UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 10549
SCHEDULE 13D
Page 1 of 7
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
Steve Toth, Jr. Copy to: Michael A. Kilgore, Esq.
2100 N. Woodward West 717 Channing Drive, NW
Suite 201 Atlanta, GA 30318
Bloomfield Hills, MI 48304 (404) 351-7766
(248) 644-6500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 1 and September 30, 1997
(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 7 Pages
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
1. Steve Toth, Jr. (S.S. ####-##-####)
Check the Appropriate Box if a Member of a Group* (a)
(b)
2.
SEC Use Only
3.
Source of Funds*
4. 00
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. 17,479,808 (53.57% of 32,628,562)
Shares
Beneficially Shared Voting Power
Owned by
Each 8. 9,446,361 (28.95%)
Reporting
Person Sole Dispositive Power
With
9. 17,479,808 (53.57%)
Shared Dispositive Power
10. 9,446,361 (28.95%)
Aggregate Amount Beneficially Owned by Each reporting Person
11. 26,926,169 (82.52% 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, 82.52% of 32,628,562 shares
Type of Reporting Person*
14. IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDES BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE INFORMATION
NO. 918322 10 8 13D Page 3 of 7 Pages
Item 1. Security and Issuer.
The Item 1 response is restated in its entirety as follows:
This Amendment No. 5 to the Statement on Schedule 13D, as amended by
Amendment No. 1 dated about February 26, 1994, Amendment No. 2 dated about
September 8, 1995, Amendment No. 3 dated about February 18, 1997, and Amendment
No. 4 dated July 30, 1997, relates to the Common Stock, par value $.01 per
share, of VSI Holdings, Inc. ("VSI"), a Georgia corporation (formerly, 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. 5 is filed by Steve Toth, Jr. ("Toth"), a United
States citizen, whose business address is 2100 North Woodward West, Suite 201,
Bloomfield Hills, Michigan 48304. Toth is President of VSI, and the uncle of
Martin S. Suchik, Executive Vice President of VSI ("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 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 first purpose of this Amendment No. 5 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 4 of 7 Pages
The second purpose of this Amendment No. 5 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 third purpose of this Amendment No. 5 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 fourth purpose of this Amendment No. 5 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 incorporates all previous filings of Toth and is
hereby amended by adding the following:
NO. 918322 10 8 13D Page 5 of 7 Pages
(a) As of the date of this Amendment No. 5, Toth beneficially owned
26,926,169 shares of the Common Stock, or approximately 82.52% of the
32,628,562 outstanding shares (excluding 8,243,605 treasury shares):
(1) Toth is deemed to have the sole right to vote and dispose of 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, the CLT partnership, the 76
Toth Trust, the Toth GRAT, and the 83 Toth Trust, respectively, because
as owner, controlling partner or trustee, Toth has sole voting and
dispositive powers over those 17,479,808 shares. Toth and the 76 Toth
Trust have assigned the 1,000 and 775,000 (of 1,775,850) shares to CLT
for its use, but the 76 Toth Trust has not assigned the other 1,000,850
shares to CLT.
(2) The 6,138,298, 2,297,266 and 1,010,797 shares (a total of 9,446,361
shares) owned by the Daughter's 67 Trust, the Daughter's 94 Trust and the
Spouse's 82 Trust, respectively, are not included with Toth'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. Accordingly, Toth is deemed to have shared voting and
dispositive powers over those 9,446,361 shares.
(3) Toth, the 76 Toth Trust and CLT have certain voting rights to shares
owned by Suchik pursuant to the Voting Agreement committing Suchik to
vote for Toth and his nominee to VSI's Board of Directors (the "Board").
As of the date of this Amendment No. 5, Suchik owned 482,000 shares
directly and another 11,113 shares through his self-directed Individual
Retirement account which are subject to the Voting Agreement. Although
Toth has the theoretical right to demand a proxy to enforce such voting
obligation, Toth personally controls a majority of the outstanding shares
and has no need to exercise such demand. Accordingly, Toth is hereby
deemed to no longer have shared voting power concerning the 493,113
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 is disclaimed by Suchik. Because the trustee is not a party to the
Voting Agreement and enforcement of its voting provisions against such
trusts might adversely affect their legal status, Toth is not considered
to share voting control over the trusts' shares.
NO. 918322 10 8 13D Page 6 of 7 Pages
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. The effect of the Voting Agreement on certain blocks of
stock is described in Item 5. 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: November ___, 1997
Steve Toth, Jr.
NO. 918322 10 8 13D Page 7 of 7 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.
