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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Cole National Corporation
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(Name of Issuer)
Common Stock, $.001 par value 193290103
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(Title of class of securities) (CUSIP number)
Allan Goldner, Benesch, Friedlander, Coplan & Aronoff LLP, 2300 BP Tower,
Cleveland, Ohio 44114, (216) 363-4500
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(Name, address and telephone number of person authorized to receive notices and
communications)
April 26, 2000
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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 [ ].
(Continued on following pages)
(Page 1 of 8 pages)
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CUSIP NO. 193290103 13D Page 2 of 8 pages
1 NAME OF REPORTING PERSONS: Larry Pollock
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON [ENTITIES ONLY] [___________]
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2 CHECK THE APPROPRIATE BOX (a) [___]
IF A MEMBER OF A GROUP: (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 ITEM 2(d) or 2(e): [___]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States
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7 SOLE VOTING POWER: 787,900
NUMBER OF SHARES ---------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER: none
BY EACH REPORTING
PERSON WITH --------------------------------------------
9 SOLE DISPOSITIVE POWER: 787,900
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10 SHARED DISPOSITIVE POWER: none
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 787,900
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES: [___]
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13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 5.07%
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14 TYPE OF REPORTING PERSON: IN
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Item 1. Security and Issuer.
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This Schedule 13D relates to the common stock, par value $.001
per share (the "Common Stock"), of Cole National Corporation, a Delaware
corporation (the "Issuer"). The address of the Issuer's principal executive
office is 5915 Landerbrook Drive, Mayfield Heights, Ohio 44124.
Item 2. Identity and Background.
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The person filing this statement on Schedule 13D is Larry
Pollock. Mr. Pollock's business address is 5915 Landerbrook Drive, Mayfield
Heights, Ohio 44124. Mr. Pollock's present principal employment is as the
President and Chief Operating Officer and a director of the Issuer. The Issuer
is, through its subsidiaries, a leading optical retailer and a leading retailer
of personalized gifts. Mr. Pollock is a citizen of the United States.
During the past five years, Mr. Pollock has not (a) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or a finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
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Mr. Pollock used personal funds in connection with his
purchases of the Common Stock.
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Item 4. Purpose of Transaction.
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Mr. Pollock entered into an employment agreement with the
Issuer on January 18, 2000, pursuant to which he became a director and President
and Chief Operating Officer of the Issuer on such date. Pursuant to the
agreement and certain other agreements identified in Item 6 of this Schedule
13D, Mr. Pollock received grants of nonqualified options to purchase a total of
362,500 shares of Common Stock and an award of 525,000 shares of restricted
Common Stock.
Options to purchase 100,000 shares at $6.556 per share granted
to Mr. Pollock on January 18, 2000, expired on April 17, 2000.
The remaining options to purchase 262,500 shares of Common
Stock provide for periodic vesting in equal annual installments over two years,
with early vesting of all or a portion of the unvested options in the case of
certain events, including after a change in control of the Issuer or following
certain terminations of his employment with the Issuer. In addition, all
unvested shares will become vested if, for any period of 20 consecutive trading
days occurring during the period commencing on the second anniversary of the
grant date and ending on or prior to the fourth anniversary of the grant date,
the closing price of the shares on the New York Stock Exchange equals or exceeds
$25.00 per share, provided that Mr. Pollock's employment with the Issuer has not
terminated. The options to purchase the 262,500 shares, none of which are
exercisable at the present time or within 60 days of the filing of this Schedule
13D, are exercisable at a price of $10.00 per share.
The shares of restricted Common Stock issued to Mr. Pollock
vest and become nonforfeitable over four years, with 50% vesting at the end of
the second year, and 25% vesting at the end of each of the third and fourth
years. Early vesting of the shares will occur in the case of certain events,
including after a change in control of the Issuer or following certain
terminations of
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his employment with the Issuer. In addition, all unvested shares will become
vested if, for any period of 20 consecutive trading days occurring during the
period commencing on the second anniversary of the grant date and ending on or
prior to the fourth anniversary of the grant date, the closing price of the
shares on the New York Stock Exchange equals or exceeds $25.00 per share,
provided that Mr. Pollock's employment with the Issuer has not terminated. Mr.
Pollock will forfeit some of the restricted shares if he does not retain the
minimum number of shares that he is required to purchase according to the terms
of his employment agreement. Mr. Pollock will have the right to vote all 525,000
of his restricted shares, and those shares will be entitled to dividends if any
were to be paid.
Mr. Pollock's employment agreement requires him to purchase
for his own account 262,500 shares of Common Stock in the open market, and
permits Mr. Pollock to purchase up to an additional 262,500 shares, in addition
to shares purchased through the exercise of options granted by the Issuer. After
giving effect to the 33,800 shares of Common Stock purchased by him on April 26,
2000, Mr. Pollock has purchased 262,900 shares of Common Stock in the open
market. Mr. Pollock has agreed to vote all shares of Common Stock owned by him
according to the recommendations of a majority of the Board of Directors of the
Issuer.
Mr. Pollock acquired the shares of Common Stock for investment
purposes only. Mr. Pollock reserves the right to purchase additional shares of
Common Stock from time to time in the open market, in privately negotiated
transactions with third parties or otherwise, but subject to the limitations
provided in his employment agreement with the Issuer. Although he does not have
any present intention to do so, Mr. Pollock additionally reserves the right to
dispose of the shares of Common Stock he owns in the open market, in privately
negotiated transactions with third parties or otherwise. Mr. Pollock has no
other present plans or intentions which would result in or relate to
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any of the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D except as set forth above.
Item 5. Interest in Securities of the Issuer.
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(a) Items 7 through 11 and 13 of the cover page of this
Schedule 13D which relate to the ownership of Common Stock by Mr. Pollock are
hereby incorporated by reference in this response.
As of April 26, Mr. Pollock owned 787,900 shares of Common
Stock, constituting approximately 5.07% of the outstanding shares of Common
Stock, based upon 15,518,812 shares of Common Stock outstanding as of April 21,
2000.
(b) Items 7 through 10 of the cover page of this Schedule 13D
which relate to Mr. Pollock's voting and dispositive power with respect to the
shares of the Common Stock which he beneficially owns are hereby incorporated by
reference in this response.
(c) Information with respect to all transactions which were
effected during the last sixty days by Mr. Pollock is set forth on Schedule I
annexed hereto and incorporated herein by reference. Each purchase was made by
open market purchases in brokers transactions on the New York Stock Exchange.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
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with Respect to Securities of the Issuer.
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The response to Item 4 of this Schedule 13D, insofar as it
relates to the Employment Agreement, dated January 18, 2000, between Mr. Pollock
and the Issuer, is hereby incorporated by reference in this response.
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The response to Item 4 of this Schedule 13D, insofar as it
relates to the 525,000 restricted shares of Common Stock described therein and
which were granted pursuant to a Restricted Stock Agreement, dated January 18,
2000 between Mr. Pollock and the Issuer, is incorporated by reference in this
response.
The response to Item 4 of this Schedule 13D, insofar as it
relates to the options granted to Mr. Pollock to purchase a total of 362,500
shares of Common Stock pursuant to two separate Stock Option Agreements, each
dated January 18, 2000, between Mr. Pollock and the Issuer, is incorporated by
reference in this response.
SIGNATURE
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After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: May 2, 2000
/s/ Larry Pollock
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LARRY POLLOCK
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SCHEDULE I
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS (1)
Shares Purchased Average
Date Sold (-) Price (2)
Larry Pollock 04/13/00 66,200 6.4964
04/26/00 11,500 6.4964
04/26/00 22,300 6.4964
(1) All transactions were effected on the New York Stock Exchange.
(2) Price excludes commission.
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