT, Toth is hereby deemed to have the sole right to vote and dispose of all
1,176,000 shares.
(2) Toth is deemed to have the sole right to vote and dispose of all of
the 6,652,483 shares just acquired by Visual Services because Toth is the
majority owner of Visual Services.
(3) Toth disclaims beneficial ownership of the 455,297 shares just
acquired in trust for Toth's daughter, since he has no right to direct the
trustee to vote, or direct the disposition of, such shares. However, the
trustee, Toth's spouse, may be reasonably expected not to oppose Toth's
initiatives and Toth is hereby deemed to have shared voting and dispositive
powers regarding such 455,297 shares.
Of the 230,000 and 225,297 shares just acquired by the trusts of
Marquis and his spouse, none of such shares are included with Toth's
holdings, notwithstanding Marquis' employment with Visual Services,
066279 10 0 13D Page 5 of 6 Pages
because Toth and neither Marquis have an explicit agreement to act in concert
with each other regarding the voting or disposition of their respective shares
in BKNT.NO.
(4) As reported prior to this Amendment No. 3, Toth, the Toth Trust
and CLT have certain voting rights to shares owned by Suchik subject to the
Voting Agreement. As of the date of this Amendment No. 3, Suchik owned
615,000 shares individually 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 626,113 shares held by Suchik and
his IRA account.
Another 416,375 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 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 BKNT's Board of Directors, and Toth, the Toth Trust
and CLT agreed to vote for the slate of directors nominated by BKNT's
Board, and Toth and his designee Marquis joined BKNT's Board on March 1,
1994. Accordingly, Toth is deemed to have shared voting power but no
dispositive power concerning shares held by Suchik. The Voting Agreement
would apply to the remaining 425,000 option shares which CLT may purchase
from BKNT 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: February ___, 1997
Steve Toth, Jr.
<PAGE>
NO. 066279 10 0 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.
<PAGE>
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.
