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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
JACK CARL/312-FUTURES, INC.
________________________________________________________________________________
(Name of Issuer)
COMMON STOCK**
________________________________________________________________________________
(Title of Class of Securities)
466350-30-3
_______________________________________________________________
(CUSIP Number)
Bruce E. Mathias, Secretary 200 West Adams Street, Suite 1500, Chicago, IL 60606
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 15, 1996
_______________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies 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).
**Class A Preferred Stock was previously reported; however, such stock has never
been registered and therefore no future reporting is being done concerning such
stock.
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SCHEDULE 13D
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CUSIP NO. 466350-30-3 PAGE 2 OF 9
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lee S. Casty ###-##-####
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4 Not Applicable
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 United States
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SOLE VOTING POWER
7 16,164,453 Shares of Common Stock, of which
NUMBER OF 500,000 Shares of Common Stock is subject to
an option to sell.
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 None
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 16,164,453 Shares of Common Stock, of which
REPORTING 500,000 Shares of Common Stock is subject to
an option to sell.
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 None
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 16,164,453 Shares of Common Stock, of which 500,000 Shares of
Common Stock is subject to an option to sell.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 Approximately 48.1% of the Common Stock, of which 500,000 of
Common Stock, approximately 1.5% of the Common Stock, is subject
to an option to sell.
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TYPE OF REPORTING PERSON*
14 IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13D
------------
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:
Lee S. Casty
NOTE: Mr. Casty previously filed Schedules 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:
French-American Securities, Inc.
200 West Adams
Suite 1500
Chicago, Illinois 60606
(c) Occupation:
Sole Owner and Director
French-American Securities, Inc.
200 West Adams
Suite 1500
Chicago, Illinois 60606
(d) Mr. Casty, during the last five years, has not been convicted
in a criminal proceeding
(e) Mr. Casty, 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
Not Applicable
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) 16,164,453 shares of common stock, approximately 48.1% of the
issued and outstanding common stock, of which 500,000 shares of
common stock, approximately 1.5% of the issued and outstanding
common stock, is subject to an option to sell.
(b) There is sole power to vote or to direct the vote and sole power
to dispose or to direct the disposition of the 16,164,453 shares
of common stock, of which, 500,000 shares of common stock is
subject to an option to sell.
(c) As previously reported, 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.
Casty, prior to the reverse split owned 66,857,812 shares which
were reclassified and changed into 16,714,453 shares. Also, as
previously reported, Mr. Casty in December, 1995, gifted 275,000
shares to each of his two minor children under the Uniform Gift
to Minors Act.
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
----------- ------------
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
- ---------------------------
Date
/S/ LEE S. CASTY
----------------
Lee S. Casty
Page 4 of 9
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EXHIBIT 10.1
COMMON STOCK OPTION AGREEMENT
-----------------------------
COMMON STOCK OPTION AGREEMENT, dated as of March 15, 1996 between BURTON J.
MEYER ("Optionee"), and LEE S. CASTY ("Casty").
PREAMBLE
--------
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.
-1-
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.
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.
-2-
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.
-3-
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.
-4-
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
-------------------
Burton J. Meyer
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Page 9 of 9
