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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Book Centers, Inc.
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(Name of Issuer)
Common Stock, No Par Value
--------------------------
(Title of Class of Securities)
098539 10 9
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(CUSIP Number)
Barry E. Fast
211 E. 11th Street, Suite 3
New York, New York 10003
(800) 326-3080
Daniel P. Halloran
5600 N.E. Hassalo Street
Portland, Oregon 97213
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 6 and 8, 1996
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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 ____.
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 should
be sent.
*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).
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SCHEDULE 13D
CUSIP No. 098539 10 9 Page 1 of 2 Pages
1. Name of reporting person; S.S. or I.R.S. identification no. of above
person.
Barry E. Fast and Daniel P. Halloran
2. Check the appropriate box if a member of a group.* (a) _x_
(b) ___
3. SEC use only.
4. Source of funds.*
PF
5. Check box if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e). _____
6. Citizenship or place of organization.
Messrs. Fast and Halloran are both U.S. Citizens
7. Number of shares beneficially owned by each reporting person with sole
voting power.
711,615 shares of common stock (339,574 shares of common stock for Mr. Fast
and 372,041 for Mr. Halloran)
8. Number of shares beneficially owned by each reporting person with shared
voting power.
9,166 shares of common stock (1,581 shares of common stock for Mr. Fast and
7,585 for Mr. Halloran)
9. Number of shares beneficially owned by each reporting person with sole
dispositive power.
711,615 shares of common stock (339,574 shares of common stock for Mr. Fast
and 372,041 for Mr. Halloran)
10. Number of shares beneficially owned by each reporting person with shared
dispositive power.
711,615 shares of common stock (339,574 shares of common stock for Mr. Fast
and 372,041 for Mr. Halloran)
11. Aggregate amount beneficially owned by each reporting person.
720,781 shares of common stock (341,155 shares of common stock for Mr. Fast
and 379,626 for Mr. Halloran)
12. Check box if the aggregate amount in Row (11) excludes certain shares.*
____
Not applicable
13. Percent of class presented by amount in Row (11).
64.1 percent (30.3 percent for Mr. Fast and 33.7 percent for Mr. Halloran)
14. Type of reporting person.*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. Security and Issuer
This statement relates to shares of common stock of Book Centers, Inc., an
Oregon corporation (the "Company"), formerly known as Industrial Investment
Corporation, whose principal executive officers are located at 5600 N.E.
Hassalo Street, Portland, Oregon 97213.
Item 2. Identity and Background
(a) The names of the persons filing this statement are Barry E. Fast and
Daniel P. Halloran, and this statement is filed on behalf of both of them.
(b) Mr. Fast's address is 211 E. 11th Street, Suite 3, New York, New York
10003; Mr. Halloran's address is 5600 N.E. Hassalo Street, Portland, Oregon
97213.
(c) Mr. Fast's present principal occupation is Vice President of the
Company; Mr. Halloran's present principal occupation is Chief Executive
Officer, President, Chief Financial Officer, Controller, Secretary/Treasurer,
and Chairman of the Board of Directors of the Company.
(d) During the past five years, neither Mr. Fast nor Mr. Halloran have
been convicted in any criminal proceeding.
(e) During the past five years, neither Mr. Fast nor Mr. Halloran have
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in 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.
(f) Messrs. Fast and Halloran are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The Company issued the shares of common stock to Messrs. Fast and Halloran
in payment of certain compensation owing to them under each of their employment
agreements as described more fully in Item 4 below.
Item 4. Purpose of Transaction
The Company and Mr. Daniel P. Halloran entered into an amendment to his
Employment Agreement on May 6, 1996, effective February 29, 1996, by the terms
of which the Company issued to him 260,767 shares of common stock, at nine
cents per share, in payment of compensation in the amount of $23,469 the
Company
owed and would owe to him under his Employment Agreement. The Company and Mr.
Barry E. Fast also entered into an amendment to his Employment Agreement on May
8, 1996, effective February 29, 1996, by the terms of which the Company issued
to him 227,500 shares of common stock, at nine cents per share, in payment of
compensation in the amount of $20,475 the Company owed and would owe to him
under his Employment Agreement. On February 29, 1996, the Company's Board of
Directors approved the issuance of these shares in order to pay to Messrs.
Halloran and Fast the compensation they had deferred since 1992 and would defer
through the expiration of the term of their Employment Agreements on December
31, 1996, to permit the Company to pay interest on its line of credit and to
finance its operations. The Board of Directors approved the issuance of these
shares to them as of February 29, 1996, but subject to the Company's subsequent
determination of the amount of compensation they had deferred and would defer
under their Employment Agreements through December 31, 1996, and of the number
of shares to be issued and subject to the negotiation and execution of written
amendments to their Employment Agreements. A copy of the amendments are
included herewith as Exhibits 99.1 and 99.2.
On April 26, 1996, the Company filed with the Securities and Exchange
Commission a Rule 13E-3 Transaction Statement with respect to a plan or
proposal the Company proposes to submit to its stockholders for the approval
and adoption of Articles of Amendment to the Company's Restated Articles of
Incorporation providing (a) for a reduction in the number of authorized shares
of common stock from 50,000,000 shares of common stock to 500 shares of common
stock (the "New Common Stock"), for a 100,000 to one reverse stock split of the
Company's shares of common stock, and for cash payment in the amount of nine
cents per share of currently outstanding common stock in lieu of the issuance
of any resulting fractional shares of the New Common Stock to stockholders who,
after the reverse stock split, own less than one
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share of the New Common Stock (the "Reverse Stock Split"). If the stockholders
of the Company approve the Reverse Stock Split, the Company's shares of common
stock will become eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934. The Company intends to apply
for termination of registration of its shares of common stock as soon as
possible after the stockholders' approval of the Reverse Stock Split. Messrs.
Fast and Halloran, in their capacities as members of the Board of Directors of
the Company at meetings thereof on February 29, 1996, and March 28, 1996, voted
in favor of submitting the Reverse Stock Split to the stockholders for their
consideration. They also intend to vote in favor of such Reverse Stock Split
in their capacity as stockholders of the Company at the special meeting of the
stockholders tentatively scheduled for May 30, 1996. Except as set forth
above, Messrs. Fast and Halloran do not have any plans or proposals which
relate to or would result in any of the matters described in subparagraphs (a)
through (j) of this Item 4.
Item 5. Interest in Securities of the Issuer
(a) Messrs. Fast and Halloran are the beneficial owners in the aggregate
of 720,781 shares of the common stock of the Company, representing in the
aggregate 64.1 percent of such class; Mr. Fast is the beneficial owner of
341,155 shares of the common stock of the Company, representing in the
aggregate 30.3 percent of such class; and Mr. Halloran is the beneficial owner
in the aggregate of 379,626 shares of the common stock of the Company,
representing in the aggregate 33.7 percent of such class.
(b) Messrs. Fast and Halloran have in the aggregate the sole power to vote
or to direct the vote and the sole power to dispose or direct the disposition
of 711,615 shares of common stock of the Company. Mr. Fast has the sole power
to vote or to direct the vote and the sole power to dispose or to direct the
disposition of 339,574 shares of common stock of the Company, and Mr. Halloran
has the sole power to vote or to direct the vote and the sole power to dispose
or to direct the disposition of 372,041 shares. Messrs. Fast and Halloran have
in the aggregate shared power to vote or direct the vote and shared power to
dispose or to direct the disposition of 9,166 shares of common stock. Mr. Fast
has the shared power to vote or to direct the vote and the shared power to
dispose or direct the disposition of 1,581 shares of common stock of the
Company, and Mr. Halloran has the shared power to vote or to direct the
vote and the shared power to dispose or to direct the disposition of 7,585
shares. Messrs. Fast and Halloran share the power to vote or to direct the
vote and the power to dispose or to direct the disposition of such shares with
the Company's Employee Stock Ownership Plan and Trust (the "ESOP"). These
shares are allocated to the accounts of Messrs. Fast and Halloran under the
Company's ESOP. The business address of the Company's ESOP is also 5600 N.E.
Hassalo Street, Portland, Oregon 97213. The ESOP has not been convicted of any
criminal proceeding and it has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which resulted in 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.
(c) Except as set forth in Item 4, neither Mr. Fast nor Mr. Halloran have
effected any transactions in the shares of common stock of the Company during
the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Messrs. Fast and Halloran have jointly agreed that if a shareholder of the
Company offers to sell their shares to either of Messrs. Fast or Halloran, they
grant to each other a right of first refusal to purchase such shares in equal
proportions. Either Mr. Fast or Mr. Halloran may revoke this agreement at any
time and for any reason.
Item 7. Material to Be Filed as Exhibits
(a) Amendment to Employment Agreement between the Company and Mr. Halloran
dated May 6, 1996, effective February 29, 1996.
(b) Amendment to Employment Agreement between the Company and Mr. Fast
dated May 8, 1996, effective February 29, 1996.
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Signature
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.
May 8, 1996 /s/ Barry E. Fast
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Date Signature
Barry E. Fast
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Name/Title
May 13, 1996 /s/ Daniel P. Halloran
- - ------------------------------- ----------------------------------------
Date Signature
Daniel P. Halloran
----------------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
- - ------- ----------- ----
<S> <C> <C>
99.1 Amendment to Employment Agreement between the
Company and Mr. Halloran dated May 6, 1996,
effective February 29, 1996
99.2 Amendment to Employment Agreement between the
Company and Mr. Fast dated May 8, 1996,
effective February 29, 1996
6
</TABLE>
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made and
entered on May 6, 1996, effective February 29, 1996 (the "Effective Date"), by
and between BOOK CENTERS, INC., an Oregon corporation (the "Corporation"), and
DANIEL P. HALLORAN (the "Employee").
RECITALS:
--------
A. Corporation and Employee entered into an Employment Agreement
(the "Agreement") dated January 1, 1992;
B. Employee has deferred and continues to defer the payment of a
part of the salary due and owing to Employee under the Agreement (collectively,
the "Deferred Salary") in order to permit the Corporation to pay interest on
its indebtedness and to finance its operations;
C. Corporation desires to pay the Deferred Salary in shares of
common stock of the Corporation in lieu of the payment thereof in cash; and
D. Employee desires to accept the issuance of shares of the
Corporation's common stock in payment of the Deferred Salary, upon the terms
and conditions set forth herein.
NOW, THEREFORE, it is agreed as follows:
1. Continued Effectiveness. Except as expressly modified by this
Amendment, all terms, conditions, agreements, and covenants set forth in the
Agreement are hereby ratified and confirmed and shall continue in full force
and effect.
2. Defined Terms. Unless otherwise defined herein, capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to them in the Agreement.
3. Issuance of Shares. Corporation shall issue to Employee as of
the Effective Date hereof Two Hundred Sixty Thousand Seven Hundred Sixty-Seven
(260,767) shares of the Corporation's common stock (the "Shares") in payment of
the amount of Twenty-Three Thousand Four Hundred Sixty-Nine Dollars ($23,469),
representing the Deferred Salary for the period January 1, 1992, through
December 31, 1996. The issuance of the Shares shall be in full satisfaction of
the payment of the Deferred Salary. Corporation shall deliver to Employee a
stock certificate for such Shares concurrently with the execution hereof.
4. Investment Intent. The Shares being acquired under this
Agreement are being acquired for Employee's own account and not with the view
to, or for resale in connection with, any
Page 1 - AMENDMENT TO EMPLOYMENT AGREEMENT
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distribution or public offering thereof within the meaning of the Securities
Act of 1933. Employee understands that the Shares have not been registered
under the Securities Act of 1933 in reliance upon an exemption from
registration. Employee understands that the Shares must be held indefinitely,
unless the Shares subsequently are registered under the Securities Act of 1933
or unless an exemption from registration is otherwise available. Employee
understands that the Corporation is not obligated to register the Shares.
5. Application of Agreement to Successor Lender. All references in
the Agreement to the Ambassador Factors Division of Fleet Factors Corp or
Ambassador shall mean Centennial Bank, Security Agreements shall mean those
certain Loan Agreements dated June 28, 1995, between Centennial Bank and
Academic Book Center, Inc. and any and all other agreements or other documents
executed thereunder or in connection therewith, and Ambassador Guaranty shall
mean the guaranty Employee executed and delivered to Centennial Bank under and
in connection with such Loan Agreements.
IN WITNESS WHEREOF, the Corporation and Employee have executed this
Amendment as of the date set forth above.
CORPORATION:
BOOK CENTERS, INC.
By: /s/ Daniel P. Halloran
------------------------------
Title: President
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EMPLOYEE:
/s/ Daniel P. Halloran
---------------------------------
Daniel P. Halloran
Page 2 - AMENDMENT TO EMPLOYMENT AGREEMENT
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AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made and
entered on May 8, 1996, effective February 29, 1996 (the "Effective Date"), by
and between BOOK CENTERS, INC., an Oregon corporation (the "Corporation"), and
BARRY E. FAST (the "Employee").
RECITALS:
--------
A. Corporation and Employee entered into an Employment Agreement
(the "Agreement") dated January 1, 1992;
B. Employee has deferred and continues to defer the payment of a
part of the salary due and owing to Employee under the Agreement (collectively,
the "Deferred Salary") in order to permit the Corporation to pay interest on
its indebtedness and to finance its operations;
C. Corporation desires to pay the Deferred Salary in shares of
common stock of the Corporation in lieu of the payment thereof in cash; and
D. Employee desires to accept the issuance of shares of the
Corporation's common stock in payment of the Deferred Salary, upon the terms
and conditions set forth herein.
NOW, THEREFORE, it is agreed as follows:
1. Continued Effectiveness. Except as expressly modified by this
Amendment, all terms, conditions, agreements, and covenants set forth in the
Agreement are hereby ratified and confirmed and shall continue in full force
and effect.
2. Defined Terms. Unless otherwise defined herein, capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to them in the Agreement.
3. Issuance of Shares. Corporation shall issue to Employee as of
the Effective Date hereof Two Hundred Twenty-Seven Thousand Five Hundred
(227,500) shares of the Corporation's common stock (the "Shares") in payment of
the amount of Twenty Thousand Four Hundred Seventy-Five Dollars ($20,475),
representing the Deferred Salary for the period January 1, 1992, through
December 31, 1996. The issuance of the Shares shall be in full satisfaction of
the payment of the Deferred Salary. Corporation shall deliver to Employee a
stock certificate for such Shares concurrently with the execution hereof.
4. Investment Intent. The Shares being acquired under this
Agreement are being acquired for Employee's own account and not with the view
to, or for resale in connection with, any
Page 1 - AMENDMENT TO EMPLOYMENT AGREEMENT
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distribution or public offering thereof within the meaning of the Securities
Act of 1933. Employee understands that the Shares have not been registered
under the Securities Act of 1933 in reliance upon an exemption from
registration. Employee understands that the Shares must be held indefinitely,
unless the Shares subsequently are registered under the Securities Act of 1933
or unless an exemption from registration is otherwise available. Employee
understands that the Corporation is not obligated to register the Shares.
5. Application of Agreement to Successor Lender. All references in
the Agreement to the Ambassador Factors Division of Fleet Factors Corp or
Ambassador shall mean Centennial Bank, Security Agreements shall mean those
certain Loan Agreements dated June 28, 1995, between Centennial Bank and
Academic Book Center, Inc. and any and all other agreements or other documents
executed thereunder or in connection therewith, and Ambassador Guaranty shall
mean the guaranty Employee executed and delivered to Centennial Bank under and
in connection with such Loan Agreements.
IN WITNESS WHEREOF, the Corporation and Employee have executed this
Amendment as of the date set forth above.
CORPORATION:
BOOK CENTERS, INC.
By: /s/ Daniel P. Halloran
------------------------------
Title: President
---------------------------
EMPLOYEE:
/s/ Barry E. Fast
---------------------------------
Barry E. Fast
Page 2 - AMENDMENT TO EMPLOYMENT AGREEMENT
