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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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JACK CARL/312-FUTURES, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
466350-30-3
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(CUSIP Number)
Bruce E. Mathias, Secretary 200 West Adams Street, Suite 1500,
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Chicago, IL 60606
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 15, 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 this statement (_____). (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in 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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CUSIP NO. 466350-30-3 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Burton J. Meyer ###-##-####
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
ITEMS 2(d) OR 2(e) /____/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
7 SOLE VOTING POWER
SHARES 1,721,074 Shares of Common Stock and
1,850,000 shares of Common Stock which
BENEFICIALLY may be acquired under options to buy
OWNED BY 8 SHARED VOTING POWER
None
EACH
9 SOLE DISPOSITIVE POWER
REPORTING 1,721,074 Shares of Common Stock and
1,850,000 shares of Common Stock which
PERSON may be acquired under options to buy
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,721,074 Shares of Common Stock and 1,850,000 shares of Common Stock
which may be acquired under options to buy
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/_____/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 5.1% of the Common Stock and approximately 5.5% of the
Common Stock which may be acquired under options to buy.
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 9
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SCHEDULE 13D
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ITEM 1. SECURITY AND ISSUER
Common Stock
Jack Carl/312-Futures, Inc.
200 West Adams Street
Chicago, Illinois 60606
ITEM 2. IDENTITY AND BACKGROUND
(a) Name:
Burton J. Meyer
NOTE: Mr. Meyer previously filed Schedule 13G and is now filing
Schedule 13D. Previous transactions under the Securities
Exchange Act of 1934 are on file with the Securities and Exchange
Commission.
(b) Business Address:
Jack Carl/312-Futures, Inc.
200 West Adams
Suite 1500
Chicago, Illinois 60606
(c) Occupation:
President and a Director
Jack Carl/312-Futures, Inc..
200 West Adams
Suite 1500
Chicago, Illinois 60606
(d) Mr. Meyer, during the last five years, has not been convicted in
a criminal proceeding
(e) Mr. Meyer, during the last five years was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction which as a result of such proceeding was 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) Citizenship:
United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Personal funds in the amount of $10.00 were used to purchase the
option to buy 500,000 shares of common stock.
ITEM 4. PURPOSE OF TRANSACTION
On March 15, 1996, Lee S. Casty entered into a common stock agreement
with Burton J. Meyer ("Optionee"), whereby Mr. Casty granted to
Optionee an option to purchase up to 500,000 shares of common stock,
par value $.004 per share, of Jack Carl/312-Futures, Inc., at a
purchase price of $.125 per share. The agreement terminates
immediately upon the earlier of the Optionee's death or March 15,
2001.
Page 3 of 9
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) 1,721,074 shares of common stock, approximately 5.1% of the
issued and outstanding common stock. An additional 1,850,000
shares of common stock, approximately 5.5% of the issued and
outstanding common stock, may be acquired under options to buy.
(b) There is sole power to vote or to direct the vote and sole power
to dispose or to direct the disposition of the 1,721,074 shares
of common stock and the 1,850,000 shares of common stock which
may be acquired under options to buy..
(c) Effective at the close of business November 4, 1994, Jack
Carl/312-Futures, Inc. effected a one-for-four reverse split of
its common stock, par value $.001. Each four shares of such
common stock were reclassified and changed into one share of
common stock having a par value of $.004. Mr. Meyer, prior to
the reverse split, owned 6,884,299 shares which were reclassified
and changed into 1,721,074 shares. Three fractional shares were
repurchased by Jack Carl/312-Futures, Inc. for $.05 per share.
Also, prior to the reverse split, Mr. Meyer had options to buy
5,400,000 shares of Jack Carl/312-Futures, Inc. common stock.
The options were adjusted for the reverse split to an exercise
price of $.60 per share for 100,000 shares of common stock, and
to an exercise price of $.24 per share for 1,250,000 shares.
On March 15, 1996, Lee S. Casty entered into a common stock
agreement with Burton J. Meyer ("Optionee"), whereby Mr. Casty
granted to Optionee an option to purchase up to 500,000 shares of
common stock, par value $.004 per share of Jack Carl/312-Futures,
Inc., at a purchase price of $.125 per share. The agreement
terminates immediately upon the earlier of the Optionee's death
or March 15 , 2001.
(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 such securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF ISSUER
On March 15, 1996, Lee S. Casty entered into a common stock agreement
with Burton J. Meyer ("Optionee"), whereby Mr. Casty granted to
Optionee an option to purchase up to 500,000 shares of common stock,
par value $.004 per share of Jack Carl/312-Futures, Inc., at a
purchase price of $.125 per share. The agreement terminates
immediately upon the earlier of the Optionee's death or March 15,
2001.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Description
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10.1 Common Stock Option Agreement dated as of March 15,
1996, between Burton J. Meyer and Lee S. Casty.
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.
March 25, 1996
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Date
/S/ BURTON J. MEYER
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Burton J. Meyer, President and a Director
Jack Carl/312-Futures, Inc.
Page 4 of 9
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EXHIBIT 10.1
COMMON STOCK OPTION AGREEMENT
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COMMON STOCK OPTION AGREEMENT, dated as of March 15, 1996 between
BURTON J. MEYER ("Optionee"), and LEE S. CASTY ("Casty").
PREAMBLE
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For Ten Dollars ($10.00) and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Casty has agreed to grant to Optionee an option to purchase up to 500,000 shares
of common stock, par value $.004 per share (the "Shares") of Jack Carl/312-
Futures, Inc., an Illinois corporation, (the "Company") in accordance with the
terms of this Agreement.
ACCORDINGLY, Casty and Optionee hereby agree as follows:
1. Grant of Option. On the terms and subject to the conditions set
forth herein, Casty hereby irrevocably grants to Optionee an option (the
"Option") to purchase up to 500,000 Shares (the "Optioned Shares") at the
purchase price of $.125 per share.
2. Exercise of Option.
------------------
2.1 Until termination of this Agreement and the Option granted
hereby, the Option to purchase the Optioned Shares may be exercised only by
Optionee in whole or in part at any time or from time to time with respect to
whole shares only.
2.2 In order to exercise the Option, Optionee shall deliver a
written notice to Casty specifying the number of Optioned Shares to be purchased
and the date (not less than one nor more than five business days from the date
of such notice) for the closing of such purchase. Such closing shall occur at
such place as is designated by Casty.
3. Payment of Purchase Price and Acquisition of Optioned Shares. At
any closing hereunder, Optionee shall make payment to Casty for the aggregate
price of the Optioned Shares being purchased by a certified or official bank
check. At such closing, Casty shall deliver to Optionee a duly executed
certificate or certificates, together with duly executed stock powers in blank,
with signature witnessed, all in proper form for transfer into the name of
Optionee or his designee, representing the number of Optioned Shares which
Optionee has elected to purchase.
4. Adjustment Upon Changes in Capitalization or Merger. The number
and kind of Shares subject to the Option and the purchase price per Optioned
Share will not be appropriately adjusted in the event of any change in the
outstanding Shares of the Company by reason of stock dividends, split-ups,
mergers, recapitalizations, combinations, conversions, exchanges of shares or
the like.
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Page 5 of 9
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5. Assignment. The Option shall only be exercisable by Optionee and
shall not be assignable or transferrable without the express written consent of
Casty. Accordingly, the Option may not, without Casty's express written consent,
be assigned, transferred (by operation of law or otherwise), pledged or
hypothecated in any manner or way whatsoever, and shall not be subject to
execution, attachment or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of the Option, contrary to the
provisions hereof, shall be null and void and without any force or effect.
The Option herein granted is granted solely to Optionee and shall not
inure to or be for the benefit of any other person, including but not limited to
Optionee's heirs, legal representatives and successors. Accordingly, upon the
death of Optionee, the Option herein granted to purchase any Optioned Shares not
theretofore purchased shall immediately terminate and be of no further force or
effect.
6. Termination.
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6.1 This Agreement, and the Option granted hereby, shall
terminate immediately upon the earlier of Optionee's death or five (5) years
from the date hereof.
6.2 Upon any occurrence specified in section 6.1, the Option
herein granted to purchase any Optioned Shares not theretofore purchased shall
immediately terminate and be of no further force or effect.
7. Restrictions on Transfer
------------------------
7.1 Lack of Registration. Optionee understands and agrees that
neither the Option nor the Shares that will be issued to him upon exercise of
the Option are registered under any federal or state securities laws, and
further understands that neither the Option nor the Shares have been approved or
disapproved by the Securities and Exchange Commission ("SEC") or any other
federal or state agency. Accordingly, Optionee understands that such Shares may
not at any time be sold or otherwise disposed of by the Optionee unless they are
registered under the Securities Act of 1933, as amended (the "Act") and other
applicable state laws or there is applicable to such sale or other disposition
one of the limited exemptions from registration set forth in the Act or the
rules and regulations promulgated thereunder. Optionee further understands
that: (a) Casty has no obligation or present intention to register any of these
Shares and that the Company will not permit their sale other than in strict
compliance with the Act and the rules and regulations promulgated thereunder;
and (b) that Rule 144 promulgated by the SEC, which permits limited resales of
restricted securities under certain circumstances, will not be available for the
sale of any securities of the Company for the period set forth in Rule 144.
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Page 6 of 9
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7.2 Purchase for Investment. Optionee represents, warrants and
agrees that he is acquiring the Option solely for his own account, for
investment, and not with the view to the distribution or resale thereof.
7.2.1 Further Assurances. Upon the exercise of the Option, Optionee
agrees to execute such other documents as Casty shall reasonably request and as
is necessary in order to comply with all applicable federal and state securities
laws, including, but not limited to, a written representation that the Optionee
is acquiring such Shares for his own account for investment and not with a view
to, or for sale in connection with, the distribution of any part thereof.
7.2.2 Upon the exercise of the Option, Optionee covenants and
warrants to comply with all applicable state and federal securities laws,
including but not limited to, Section 16 of the Securities Exchange Act of 1934.
7.3 Legend Certificates. Optionee understands and agrees that upon
exercise of the Option, the certificates issued to him will bear substantially
the following legend:
"The Securities represented by this Certificate were acquired on
___________ without registration under the Securities Act of 1933, as
amended. No offer to sell, sale, or other transfer, pledge or
hypothecation of these securities or any interest therein may be made
except under an effective registration statement under said Act covering
said securities unless the Issuer has received an opinion of counsel
satisfactory to it that such offer, sale or other transfer, pledge or
hypothecation does not require registration under said Act or is otherwise
in compliance with the Act."
Optionee shall be bound by the terms of such legend and agrees that the
appropriate transfer restrictions will be noted on the Company's records.
7.4 Speculative Investment. Optionee is familiar with the Company
and its operations and recognizes that the Shares to be transferred by Casty
upon exercise of the Option are a speculative investment which involve a high
degree of risk and represents that he is able to bear the economic risks
associated with such an investment, including the possibility that he will lose
his entire investment.
7.5 Survival of Representations and Warranties. All representations
and warranties made in this Agreement shall survive the exercise of the Option
and the issuance of any Shares upon such exercise.
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Page 7 of 9
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8. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered personally or
sent by registered or certified mail, postage prepaid, addressed to the
respective party at the address set forth below as follows:
(a) If to the Optionee:
Burton J. Meyer
c/o Index Futures Group, Inc.
200 West Adams Street
Suite 1500
Chicago, Illinois 60606
(b) If to Casty:
Lee S. Casty
c/o French-American Securities, Inc.
200 West Adams Street
Suite 1500
Chicago, Illinois 60606
or to such other address as Optionee may have furnished to Casty or Casty may
have furnished to Optionee, in either case in writing in accordance herewith,
except that notices of change of address shall be effective only upon receipt.
9. Miscellaneous.
-------------
9.1 Reservation of Shares. Casty agrees that at all times until
termination of the Option he shall own such number of Shares as are sufficient
to satisfy from time to time the requirements of the Option.
9.2 Fees, Expenses and Transfer Taxes. All fees, expenses and
transfer taxes, if any, incurred in connection with the transfer of any of the
Optioned Shares from Casty to Optionee shall, upon the exercise of the Option,
be borne by Optionee.
9.3 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Illinois applicable to
agreements made and to be performed wholly within such jurisdiction without
regard to principles of conflicts of law.
9.4 Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall continue in full force and effect and shall
in no way be affected, impaired or invalidated.
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Page 8 of 9
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9.5 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
9.6 Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction hereof.
9.7 Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto and supersedes all prior written or oral
warranties, representations, agreements, commitments or understandings between
the parties hereto with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and date first above written.
/S/ LEE S. CASTY
----------------
Lee S. Casty
/S/ BURTON J. MEYER
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Burton J. Meyer
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Page 9 of 9
