<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Book Centers, Inc.
------------------
(Name of Issuer)
Common Stock, No Par Value
--------------------------
(Title of Class of Securities)
098539 10 9
-----------
(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
----------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 24, 1994
--------------
(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: __x__. (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).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 098539 10 9 Page 2 of 5 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.
232,514 shares of common stock (113,655 shares of common stock for Mr. Fast
and 118,859 for Mr. Halloran)
8. Number of shares beneficially owned by each reporting person with shared
voting power.
None
9. Number of shares beneficially owned by each reporting person with sole
dispositive power.
232,514 shares of common stock (113,655 shares of common stock for Mr. Fast
and 118,859 for Mr. Halloran)
10. Number of shares beneficially owned by each reporting person with shared
dispositive power.
None
11. Aggregate amount beneficially owned by each reporting person.
232,514 shares of common stock (113,655 shares of common stock for Mr. Fast
and 118,859 for Mr. Halloran)
12. Check box if the aggregate amount in Row (11) excludes certain shares.*
____
Not applicable
- 2 -
<PAGE> 3
CUSIP No. 098539 10 9 Page 3 of 5 Pages
13. Percent of class presented by amount in Row (11).
36.51 percent (17.85 percent for Mr. Fast and 18.66 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.
- 3 -
<PAGE> 4
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 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
Messrs. Fast and Halloran financed the acquisition of the shares of common
stock of the Company with personal funds.
Item 4. Purpose of Transaction
On or about March 24, 1994, Messrs. Fast and Halloran entered into an
arrangement pursuant to which, if a shareholder of the Company offers to sell
their shares to either of Messrs. Fast or Halloran, then they grant to each
other a right of first refusal to purchase any shares offered in equal
proportions. Between March 24, 1994, and June 28, 1995, they have each
acquired 6,575 shares of the Company's common stock at prices ranging between
10 cents and 15 cents per share. Although Messrs. Fast and Halloran have
discussed and are currently discussing plans and proposals which relate to or
would result in the Company's shares of common stock becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934 in 1996, they have not entered into any such agreement or
established a plan therefor and have acquired these shares of common stock of
the Company for investment purposes. Except as set forth above, Messrs. Fast
- 4 -
<PAGE> 5
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.
Mr. Fast filed a Schedule 13D at the time he became the owner and holder of
five percent of the shares of the Company's common stock. A copy of such
Schedule 13D is filed with this statement. The Book Centers, Inc. Employee
Stock Ownership Plan and Trust (the "ESOP") allocated to his account therewith
for the fiscal years ended December 31, 1988, through December 31, 1994, an
additional 1,581 shares of the Company's common stock. These shares of common
stock are subject to the terms of the ESOP, including the terms with respect to
the voting and disposition of such shares. The filing of this statement also
constitutes an amendment to such previously filed Schedule 13D in order to
reflect these increases in the percentage of beneficial ownership of Mr. Fast
of the shares of the Company's common stock. These increases are not subject
to and are independent of the acquisition by Messrs. Fast and Halloran pursuant
to an understanding between them described above. Except as set forth above,
Mr. Fast acquired these shares for investment purposes.
Mr. Halloran also filed three Schedules 13D with respect to his initial
acquisition of shares of common stock of the Company. A copy of such Schedules
13D is filed as exhibits to this statement. Mr. Halloran, since the initial
acquisition of his shares of common stock of the Company, acquired 200
additional shares of the Company's common stock on September 2, 1993. Mr.
Halloran acquired these shares for investment purposes. The ESOP allocated to
his account therewith for the fiscal years ended December 31, 1985, through
December 31, 1994, an additional 7,585 shares of the Company's common stock.
These shares of common stock are subject to the terms of the ESOP, including
the terms with respect to the voting and disposition of such shares. This
statement also constitutes an amendment to the previously filed Schedules 13D
in order to reflect these increases in the percentage of beneficial ownership
of Mr. Halloran of the shares of the Company's common stock. These increases
are not subject to and are independent of the acquisition by Messrs. Fast and
Halloran pursuant to an understanding between them described above. Except as
set forth above, Mr. Halloran acquired these shares for investment purposes.
Item 5. Interest in Securities of the Issuer
(a) Messrs. Fast and Halloran are the beneficial owners in the aggregate
of 232,514 shares of the common stock of the Company, representing in the
aggregate 36.51 percent of such class; Mr. Fast is the beneficial owner of
113,655 shares of the common stock of the Company, representing in the
aggregate 17.85 percent of such class; and Mr. Halloran is the beneficial owner
in the aggregate of 118,859 shares of the common stock of the Company,
representing in the aggregate 18.66 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 232,514 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 113,655 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 118,859. Neither Mr. Fast or Mr. Halloran are
the beneficial owners of any shares of the capital stock of the Company in
which they share the power to vote or to direct the vote or share the power to
dispose or direct the disposition.
- 5 -
<PAGE> 6
(c) 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) Agreement to File Joint Acquisition Statement (exhibit not included).
(b) Schedule 13D filed by Mr. Fast on December 31, 1986.
(c) Schedule 13D filed by Mr. Halloran (and others) on December 16, 1985
(exhibits not included).
(d) Schedule 13D filed by Mr. Halloran (and others) on December 24, 1986
(exhibits not included).
(e) Schedule 13D filed by Mr. Halloran (and others) on February 2, 1987
(exhibits not included).
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.
December 27, 1995 /s/ Barry E. Fast
- ------------------------------- ----------------------------------------
Date Signature
Barry E. Fast
----------------------------------------
Name/Title
December 19, 1995 /s/ Daniel P. Halloran
- ------------------------------- ----------------------------------------
Date Signature
Daniel P. Halloran
----------------------------------------
Name/Title
- 6 -
<PAGE> 7
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).
- 7 -
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
<S> <C> <C>
99.1 Agreement to File Joint Acquisition Statement (exhibit not
included)
99.2 Schedule 13D filed by Barry E. Fast on December
31, 1986
99.3 Schedule 13D filed by Mr. Halloran (and others) on December 16,
1985 (exhibits not included)
99.4 Schedule 13D filed by Mr. Halloran (and others) on December 24,
1986 (exhibits not included)
99.5 Schedule 13D filed by Mr. Halloran (and others) on February 2,
1987 (exhibits not included)
- 10 -
</TABLE>
AGREEMENT TO FILE JOINT ACQUISITION STATEMENT
---------------------------------------------
Daniel P. Halloran and Barry E. Fast hereby agree that the joint
acquisition statement on Schedule 13D, a copy of which is attached hereto, is
filed on behalf of each of them.
/s/ Daniel P. Halloran
--------------------------------------------
Daniel P. Halloran
Dated: December 19, 1995
/s/ Barry E. Fast
--------------------------------------------
Barry E. Fast
Dated: December 27, 1995
<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Industrial Investment Corporation
---------------------------------
(Name of Issuer)
Common Stock, No Par Value
--------------------------
(Title of Class of Securities)
456 170 109
-----------
(CUSIP Number)
Barry Fast, 451 Greenwich St., Fifth Floor
New York, New York 10013-1711, (212) 226-0707
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 11, 1984
---------------------------------------
(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: __x__. (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.
<PAGE>
This 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).
(Continued on following page(s))
Page 1 of 5 Pages
<PAGE>
CUSIP No. 456-170-109
-----------
1. Name of reporting person; S.S. or I.R.S. identification no. of above
person.
Barry Fast
2. Check the appropriate box if a member of a group.*
(a) [____]
(b) [____]
3. SEC use only.
4. Source of funds.*
PF
5. Check box if disclosure of legal proceedings is required pursuant to Item
2(d) or 2(e) [_____]
Not Applicable.
6. Citizenship or place of organization.
U.S. citizen.
Number of shares beneficially owned by each reporting person with
7. Sole voting power.
104,499 shares.
8. Shared voting power. None.
9. Sole dispositive power:
104,499 shares.
10. Sole dispositive power: None.
11. Aggregate amount beneficially owned by each reporting person.
104,499 shares.
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).
14.1 percent.
<PAGE>
14. Type of reporting person.*
IN
Page 2 of 5 Pages
<PAGE>
Statement in Response to Schedule 13D
-------------------------------------
Item 1. Security and Issuer.
-------------------
The class of securities to which this Statement relates is the common
stock, no par value, of Industrial Investment Corporation, an Oregon
corporation ("Industrial Investment") or the "Company"), whose address is 5600
N.E. Hassalo, Portland, 97213.
Item 2. Identity and Background.
-----------------------
(a) The name of the reporting person is Barry Fast.
(b) Mr. Fast's business address is 451 Greenwich Street, Fifth Floor, New
York, N.Y. 10013-1711.
(c) Mr. Fast is the president of Taylor-Carlisle's Book Store, Inc., 451
Greenwich Street, Fifth Floor, New York, N.Y. 10013-1711.
(d) Mr. Fast has not been convicted within the last five years in a
criminal proceeding, other than in a traffic violation or similar misdemeanor.
(e) Mr. Fast has not been subjected to a final decree or judgment in the
last five years relating to a federal or state securities law violation.
(f) Mr. Fast is a U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Item 4. Purpose of Transaction.
----------------------
Mr. Fast acquired the shares for investment.
(a) Mr. Fast has no present intention of acquiring any additional shares
of the Company or of disposing of any shares, although he may in the future
decide to acquire and dispose of additional shares.
(b) Mr. Fast has no present intention of having the Company or any of its
subsidiaries enter into any extraordinary corporate transaction, such as a
merger, reorganization or liquidation, although Mr. Fast may in the future
decide to support such an extraordinary corporate transaction by the Company.
(c) Mr. Fast has no present intention of selling or transferring material
amount of assets of the Company, or any of its subsidiaries, although he may in
the future support the sale or disposition of such assets.
(d) Mr. Fast has no present intention of making any changes in the Board
of Directors or management of the Company,
Page 3 of 5 Pages
<PAGE>
although he may decide in the future to support additional changes in this
regard.
(e) Mr. Fast has no present intention of making any material change in the
present capitalization or dividend policy of the Company, although he may in
the future support such a material change.
(f) Mr. Fast has no present intention of making any material change in the
Company's business or corporate structure, although he may in the future
support such changes.
(g) Mr. Fast has not present intention of making any changes in the
Company's charter, by-laws or instruments corresponding thereto, or to take any
actions which may impede the acquisition of control of the Company by any
person, although he may in the future decide to support such changes.
(h) The Company is not presently listed on a National Securities Exchange
or quoted in an inter-dealer quotation system or registered national securities
association, and Mr. Fast has no present intention of altering this situation,
although he may in the future determine to do so.
(i) Mr. Fast has no present intention of rendering the Company's equity
securities eligible for termination of registration pursuant to Section
12(g)(4) of the Securities and Exchange Act of 1984. No present means for
terminating such registration is apparent. Should an appropriate opportunity
present itself, Mr. Fast would support termination of registration.
(j) Mr. Fast has no intention of taking any other action similar to those
listed under Item 4 of the instructions for complying with Schedule 13D,
although he may in the future decide to take such action.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) Mr. Fast owns 104,499 shares constituting 14.1 percent of the
outstanding shares of the Company.
(b) Mr. Fast has sole voting and investment power with respect to 104,499
shares of the Company's Common Stock.
(c) No transactions in Company's shares have been made by Mr. Fast in the
past 60 days.
(d) No other person is known to have the right to receive or the power to
direct a receipt of dividends from, or the proceeds from the sale of Common
Stock of the Company.
(e) Mr. Fast continues to be a beneficial owner of more than 5 percent of
the Common Stock of the Company.
Page 4 of 5 Pages.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Fast and any other person with respect to any
securities of the Company including but not limited to transfer of voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, divisions of profits or
losses, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
--------------------------------
No exhibits are applicable.
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 this 19th day of December, 1986.
/s/ Barry Fast
------------------------------------
Barry Fast
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Industrial Investment Corporation
---------------------------------
(Name of Issuer)
Common Stock, No Par Value
--------------------------
(Title of Class of Securities)
456 170 109
-----------
(CUSIP Number)
James A. Larpenteur, Jr., Pacwest Center, Suite 1800
1211 S.W. Fifth Avenue, Portland, Oregon 97204
(503) 222-9981
----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 1984
-----------------
(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 _x_. (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).
(Continued on following page(s))
Page 1 of 7 Pages
<PAGE>
CUSIP No. 456 170 109 13D Page 2 of 7 Pages
1. Name of reporting person; S.S. or I.R.S. identification no. of above
person.
Donald P. Chvatal
Fred Gullette
Daniel P. Halloran
2. Check the appropriate box is a member of a group.*
(a) _x_
(b) ___
3. SEC use only.
4. Source of funds.*
BK, PF, and OO
5. Check box if disclosure of legal proceedings is required pursuant to Item
2(d) or 2(e). ___
Not applicable.
6. Citizenship or place of organization.
All members of the group are U.S. citizens.
Number of shares beneficially owned by each reporting person with:
7. Sole voting power. None
8. Shared voting power. 313,497 shares
9. Sole dispositive power. None
10. Shared dispositive power. 313,497 shares
11. Aggregate amount beneficially owned by each reporting person.
313,497 shares
12. Check box if the aggregate amount in row (11), excludes certain shares.*
___
Not applicable
13. Percent of class represented by amount in row (11).
42.2%
14. Type of reporting person.*
00 (Group made up of individuals)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Statement in Response to Schedule 13D
-------------------------------------
Item 1. Security and Issuer.
-------------------
The class of securities to which this Statement relates is the common
stock, no par value, of Industrial Investment Corporation, an Oregon
corporation ("Industrial Investment" or the "Company"), whose address is 5600
N.E. Hassalo St., Portland, Oregon 97213.
Item 2. Identity and Background.
-----------------------
(a) Messrs. Donald P. Chvatal, Daniel P. Halloran and Fred Gullette (the
"Group"), three individuals bound together by a stock voting agreement dated
November 21, 1984 (the "Voting Agreement"), which is set forth as Section 10 of
the Settlement Agreement Regarding Claims Against Industrial Investment
attached hereto as Exhibit A.
(b) All three individuals in the Group are employed by Industrial
Investment and have as their business address that set forth in response to
Item 1 above.
(c) All three individuals in the Group are executive officers of
Industrial Investment and have as their business address that set forth in the
response to Item 1 above. Specifically, Mr. Chvatal is President, Mr. Halloran
is Vice President and Mr. Gullette is Vice President and Secretary of the
Company and all are Directors of Industrial Investment. Industrial Investment
is engaged in the business of book distribution principally through two
operating subsidiaries, Academic Book Center, Inc., an Oregon corporation, and
Scholarly Book Center, Inc., an Illinois corporation.
(d) None of the three individuals in the Group has been convicted within
the last five years in a criminal proceedings, other than in a traffic
violation or similar misdemeanor.
(e) None of the three individuals in the Group has been subjected to a
final decree or judgment in the last five years relating to a federal or state
securities violation.
(f) All members of the Group are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
In December, 1984, the Group purchased a total of 97,837 common shares in
Industrial Investment from Mr. Keith Barker, who was at that time President of
Industrial Investment; Mr. Chvatal purchasing 30,560 shares, Mr. Gullette
purchasing 29,447 shares, and Mr. Halloran purchasing 37,830 shares. These
purchasers were made with personal funds and borrowings by the respective
individuals. Prior to these purchases, Mr. Halloran held 6,250 shares, Mr.
Gullette 14,633, and Mr. Chvatal 13,520 shares. The borrowed funds for Mr.
Chvatel were in the amount of $8,200 and were lent by the U.S. National Bank of
Oregon. The price for these transactions in subsidiary stock was $0.52 per
share. Mr. Halloran borrowed $8,095.62 in the form of financing by the seller,
Mr. Barker. Mr. Gullette borrowed $6,301.66 in the form of financing by the
seller, Mr. Barker. Both of these loans are secured with stock pledge
agreements.
Besides this purchase of some 97,837 shares from Mr. Barker, the three
individuals in the Group and Mr. Barker each received another 60,419 shares, or
a total 241,676 shares from Industrial Investment in exchange for their
ownership interests in two operating subsidiary corporations of Industrial
Investment, Academic Book Center, Inc. and Scholarly Book Center, Inc. For the
purposes of this exchange, the per share price of Industrial Investment stock
was ascertained to be $1.04. This exchange resulted from settlement of two
Oregon state court lawsuits, both titled Chvatal, et al v. Industrial
Investment, et al., Multnomah County Circuit Court Nos. A8403-01429 and 8403-
01430.
Taken together, the purchases from Mr. Barker, the Group's pre-existing
stock ownership, and the exchange resulted in the Group and Mr. Barker
collectively owning 437,996 shares of Industrial Investment, constituting 50.46
percent of Industrial Investment. Subsequent to the execution of the
Settlement Agreement, Mr. Barker's stock was purchased by Scholarly Book
Center, Inc., a wholly owned subsidiary of Industrial Investment, at a price of
$0.428 per share pursuant to a Stock Purchase Agreement effective April 1,
1985. The purchase price is to be paid to Mr. Barker over a 5-year period
ending October 1, 1990 and the unpaid balance is evidenced by a promissory
note. The shares are pledged to secure the payment of the purchase price, and
Industrial Investment has guaranteed payment. These transactions transferred
effective control of the Company to the Group which now holds approximately
42.2 percent of the Company's outstanding shares.
Item 4. Purpose of Transaction.
----------------------
The purpose of the above stock purchases and exchange with Industrial
Investment was to resolve a dispute between Messrs. Chvatal, Halloran and
Gullette, on the one hand, and Mr. Barker and Industrial Investment, on the
other, with regard to the ownership and distribution of income of the two
operating subsidiaries. Essentially, Messrs. Chvatal, Halloran and Gullette
argued that they had been deprived, in the past, of a fair participation in the
profits of these subsidiaries. In settlement of the dispute, Mr. Barker and
the Group equalized their ownership in the subsidiaries, Mr. Barker sold the
Group a portion of his shares in Industrial Investment, and Industrial
Investment exchanged new shares of its common stock for the minority interests
of the Group and Mr. Barker in the subsidiaries, on a value for value basis,
adjusted to reflect a $50,000 premium for the minority interests of the four of
them. The settlement is more fully set forth in the Settlement Agreement
Regarding Claims Against Industrial Investment attached as Exhibit A and the
Settlement Agreement Regarding Claims Against Barker attached hereto as Exhibit
B. Mr. Barker later agreed to sell his remaining stock in Industrial
Investment to Scholarly Book Center, Inc. A copy of the Stock Purchase
Agreement is attached hereto as Exhibit E.
As a result of the settlement, Messrs. Chvatal, Halloran and Gullette were
elected to the Industrial Investment Board of Directors. Subsequently, Mr.
Barker was elected Treasurer and Controller of the Company, Mr. Chvatal was
elected President, Mr. Halloran was elected Executive Vice President of
Industrial Investment and President of both operating subsidiaries, and Mr.
Gullette was elected Secretary. Mr. Barker has since resigned as an officer
and employee of Industrial Investment and its subsidiaries and did not stand
for reelection as a director at the annual shareholders meeting held on May 7,
1985.
(a) The Group has no present intention of acquiring any additional shares
of the issuer or of disposing of any shares of the issuer, although it may in
the future decide to acquire or dispose of additional shares;
(b) Other than the corporate exchange described above, the Group has no
present intention of having the issuer or any of its subsidiaries enter into
any extraordinary corporate transaction, such as a merger, reorganization or
liquidation, although it may in the future decide to enter into such an
extraordinary corporate transaction and is in the process of establishing an
employee stock ownership plan for the issuer;
(c) The Group has no present intention of selling or transferring a
material amount of the assets of the issuer or any of its subsidiaries,
although it may in the future decide to sell or dispose of such assets;
(d) Pursuant to the Voting Agreement and in their capacity as Directors,
the reporting persons intend to cause the Board of Directors to nominate each
other as Directors, but have no present intention of making any further changes
in the Board of Directors or management of the issuer, although they may in the
future decide to institute additional changes in this regard;
(e) The Group has no present intention of making any material change in
the present capitalization or dividend policy of the issuer, although it may in
the future decide to make such a material change;
(f) The Group has no present intention of making any material change in
the issuer's business or corporate structure, although it may in the future
decide to make such changes;
(g) The Group has no present intention of making any changes in the
issuer's charter, bylaws or instruments corresponding thereto, other than
certain revisions to the Bylaws to update, clarify and conform the Bylaws to
law, or to take any actions
Page 5 of 7 pages - STATEMENT IN RESPONSE TO SCHEDULE 13D
<PAGE>
which may impede the acquisition of control of the issuer by any person,
although it may in the future decide to make such changes;
(h) The issuer is not presently listed on a national securities exchange
or quoted in an inter-dealer quotation system of a registered national
securities exchange and the Group has no intention of altering this situation,
but may in the future determine to do so;
(i) The Group has no present intention of rendering the Company's equity
securities eligible for termination of registration pursuant to Section
12(g)(4) of the Securities & Exchange Act of 1934, although it may in the
future decide to pursue such eligibility. (Mr. Barker and certain former
Directors of the Company, before the election as Directors of Messrs. Halloran,
Chvatal or Gullette, explored a possible reverse stock split during 1984, but
the same is not currently being considered or pursued.); and
(j) The Group has no intention of taking any other actions similar to
those listed under Item 4 of the instructions for complying with Schedule 13D,
although it may in the future decide to take such similar actions.
Item 5. Interest in Securities of Issuer.
--------------------------------
(a) Messrs. Halloran, Chvatal and Gullette together beneficially own
313,497 common shares, constituting 42.2 percent of the outstanding shares of
Industrial Investment. The shares are held of record as follows:
Percentage of
Name Number of Shares Outstanding Shares
---- ---------------- ------------------
Donald P. Chvatal 104,499 14.1%
Fred Gullette 104,499 14.1%
Daniel Halloran 104,499 14.1%
As a result of the Agreements identified in Item 6 restricting the sale and
voting of shares, each of the individuals have been deemed to be the beneficial
owner of all of the shares held by the group (314,497 shares or 42.2% of the
shares outstanding).
(b) The Group has entered into the Voting Agreement binding them to vote
together for the election of Directors, to offer to sell their shares to the
Company and/or each other, prior to sale to a third party; to sell their shares
to the Company and/or each other on death; and similar restrictions, all set
forth in the Settlement Agreement attached hereto as Exhibit A. Hence, each of
the three individuals in the Group has shared power to vote and a shared power
to direct the disposition of 313,497 shares, constituting 42.3 percent of all
common shares.
Page 6 of 7 pages - STATEMENT IN RESPONSE TO SCHEDULE 13D
<PAGE>
(c) Within the last 60 days, no transaction in Industrial Investment
shares has been made by the Group.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, common
stock of Industrial Investment.
(e) The reporting person has not ceased being the beneficial owner of more
than five percent of the common stock of Industrial Investment.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
----------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
The Group, Mr. Barker, and Industrial Investment entered into court
approved Settlement Agreements dated November 21, 1984, including the Voting
Agreement among the four individuals and stock purchase/sale restrictions among
Industrial Investment and the four individuals; a copy of such agreements are
attached hereto as Exhibits A and B. Also, as mentioned in Item 3 above,
Messrs. Halloran and Gullette each have pledged certain of their shares to Mr.
Barker to secure obligations to him. Copies of such pledges are attached
hereto as Exhibits C and D. Effective April 1, 1985, Mr. Barker, Industrial
Investment, and Scholarly Book Center, Inc., entered into a Stock Purchase
Agreement for the purchase of Mr. Barker's 124,499 shares in Industrial
Investment. The shares are pledged to secure the purchase price payable under
the Stock Purchase Agreement. A copy of the Stock Purchase Agreement is
attached hereto as Exhibit E.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Attached hereto are copies of the following agreements and documents
relating matters disclosed in this Statement:
Exhibit A - Settlement Agreement Regarding Claims Against Industrial
Investment;
Exhibit B - Settlement Agreement Regarding Claims Against Barker;
Exhibit C - Stock Pledge, Halloran to Barker;
Exhibit D - Stock Pledge, Gullette to Barker;
Exhibit E - Stock Purchase Agreement.
Page 7 of 7 pages - STATEMENT IN RESPONSE TO SCHEDULE 13D
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true, complete, and
correct.
December 12, 1985
/s/ Donald P. Chvatal ###-##-####
-------------------------------------
Donald P. Chvatal
/s/ Daniel P. Halloran ###-##-####
-------------------------------------
Daniel P. Halloran
/s/ Fred Gullette ###-##-####
-------------------------------------
Fred Gullette
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Industrial Investment Corporation
---------------------------------
(Name of Issuer)
Common Stock, No Par Value
--------------------------
(Title or Class or Securities)
456 170 109
-----------
(CUSIP Number)
James A. Larpenteur, Jr., Pacwest Center, Suite 1800
1211 S.W. Fifth Avenue, Portland, Oregon 97204
(503) 222-9981
----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 11, 1986
------------------
(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 _x_. (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).
(Continued on following page(s))
Page 1 of 7 Pages
<PAGE>
CUSIP No. 456 170 109
-----------
1. Name of reporting person; S.S. or I.R.S. identification no. of above
person.
Donald P. Chvatal
Fred Gullette
Daniel P. Halloran
2. Check the appropriate box is a member of a group.*
(a) [___]
(b) [___]
3. SEC use only.
4. Source of funds.*
(Not Applicable - Dispositions only reported.)
5. Check box if disclosure of legal proceedings is required pursuant to Item
2(d) or 2(e). [___]
Not applicable.
6. Citizenship or place of organization.
Each reporting person is a U.S. citizens.
Number of shares beneficially owned by each reporting person with:
7. Sole voting power.
Daniel P. Halloran: 104,499 shares.
Donald P. Chvatal: None.
Fred Gullette: 104,499 shares.
8. Shared voting power. None.
9. Sole dispositive power.
Daniel P. Halloran: 104,499 shares.
Donald P. Chvatal: None.
Fred Gullette: 104,499 shares.
10. Sole dispositive power. None.
11. Aggregate amount beneficially owned by each reporting person.
Daniel P. Halloran: 104,499 shares.
Donald P. Chvatal: None.
Fred Gullette: 104,499 shares.
12. Check box if the aggregate amount in row (11), excludes certain shares.*
[___]
Not applicable.
Page 2 of 7 Pages
<PAGE>
13. Percent of class represented by amount in row (11).
Daniel P. Halloran: 14.1 percent.
Donald P. Chvatal: 0 percent.
Fred Gullette: 14.1 percent.
14. Type of reporting person.*
IN
Page 3 of 7 Pages
<PAGE>
Statement in Response to Schedule 13D
-------------------------------------
Item 1. Security and Issuer.
-------------------
The class of securities to which this Statement relates is the common
stock, no par value, of Industrial Investment Corporation, an Oregon
corporation ("Industrial Investment" or the "Company"), whose address is 5600
N.E. Hassalo St., Portland, 97213.
Item 2. Identity and Background.
-----------------------
(a) The three individuals for whom this report is filed are Daniel P.
Halloran, Donald P. Chvatal, and Fred Gullette. These three individuals have
previously reported as a group. The group has terminated.
(b) Mr. Halloran and Mr. Gullette are currently employed by Industrial
Investment and have as their business address the address set forth in response
to Item 1 above. Mr. Chvatal was formerly employed by Industrial Investment
and has as his residence address 13770 S.W. Parkway, Beaverton, Oregon 97005.
(c) Mr. Halloran is the new president and was formerly executive vice
president of Industrial Investments. Mr. Chvatal was formerly president of the
Company. Mr. Gullette is vice president and secretary of the Company. Mr.
Chvatal is no longer employed by the Company. Industrial Investment is engaged
in the business of book distribution principally through two operating
subsidiaries, Academic Book Center, Inc., an Oregon corporation, and Scholarly
Book Center, Inc. an Illinois corporation.
(d) None of the three individuals submitting this report has been
convicted within the last five years in a criminal proceeding, other than in a
traffic violation or similar misdemeanor.
(e) None of the three individuals submitting this report has been
subjected to a final decree or judgment in the last five years relating to a
federal or state securities law violation.
(f) All three individuals are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
This report relates only to dispositions of shares and termination of the
existence of a group. No shares were acquired.
Item 4. Purpose of Transaction.
----------------------
Mr. Halloran and Mr. Gullette had no change in their share ownership in the
Company but are no longer members of a group with respect to ownership of
shares. Mr. Chvatal is no
Page 4 of 7 Pages
<PAGE>
longer employed by the Company and has resigned his position as an officer and
director. He has sold his shares to a third party.
(a) None of the three individuals submitting this report has any present
intention of acquiring any additional shares of the Company or in disposing of
any shares, although they may in the future decide to acquire and dispose of
additional shares.
(b) Neither Mr. Halloran nor Mr. Gullette has any present intention of
having the Company or any of its subsidiaries enter into any extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
although Mr. Halloran or Mr. Gullette may in the future decide to support such
an extraordinary corporate transaction by the Company.
(c) Neither Mr. Halloran nor Mr. Gullette has any present intention of
selling or transferring material amount of assets of the Company, or any of its
subsidiaries, although they may in the future support the sale or disposition
of such assets.
(d) Neither Mr. Halloran nor Mr. Gullette has any present intention of
making any further changes in the Board of Directors or management of the
Company, although they may decide in the future to support additional changes
in this regard.
(e) Neither Mr. Halloran nor Mr. Gullette has any present intention of
making any material change in the present capitalization or dividend policy of
the Company, although they may in the future support such a material change.
(f) Neither Mr. Halloran nor Mr. Gullette has any present intention of
making any material change in the Company's business or corporate structure,
although they may in the future support such changes.
(g) Neither Mr. Halloran nor Mr. Gullette has any present intention of
making any changes in the Company's charter by-laws or instruments
corresponding thereto, or to take any actions which may impede the acquisition
of control of the Company by any person, although they may in the future decide
to support such changes.
(h) The Company is not presently listed on a National Securities Exchange
or quoted in an inter-dealer quotation system or registered national securities
association, and neither Mr. Halloran nor Mr. Gullette has any present
intention of altering this situation, although they may in the future determine
to do so.
(i) Neither Mr. Halloran nor Mr. Gullette has any present intention of
rendering the Company's equity securities eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities and Exchange Act of
1984. No
Page 5 of 7 Pages
present means for terminating such registration is apparent. Should an
appropriate opportunity present itself, Mr. Halloran and Mr. Gullette would
support termination of registration.
(j) Neither Mr. Halloran nor Mr. Gullette has any intention of taking any
other action similar to those listed under Item 4 of the instructions for
complying with Schedule 13D, although they may in the future decide to take
such action.
Item 5. Interest in Securities of Issuer.
--------------------------------
(a) Mr. Halloran and Mr. Gullette each owns 104,499 shares constituting
14.1 percent of the outstanding shares of the Company. Mr. Chvatal no longer
owns any shares of the Company's Common Stock.
(b) Mr. Halloran and Mr. Gullette each has sole voting and investment
power with respect to 104,499 shares of the Company's Common Stock. Mr.
Chvatal has no voting or investment power over any shares of the Company's
Common Stock.
(c) Mr. Chvatal sold his shares effective September 11, 1986.
(d) No other person is known to have the right to receive or the power to
direct a receipt of dividends from, or the proceeds from the sale of Common
Stock of the Company.
(e) Mr. Chvatal ceased to be a beneficial owner of more than 5 percent of
the Common Stock of the Company effective September 11, 1986.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the reporting persons identified in Item 2 or
between such persons and any other person with respect to any securities of the
Company including but not limited to transfer of voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, put or
calls, guarantees of profits, divisions of profits or losses, or the giving or
withholding of proxies, other than pledges of the shares owned by Mr. Halloran
and the shares owned by Mr. Gullette to secure obligations to Mr. Keith Barker,
who sold such shares to Mr. Halloran and Mr. Gullette, respectively. In
addition, effective April 1, 1985, Mr. Barker and the Company and its
subsidiary Scholarly Book Center, Inc. entered into a stock purchase agreement
for the purchase of Mr. Barker's 124,499 shares of the company's common stock.
The shares are pledged to secure the purchase price payable under the Stock
Purchase Agreement. Copies of the stock pledges and of the Stock Purchase
Agreement are attached hereto as Exhibits A, B, and C respectively.
Page 6 of 7 Pages
Item 7. Material to be Filed as Exhibits.
--------------------------------
Attached hereto are copies of the following agreements and documents
relating to matters disclosed in this statement: Exhibit A stock pledge,
Halloran to Barker; Exhibit B stock pledge Gullette to Barker; Exhibit C stock
purchase agreement.
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 this ____ day of __________________, 1986.
/s/ Donald P. Chvatal ###-##-####
-------------------------------------
Donald P. Chvatal
/s/ Daniel P. Halloran ###-##-####
-------------------------------------
Daniel P. Halloran
/s/ Fred Gullette ###-##-####
-------------------------------------
Fred Gullette
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Industrial Investment Corporation
---------------------------------
(Name of Issuer)
Common Stock, No Par Value
--------------------------
(Title or Class or Securities)
456 170 109
-----------
(CUSIP Number)
Daniel P. Halloran
5600 N.E. Hassalo
Portland, Oregon 97213
(503) 287-6657
----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 30, 1986
------------------
(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 _x_. (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).
(Continued on following page(s))
Page 1 of 6 Pages
<PAGE>
CUSIP No. 456 170 109
-----------
1. Name of reporting person; S.S. or I.R.S. identification no. of above
person.
Fred Gullette
Daniel P. Halloran
2. Check the appropriate box is a member of a group.*
(a) [___]
(b) [___]
3. SEC use only.
4. Source of funds.*
(Not Applicable - Dispositions only reported.)
5. Check box if disclosure of legal proceedings is required pursuant to Item
2(d) or 2(e). [___]
Not applicable.
6. Citizenship or place of organization.
Each reporting person is a U.S. citizen.
Number of shares beneficially owned by each reporting person with:
7. Sole voting power.
Daniel P. Halloran: 104,499 shares.
Fred Gullette: None.
8. Shared voting power. None.
9. Sole dispositive power.
Daniel P. Halloran: 104,499 shares.
Fred Gullette: None.
10. Sole dispositive power. None.
11. Aggregate amount beneficially owned by each reporting person.
Daniel P. Halloran: 104,499 shares.
Fred Gullette: None.
12. Check box if the aggregate amount in row (11), excludes certain shares.*
[___]
Not applicable.
13. Percent of class represented by amount in row (11).
Daniel P. Halloran: 16.4 percent.
Fred Gullette: None.
14. Type of reporting person.*
IN
Page 2 of 6 Pages
<PAGE>
Statement in Response to Schedule 13D
-------------------------------------
Item 1. Security and Issuer.
-------------------
The class of securities to which this Statement relates is the common
stock, no par value, of Industrial Investment Corporation, an Oregon
corporation ("Industrial Investment" or the "Company"), whose address is 5600
N.E. Hassalo St., Portland, 97213.
Item 2. Identity and Background.
-----------------------
(a) The individuals for whom this report is filed are Daniel P. Halloran
and Fred Gullette. These individuals have previously reported as a group. The
group has terminated and that fact was previously reported.
(b) Mr. Halloran is currently employed by Industrial Investment. Mr.
Gullette is president of Book News, Inc. Both the Company and Book News, Inc.
have as their business address the address set forth in response to Item 1
above.
(c) Mr. Halloran is the new president and was formerly executive vice
president of Industrial Investments. Mr. Gullette was formerly vice president
and secretary of the Company and is now the president of Book News, Inc. ("Book
News"). Book News is in the business of publishing two book review
newsletters. Book News was incorporated in 1986 to hold assets and to conduct
business previously conducted by Academic Book Center, Inc. Book News was sold
to Mr. Gullette in exchange for his stock in the Company in the transaction
which results in this report. Industrial Investment is engaged in the business
of book distribution principally through two operating subsidiaries, Academic
Book Center, Inc., an Oregon corporation, and Scholarly Book Center, Inc. an
Illinois corporation.
(d) Neither individual submitting this report has been convicted within
the last five years in a criminal proceeding, other than in a traffic violation
or similar misdemeanor.
(e) Neither individual submitting this report has been subjected to a
final decree or judgment in the last five years relating to a federal or state
securities law violation.
(f) Both individuals are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
This report relates only to dispositions of shares and termination of the
existence of a group. No shares were acquired.
Item 4. Purpose of Transaction.
----------------------
Mr. Halloran had no change in his share ownership in the Company. Mr.
Gullette is no longer employed by the Company and
Page 3 of 6 Pages
<PAGE>
has resigned his position as an officer and director. He has sold his shares
to Industrial Investment Corp., a subsidiary of the Company in exchange for
certain assets of Industrial Investment Corp.
(a) Neither individual submitting this report has any present intention of
acquiring any additional shares of the Company or in disposing of any shares,
although they may in the future decide to acquire and dispose of additional
shares.
(b) Mr. Halloran has no present intention of having the Company or any of
its subsidiaries enter into any extraordinary corporate transaction, such as a
merger, reorganization or liquidation, although Mr. Halloran may in the future
decide to support such an extraordinary corporate transaction by the Company.
(c) Mr. Halloran has no present intention of selling or transferring
material amount of assets of the Company, or any of its subsidiaries, although
he may in the future support the sale or disposition of such assets.
(d) Mr. Halloran has no present intention of making any further changes in
the Board of Directors or management of the Company, although he may decide in
the future to support additional changes in this regard.
(e) Mr. Halloran has no present intention of making any material change in
the present capitalization or dividend policy of the Company, although he may
in the future support such a material change.
(f) Mr. Halloran has no present intention of making any material change in
the Company's business or corporate structure, although he may in the future
support such changes.
(g) Mr. Halloran has no present intention of making any changes in the
Company's charter by-laws or instruments corresponding thereto, or taking any
actions which may impede the acquisition of control of the Company by any
person, although he may in the future decide to support such changes.
(h) The Company is not presently listed on a National Securities Exchange
or quoted in an inter-dealer quotation system or registered national securities
association, and Mr. Halloran has no present intention of altering this
situation, although he may in the future determine to do so.
(i) Mr. Halloran has no present intention of rendering the Company's
equity securities eligible for termination of registration pursuant to Section
12(g)(4) of the Securities and Exchange Act of 1984. No present means for
terminating such registration is apparent. Should an appropriate opportunity
present itself, Mr. Halloran would support termination of registration.
Page 4 of 6 Pages
<PAGE>
(j) Mr. Halloran has no intention of taking any other action similar to
those listed under Item 4 of the instructions for complying with Schedule 13D,
although he may in the future decide to take such action.
Item 5. Interest in Securities of Issuer.
--------------------------------
(a) Mr. Halloran owns 104,499 shares constituting 16.4 percent of the
outstanding shares of the Company. Mr. Gullette no longer owns any shares of
the Company's Common Stock.
(b) Mr. Halloran has sole voting and investment power with respect to
104,499 shares of the Company's Common Stock. Mr. Gullette has no voting or
investment power over any shares of the Company's Common Stock.
(c) Mr. Gullette sold his shares effective September 30, 1986.
(d) No other person is known to have the right to receive or the power to
direct a receipt of dividends from, or the proceeds from the sale of Common
Stock of the Company.
(e) Mr. Gullette ceased to be a beneficial owner of more than 5 percent of
the Common Stock of the Company effective September 30, 1986.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the reporting persons identified in Item 2 or
between such persons and any other person with respect to any securities of the
Company including but not limited to transfer of voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, put or
calls, guarantees of profits, divisions of profits or losses, or the giving or
withholding of proxies, other than pledges of the shares owned by Mr. Halloran
and the shares owned by Mr. Gullette to secure obligations to Mr. Keith Barker,
who sold such shares to Mr. Halloran and Mr. Gullette, respectively. In
addition, effective April 1, 1985, Mr. Barker and the Company and its
subsidiary Scholarly Book Center, Inc. entered into a stock purchase agreement
for the purchase of Mr. Barker's 124,499 shares of the company's common stock.
The shares are pledged to secure the purchase price payable under the Stock
Purchase Agreement. Copies of the stock pledges and of the Stock Purchase
Agreement are attached hereto as Exhibits A, B, and C respectively.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Attached hereto are copies of the following agreements and documents
relating to matters disclosed in this statement:
Page 5 of 6 Pages
<PAGE>
Exhibit A stock pledge, Halloran to Barker; Exhibit B stock pledge Gullette to
Barker; Exhibit C stock purchase agreement.
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 this 2nd day of February, 1987.
/s/ Daniel P. Halloran
-------------------------------------
Daniel P. Halloran
/s/ Fred Gullette
-------------------------------------
Fred Gullette
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
