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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. ___)*
CML GROUP, INC.
(Name of Issuer)
COMMON STOCK, $0.10 PAR VALUE
(Title of Class of Securities)
125820100
(CUSIP Number)
David T. Quinby, Esq. with a copy to:
Vice President General Michael W. Sturrock, Esq.
Counsel and Secretary Latham & Watkins
ValueVision International, Inc. 633 West Fifth Street
6740 Shady Oak Road Suite 4000
Eden Prairie, MN 55344 Los Angeles, CA 90071
(612) 947-5200 (213) 485-1234
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 25, 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 [ ].
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).
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SCHEDULE 13D
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CUSIP No. 125820100 Page 2 of 7 Pages
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- --------------------------------------------------------------------------------
1 NAME OF PERSON
VALUEVISION INTERNATIONAL, INC.
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2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [X]
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
MINNESOTA
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7 SOLE VOTING POWER
2,473,000
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 65,000
OWNED BY EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 2,473,000
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
65,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,538,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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14 TYPE OF PERSON REPORTING*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT
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SCHEDULE 13D
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CUSIP No. 125820100 Page 3 of 7 Pages
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1 NAME OF PERSON
MARSHALL S. GELLER
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2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [X]
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
65,000
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,473,000
OWNED BY EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 65,000
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,473,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,538,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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14 TYPE OF PERSON REPORTING*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of Common Stock, $0.10
par value per share (the "Common Stock"), of CML Group, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 524 Main Street, Acton, Massachusetts 01720.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed jointly by ValueVision
International, Inc., a Minnesota corporation ("ValueVision"), and Marshall S.
Geller, an individual ("Mr. Geller" and, together with ValueVision, the
"Reporting Persons").
(b) - (c) ValueVision is an integrated direct-marketing
company which markets its products directly to consumers through electronic and
print media. Such media includes a 24-hour-a-day cable television home shopping
network, direct-mail catalogs and other direct marketing solicitations. The
address of ValueVision's principal business and principal office is 6740 Shady
Oak Road, Eden Prairie, Minnesota 55344.
Mr. Geller's principal occupation is that of a principal of
Geller & Friend Capital Partners. His business address is 1875 Century Park
East, Suite 2200, Los Angeles, California 90067.
For information with respect to the identity and background of
each executive officer and director of ValueVision, see Schedule I attached
hereto.
(d) - (e) During the last five years, none of the Reporting
Persons nor, to the best knowledge of the Reporting Persons, none of the other
persons identified in Schedule I: (i) have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); or (ii) was 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
judgement, 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) Mr. Geller is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
ValueVision acquired the 2,473,000 shares of Common Stock that
it has sole voting and dispositive power over for an aggregate consideration of
$5,780,993 (excluding brokerage commissions). The source of such consideration
was the working capital of ValueVision.
Mr. Geller acquired the 65,000 shares of Common Stock that he
has sole voting and dispositive power over for an aggregate consideration of
$160,001 (excluding brokerage commissions). The source of such consideration was
Mr. Geller's personal funds.
Page 4 of 7 Pages
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ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the shares of Common Stock
reported herein for investment purposes. Consistent with such purposes, the
Reporting Persons will seek to have conversations with management of the Issuer
concerning various general operational, marketing and financial aspects of the
Issuer's business. The Reporting Persons may seek to have further substantive
conversations with management of the Issuer to discuss various ways in which
ValueVision and the Issuer may work together for the mutual benefit of their
businesses, including, but not limited to, possible working synergies that may
be available in television, direct mail and retail-supportive marketing
endeavors. However, the Reporting Persons have no agreements with respect
thereto with the Issuer at this time.
In addition, either or both of the Reporting Persons may also
seek to engage in discussions with other stockholders of the Issuer with respect
to manners in which the value of the Issuer's Common Stock may be enhanced.
Depending upon general market and economic conditions
affecting the Issuer and each of the Reporting Persons' view of the prospects
for the Issuer and other relevant factors, either or both of the Reporting
Persons may, from time to time, in open market transactions or in private
transactions or otherwise, purchase additional shares of Common Stock or dispose
of all or a portion of the Common Stock respectively owned by each Reporting
Person.
Except as set forth herein, the Reporting Persons have no
present plans or proposals which relate to or would result in any of the events
described in Items 4(a) - (j) of Schedule 13D. However, nothing contained herein
shall prohibit the Reporting Persons from developing and implementing any such
plans or proposals in the future.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the Reporting Persons
beneficially own 2,538,000 shares of Common Stock. According to the Issuer's
Quarterly Report on Form 10-Q for the quarterly period ended May 3, 1997, on
June 10, 1997, there were 49,778,583 shares of Common Stock outstanding. Based
upon that number, the beneficial ownership of the Reporting Persons constitutes
approximately 5.1% of the Issuer's outstanding Common Stock. Except as set forth
herein, to the best of the Reporting Persons knowledge, no person named in
Schedule I beneficially owns any shares of Common Stock.
(b) ValueVision has the sole power to vote or to direct
the vote, and to dispose or to direct the disposition of, 2,473,000 shares of
Common Stock. ValueVision and Mr. Geller are members of a group. As such,
ValueVision may be deemed to share the power to vote or to direct the vote, and
to dispose or direct the disposition of, the 65,000 shares of Common Stock owned
by Mr. Geller.
Mr. Geller has the sole power to vote or to direct
the vote, and to dispose or to direct the disposition of, 65,000 shares of
Common Stock. Mr. Geller and ValueVision are members of a group. As such, Mr.
Geller may be deemed to share the power to vote or to direct the vote, and to
dispose or direct the disposition of, the 2,473,000 shares of Common Stock owned
by ValueVision.
(c) On July 24, 1997, ValueVision purchased 5,000 shares
of Common Stock at a price of $2.91 per share (excluding brokerage commissions).
On July 25, 1997, ValueVision
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purchased 330,000 shares of Common Stock at a price of $3.25 per share
(excluding brokerage commissions). Each such purchase was effected in an open
market transaction. The balance of ValueVision's purchases were effected more
than 60 days prior to the date of the event that requires the filing of this
Schedule 13D. The average cost per share of all of ValueVision's purchases of
Common Stock is $2.34 (excluding brokerage commissions).
To the best of the knowledge of each of the Reporting
Persons, no person named in Schedule I has effected any transaction in the
Common Stock during the past 60 days.
(d) No person, other than the Reporting Persons, has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Common Stock beneficially owned by such
Reporting Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth herein, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among persons
named in Item 2 and between such persons and any person with respect to any
securities of the Issuer, including but not limited to, transfer or voting of
any of the securities of the Issuer, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees or profits, division of profits
or loss, or the giving or withholding of proxies, or a pledge or otherwise
subject to a contingency the occurrence of which would give another person
voting power over the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99 Joint Filing Agreement dated as of July 30, 1997 by
and between ValueVision International, Inc. and
Marshall S. Geller relating to the filing of a joint
statement on Schedule 13D.
Page 6 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
VALUEVISION INTERNATIONAL, INC.
By: /s/ Robert L. Johander
------------------------------------
Name: Robert L. Johander
Title: Chief Executive Officer
/s/ Marshall S. Geller
---------------------------------------
Marshall S. Geller
Dated: July 30, 1997
Page 7 of 7 Pages
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SCHEDULE I
VALUEVISION INTERNATIONAL, INC.
EXECUTIVE OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
Name Present Business Address Present Principal Occupation Citizenship
- ---- ------------------------ ---------------------------- -----------
<S> <C> <C> <C>
Executive Officers
- ------------------
Nicholas M. Jaksich ValueVision International, Inc. President and Chief Operating Officer United States
6740 Shady Oak Road
Eden Prairie, MN 55344
Robert L. Johander ValueVision International, Inc. Chairman of the Board and Chief Executive United States
6740 Shady Oak Road Officer
Eden Prairie, MN 55344
Michael L. Jones ValueVision International, Inc. Vice President, Broadcast Television United States
6740 Shady Oak Road
Eden Prairie, MN 55344
Edward A. Karr ValueVision International, Inc. Executive Vice President, Merchandising United States
6740 Shady Oak Road & Programming
Eden Prairie, MN 55344
Scott A. Lindquist ValueVision International, Inc. Vice President, Administration United States
6740 Shady Oak Road
Eden Prairie, MN 55344
David T. Quinby ValueVision International, Inc. Vice President, General Counsel United States
6740 Shady Oak Road and Secretary
Eden Prairie, MN 55344
Stuart R. Romenesko ValueVision International, Inc. Senior Vice President, Finance, Chief United States
6740 Shady Oak Road Financial Officer, Treasurer and
Eden Prairie, MN 55344 Assistant Secretary
Directors
- ---------
Marshall S. Geller Geller & Friend Capital Partners Vice Chairman of the Board United States
1875 Century Park East
Suite 2200
Los Angeles, CA 90067
Nicholas M. Jaksich ValueVision International, Inc. President and Chief Operating Officer United States
6740 Shady Oak Road
Eden Prairie, MN 55344
Robert L. Johander ValueVision International, Inc. Chairman of the Board and Chief Executive United States
6740 Shady Oak Road Officer
Eden Prairie, MN 55344
Robert J. Korkowski Private Investor Director United States
c/o Value Vision International, Inc.
6740 Shady Oak Road
Eden Prairie, MN 55344
Paul D. Tosetti Latham & Watkins Director United States
633 West Fifth Street
Suite 4000
Los Angeles, CA 90071
John Workman Montgomery Ward Holding Corp. Director United States
Montgomery Ward Plaza
Chicago, IL 60671
</TABLE>
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EXHIBIT INDEX
99 Joint Filing Agreement dated as of July 30, 1997 by and
between ValueVision International, Inc. and Marshall S. Geller
relating to the filing of a joint statement on Schedule 13D.
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EXHIBIT 99
JOINT FILING AGREEMENT
We, the signatories of the statement on Schedule 13D to which
this Agreement is attached, hereby agree that such statement is, and any
amendments thereto filed by either of us will be, filed on behalf of each of us.
VALUEVISION INTERNATIONAL, INC.
By: /s/ Robert L. Johander
--------------------------------------
Name: Robert L. Johander
Title: Chief Executive Officer
/s/ Marshall S. Geller
--------------------------------------
Marshall S. Geller
Dated: July 30, 1997
