UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
ADVO, INC.
-----------------------------------------------------------------------
(Name of Issuer)
Common Stock
---------------------------------------------------------------------
(Title of Class of Securities)
007585 10 2
----------------------------------------------
(CUSIP Number)
David M. Stigler, ADVO, Inc., One Univac Lane, Windsor, CT 06095 (203)285-6120
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 7, 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 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 the following pages.
Page 1 of 5
<PAGE>
SCHEDULE 13D
CUSIP NO. __ 007585 10 2 __ Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Kamerschen_____________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/X/
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 of America______________________________________________
7 SOLE VOTING POWER
628,536_____________________________________________
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-_________________________________________________
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,418,222___________________________________________
PERSON
WITH 10 SHARE DISPOSITIVE POWER
-0-_________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,430,722_____________________________________________________________
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)
6.61%_________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN____________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 5
Amendment No. 5 to Statement on Schedule 13D
Robert Kamerschen (the "reporting person") hereby amends in part and
supplements his Statement on Schedule 13D dated November 14, 1990 (the
"Schedule 13D"), as amended by Amendment No. 1 thereto, dated September 15,
1991, Amendment No. 2 thereto, dated November 30, 1993, Amendment No. 3
thereto, dated February 4, 1994 and Amendment No. 4, dated February 22,
1994 with respect to the common stock, par value $.01 per share (the
"Common Stock") of ADVO, Inc. (the "Company"). The reporting person is
filing this Amendment No. 5 because the percentage of his beneficial
ownership of the Common Stock has changed as a result of having the right
to acquire within sixty days of December 7, 1994, 440,624 shares of Common
Stock pursuant to options that will become exercisable on February 4,1995,
as detailed below in Item 3(a).
Item 3 - Source and Amount of Funds or Other Consideration.
(a) Options for 440,624 shares of Common Stock which were granted to
the reporting person under the Company's Stock Option Plan, will vest on
February 4, 1995, at an exercise price of $18.625 per share.
Item 4 - Purpose of Transaction.
The reporting person is holding the shares of Common Stock he
beneficially owns for purposes of investment. He has no current intention
to exercise any of the options he owns which are presently exercisable or
exercisable within 60 days, but may do so in the future.
Item 5 - Interest in Securities of the Issuer.
(a) The reporting person beneficially owns as of the date hereof
1,430,722 shares of Common Stock, or 6.61% of the 21,661,070 shares of
Common Stock that would be outstanding if the reporting person were to
exercise his remaining vested options for 802,186 shares of Common Stock
based on the 20,858,884 shares of Common Stock outstanding as of November
30, 1994.
(b) The reporting person has sole power to dispose of or direct the
disposition of 1,418,222 shares of Common Stock and has sole power to vote
or direct the voting of 628,536 shares of Common Stock.
<PAGE>
Page 4 of 5
(c) No transactions have occurred since the last Amendment to the
Schedule 13D except as described below:
<TABLE>
<CAPTION>
Reporting Transaction Number Price How
Person Date of Shares per Share Effected
<S> <C> <C> <C> <S>
Robert Kamersch 10/04/94 8,000 - Gift to charity
Robert Kamersch 11/14/94 5,742 $18.125 Shares withheld
to pay taxes on
restricted stock
vesting
</TABLE>
(d) Not applicable.
(e) Not applicable.
<PAGE>
Page 5 of 5
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.
Date: January 5, 1995
/s/ Robert Kamerschen
---------------------
Robert Kamerschen
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
ADVO, Inc.
---------------------------------------------------------------------
(Name of Issuer)
Common Stock
---------------------------------------------------------------------
(Title of Class of Securities)
007585 10 2
----------------------------------------------
(CUSIP Number)
David M. Stigler, ADVO, Inc., One Univac Lane, Windsor, CT 06095 (203)285-6120
---------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 22, 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/ /. (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 the following pages.
Page 1 of 5
<PAGE>
SCHEDULE 13D
CUSIP NO. __ 007585 10 2 __ Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Kamerschen ____________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/X/
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 of America _____________________________________________
7 SOLE VOTING POWER
_____ 648,116 ______________________________________
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY _____ -0- __________________________________________
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING _____ 984,679 ______________________________________
PERSON
WITH 10 SHARE DISPOSITIVE POWER
_____ -0- __________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,009,679 ____________________________________________________________
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)
4.76%
______________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
______________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 5
Amendment No. 4 to Statement on Schedule 13D
Robert Kamerschen (the "reporting person") hereby amends in part and
supplements his Statement on Schedule 13D dated November 14, 1990 (the
"Schedule 13D"), as amended by Amendment No. 1 thereto, dated September 15,
1991, and Amendment No. 2 thereto, dated November 30, 1993, and Amendment
No. 3 thereto, dated February 4, 1994 with respect to the common stock, par
value $.01 per share (the "Common Stock") of ADVO, Inc. (the "Company").
The reporting person is filing this Amendment No. 4 because the percentage
of his beneficial ownership of the Common Stock has changed as a result of
his disposition of 103,000 shares of Common Stock, as detailed below in
Item 3(a).
Item 3 - Source and Amount of Funds or Other Consideration.
(a) The reporting person disposed of 16,300 shares of Common Stock on
February 18, 1994 and 86,700 shares of Common Stock on February 22, 1994 on
the open market at $18.00 per share to pay certain tax obligations related
to his exercise of options on February 4, 1994.
Item 4 - Purpose of Transaction.
The reporting person is holding the shares of Common Stock he
beneficially owns for purposes of investment. He has no current intention
to exercise any of the options he owns which are presently exercisable or
exercisable within 60 days, but may do so in the future.
Item 5 - Interest in Securities of the Issuer.
(a) The reporting person beneficially owns as of the date hereof
1,009,679 shares of Common Stock, or 4.76% of the 21,204,592 shares of
Common Stock that would be outstanding if the reporting person were to
exercise his remaining vested options for 361,563 shares of Common Stock
based on the 20,843,029 shares of Common Stock outstanding as of April 23,
1994. The effect of the sale of the 103,000 shares on the reporting
person's percentage beneficial ownership of the Common Stock would have
resulted in a larger percentage decrease had not the Company repurchased
2,097,175 of Common Stock shares on the open market pursuant to a buyback
program announced October 19, 1993.
(b) The reporting person has sole power to dispose of or direct the
disposition of 984,679 shares of Common Stock and has sole power to vote or
direct the voting of 648,116 shares of Common Stock.
<PAGE>
Page 4 of 5
(c) No transactions have occurred since the last Amendment to the
Schedule 13D except as described below:
<TABLE>
<CAPTION>
Reporting Transaction Number Price How
Person Date of Shares per Share Effected
<S> <C> <C> <C> <S>
Robert Kamerschen 2/18/94 16,300 $18.00 Open Market
Transaction
Robert Kamerschen 2/22/94 86,700 $18.00 Open Market
Transaction
</TABLE>
(d) Not applicable.
(e) The reporting person ceased to be a beneficial owner of more than
five percent of the outstanding shares of Common Stock on February 22,
1994.
<PAGE>
Page 5 of 5
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.
Date: August 3, 1994
/s/ Robert Kamerschen
-----------------------
Robert Kamerschen
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
ADVO, Inc.
---------------------------------------------------------------------
(Name of Issuer)
Common Stock
---------------------------------------------------------------------
(Title of Class of Securities)
007585 10 2
----------------------------------------------
(CUSIP Number)
David M. Stigler, ADVO, Inc., One Univac Lane, Windsor, CT 06095 (203)285-6120
---------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 4, 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/ /. (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 the following pages.
Page 1 of 5
<PAGE>
SCHEDULE 13D
CUSIP NO. __ 007585 10 2 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Kamerschen ____________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/X/
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 of America _____________________________________________
7 SOLE VOTING POWER
_____ 751,116 ______________________________________
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY _____ -0- __________________________________________
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING _____ 1,087,679 ____________________________________
PERSON
WITH 10 SHARE DISPOSITIVE POWER
_____ -0- __________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
_______________ 1,112,679 ____________________________________________
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)
_______________ 5.14% ________________________________________________
14 TYPE OF REPORTING PERSON*
_______________ IN ___________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 5
Amendment No. 3 to Statement on Schedule 13D
Robert Kamerschen (the "reporting person") hereby amends in part and
supplements his Statement on Schedule 13D dated November 14, 1990 (the
"Schedule 13D"), as amended by Amendment No. 1 thereto, dated September 15,
1991, and Amendment No. 2 thereto, dated November 30, 1993 with respect to
the common stock, par value $.01 per share (the "Common Stock") of ADVO,
Inc. (the "Company"). The reporting person is filing this Amendment No. 3
because the percentage of his beneficial ownership of the Common Stock has
changed as a result of his exercising certain options to purchase 950,000
shares of Common Stock and related transactions, as detailed below in Item
3(a).
Item 3 - Source and Amount of Funds or Other Consideration.
(a) Under the Stock Option Plan, the reporting person exercised his
option to purchase 950,000 shares of Common Stock on February 4, 1994 in
consideration of the reporting person's payment of $3.30 for each share of
Common Stock. The source of the consideration for this exercise was
$3,135,000, representing the simultaneous repurchase by the Company of
168,322 of the shares received by the reporting person upon exercise of
said option. Said 168,322 shares were so purchased by the Company from the
reporting person at the open market price of $18.625 per share. Currently,
the Company also repurchased (at $18.625 per share) from the reporting
person an additional 265,514 of said option shares in order to provide
funds necessary to pay certain tax obligations of the reporting person
resulting from the exercise of said Option.
(b) The following transaction is to occur within the next 60 days:
(i) The reporting person expects to dispose of approximately
103,000 shares of Common Stock on the open market to pay certain tax
obligations.
Item 4 - Purpose of Transaction.
The reporting person is holding the shares of Common Stock he
beneficially owns for purposes of investment. He has no current intention
to exercise any of the options he owns which are presently exercisable or
exercisable within 60 days.
Item 5 - Interest in Securities of the Issuer.
(a) The reporting person beneficially owns as of the date hereof
1,112,679 shares of Common Stock, or 5.14% of the 21,647,537 shares of
Common Stock that would be outstanding if the reporting person were to
exercise his remaining vested options for 361,563 shares of Common Stock
based on the 21,285,974 shares of Common Stock outstanding as of January
22, 1994. The reporting person's beneficial share ownership has decreased
as a result of the purchase by the Company of a total of 433,836 of the
reporting person's shares as detailed above in Item 3(a). The effect of
the sale back to the Company of these shares on the reporting person's
percentage beneficial ownership of the Common Stock would have resulted in
a larger percentage decrease had not the Company repurchased 928,200 of
Common Stock shares on the open market pursuant to a buyback program
announced October 19, 1993.
<PAGE>
Page 4 of 5
(b) The reporting person has sole power to dispose of or direct the
disposition of 1,087,679 shares of Common Stock and has sole power to vote
or direct the voting of 751,116 shares of Common Stock.
(c) No transactions have occurred since the last amendment to the
Schedule 13D except:
(i) On December 20, 1993, 22,082 shares of restricted stock
beneficially owned by the reporting person vested pursuant to the
Restricted Stock Plan. However, the Company repurchased 9,160 shares of
such stock from the reporting person at the open market price of $16.875 to
pay withholding taxes due from the reporting person.
(ii) Options for 8,125 shares of Common Stock (as adjusted to
reflect a 5-for-4 stock split effective March 5, 1993) that were granted to
the reporting person under the Stock Option Plan vested on January 24, 1994
pursuant to the terms of such plan at an exercise price of $7.80 per share
and options for 9,687 shares (as adjusted to reflect at 5-for-4 stock split
effective March 5, 1993) granted under such Plan vested on January 2, 1994
at an exercise price of $9.90.
(d) Not applicable.
(e) Not applicable.
<PAGE>
Page 5 of 5
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.
Date: February 11, 1994
/s/ Robert Kamerschen
---------------------
Robert Kamerschen
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
ADVO, Inc.
---------------------------------------------------------------------
(Name of Issuer)
Common Stock
---------------------------------------------------------------------
(Title of Class of Securities)
007585 10 2
----------------------------------------------
(CUSIP Number)
David M. Stigler, ADVO, Inc., One Univac Lane, Windsor, CT 06095
(203) 285-6120
---------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 19, 1993
----------------------------------------------
(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).
Continued on the following pages.
Page 1 of 4
<PAGE>
SCHEDULE 13D
CUSIP NO. ___007585 10 2_ Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Kamerschen ____________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/X/
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 of America
______________________________________________________________________
7 SOLE VOTING POWER
_____ 244,112 ______________________________________
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY _____ -0- __________________________________________
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING _____ 1,530,675 ____________________________________
PERSON
WITH 10 SHARE DISPOSITIVE POWER
_____ -0- __________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
_______________ 1,555,675 ____________________________________________
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)
6.6%
______________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
______________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 4
Amendment No. 2 to Statement on Schedule 13D
Robert Kamerschen (the "reporting person") hereby amends in part and
supplements his Statement on Schedule 13D dated November 14, 1990, as
amended by Amendment No. 1 thereto, dated September 15, 1991 (the "Schedule
13D"), with respect to the common stock, par value $.01 per share (the
"Common Stock") of ADVO, Inc. (the "Company"). The reporting person is
filing this Amendment No. 2 because the percentage of his beneficial
ownership of the Common Stock has changed due primarily to the dilutive
effect of the issuance by the Company of (i) 2,115,956 shares of Common
Stock in connection with the merger of Marketing Force, Inc. with and into
a subsidiary of the Company on August 19, 1993, (ii) 663,715 shares of
Common Stock (as adjusted to reflect a 5-for-4 stock split effective March
5, 1993) upon the conversion of certain shares of convertible preferred
stock of the Company and the exercise of certain warrants to purchase
shares of Common Stock on August 18, 1992 and (iii) 3,242,765 shares of
Common Stock (as adjusted to reflect a 5-for-4 stock split effective March
5, 1993) issued upon conversion of certain shares of convertible preferred
stock of the Company on February 11, 1993.
Item 3 - Source and Amount of Funds or Other Consideration.
(a) The following transactions have occurred since the reporting
person's Schedule 13D:
(i) Under the Restricted Stock Plan, the reporting person was
awarded 40,000 restricted shares (50,000 shares as adjusted to reflect a 5-
for-4 stock split effective March 5, 1993) of Common Stock on November 14,
1991, in consideration of the reporting person's payment of the par value
of $.01 for each such restricted share and as part of an incentive plan for
the reporting person; and
(ii) Options for 16,250 shares of Common Stock (as adjusted to
reflect a 5-for-4 stock split effective March 5, 1993) that were granted to
the reporting person under the Stock Option Plan vested on January 25, 1992
and 1993 at an exercise price of $7.80 per share and options for 19,375
shares of Common Stock (as adjusted to refelct a 5-for-4 stock split
effective March 5, 1993) granted under such plan vested on January 24, 1992
and 1993 at an exercise price of $9.90.
(b) The following transaction is to occur within the next 60 days:
(i) Options for 8,125 shares of Common Stock (as adjusted to
reflect a 5-for-4 stock split effective March 5, 1993) that were granted to
the reporting person under the Stock Option Plan will become exercisable on
January 24, 1994 pursuant to the terms of such plan at an exercise price of
$7.80 per share and options for 9,687 shares (as adjusted to reflect a 5-
for-4 stock split effective March 5, 1993) granted under such plan will
become exercisable on January 24, 1994 at an exercise price of $9.90.
The aggregate amount of funds paid by the reporting person in connection
with the award of the restricted shares described in Item 3(a)(i) above is
$400.00 The reporting person used his personal funds to pay the
consideration described in Item 3(a)(i) above.
<PAGE>
Page 4 of 4
Item 4 - Purpose of Transaction.
The reporting person is holding the shares of Common Stock he
beneficially owns for purposes of investment. He has no current intention
to exercise any of the options he owns which are presently exercisable or
exercisable within 60 days.
Item 5 - Interest in Securities of the Issuer.
The following amends this Item in its entirety:
(a) The reporting person beneficially owns as of the date hereof
1,555,675 shares of Common Stock, or 6.6% of the 23,530,378 shares of
Common Stock that would be outstanding if the reporting person were to
exercise his options for 1,311,563 shares of Common Stock based on the
22,218,815 shares of Common Stock outstanding as of September 25, 1993.
(b) The reporting person has sole power to dispose of or direct the
disposition of 1,530,675 shares of Common Stock and has sole power to vote
or direct the voting of 244,112 shares of Common Stock.
(c) No transaction has occurred during the past 60 days, except as
follows:
On November 15, 1993, 12,500 shares of restricted stock
beneficially owned by the reporting person vested under the
Restricted Stock Plan. 4,998 shares were withheld from such
amount by the Company to pay withholding taxes due from the
reporting person.
(d) Not applicable.
(e) Not applicable.
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.
Date: November 30, 1993
/s/ Robert Kamerschen
----------------------
Robert Kamerschen
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
ADVO-System, INC.
-----------------------------------------------------------------------
(Name of Issuer)
Common Stock
---------------------------------------------------------------------
(Title of Class of Securities)
007585 10 2
----------------------------------------------
(CUSIP Number)
David M. Stigler, ADVO-System, Inc., One Univac Lane, Windsor, CT 06095
(203) 285-6120
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 15, 1991
----------------------------------------------
(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).
Continued on the following pages.
Page 1 of 5
<PAGE>
SCHEDULE 13D
CUSIP NO. __ 007585 10 2 __ Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Kamerschen_____________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/X/
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 of America______________________________________________
7 SOLE VOTING POWER
182,000_____________________________________________
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-_________________________________________________
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,103,500___________________________________________
PERSON
WITH 10 SHARE DISPOSITIVE POWER
-0-_________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,188,500_____________________________________________________________
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)
8.4%_________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN____________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 5
Amendment No. 1 to Statement on Schedule 13D
Robert Kamerschen (the "reporting person") hereby amends in part and
supplements his Statement on Schedule 13D dated November 14, 1990 (the
"Initial Statement"), with respect to the common stock, par value $.01 per
share (the "Common Stock"), of ADVO-System, Inc. (the "Company"). This
Amendment No. 1 relates to (i) an award of 53,000 restricted shares of
Common Stock on January 24, 1991 under the Company's 1986 Employee
Restricted Stock Plan, as amended (the "Restricted Stock Plan"), and (ii)
transactions under the Company's 1988 Non-Qualified Stock Option Plan, as
amended (the "Stock Option Plan"), including the vesting of options for
6,500 shares of Common Stock beginning January 25, 1991 and of options for
333,334 shares of Common Stock beginning November 14, 1991.
Item 3. Source and Amount of Funds or Other Consideration.
(a) The following transactions have occurred since the reporting
person's Initial Statement:
(i) Under the Restricted Stock Plan, the reporting person was
awarded 53,000 restricted shares of Common Stock on January 24, 1991, in
consideration of the reporting person's payment of the par value of $.01
for each such restricted share and as part of an incentive plan for the
reporting person; and
(ii) Options for 6,500 shares of Common Stock that were granted
to the reporting person under the Stock Option Plan vested on January 25,
1991 at an exercise price of $9.75 per share.
(b) The following transaction is to occur within the next 60 days:
(i) Options for 333,334 shares of Common Stock that were
granted to the reporting person under the Stock Option Plan will become
exercisable on November 14, 1991 pursuant to the terms of such plan at an
exercise price of $4.125 per share.
The aggregate amount of funds paid and to be paid by the reporting person
in connection with the award of the restricted shares described in Item
3(a)(i) above is $530,000. The reporting person used his personal funds to
pay the consideration described in Item 3(a)(i) above.
Item 4. Purpose of Transaction.
The following is in addition to the information previously reported in
this Item:
The reporting person is holding the shares of Common Stock he
beneficially owns for purposes of investment. He has no current intention
to exercise any of the options he owns which are presently exercisable or
exercisable within 60 days.
Item 5. Interest in Securities of the Issuer.
The following amends this Item in its entirety:
(a) The reporting person beneficially owns as of the date hereof
1,188,500 shares of Common Stock, or 8.44% of the 14,088,619 shares of
<PAGE>
Page 4 of 5
Common Stock that would be outstanding if the reporting person were to
exercise his options for 1,006,500 shares of Common Stock based on the
13,082,119 shares of Common Stock outstanding as of July 27, 1991, as
reported in the Company's quarterly report on Form 10-Q for the quarter
ended June 29, 1991.
(b) The reporting person has sole power to dispose of or direct the
disposition of 1,103,500 shares of Common Stock and has sole power to vote
or direct the voting of 182,000 shares of Common Stock. Such 1,103,500
shares of Common Stock as to which the reporting person has the sole power
to dispose or direct the disposition includes 16,000 previously restricted
shares as to which the reporting person had only voting power until such
shares fully vested on December 19, 1990 giving him sole power to dispose
of or direct the disposition of such shares. The reporting person was
awarded such 16,000 previously restricted shares on January 25, 1990
pursuant to the Restricted Stock Plan.
Page 2 of the Initial Statement is hereby amended to make the following
corrections: (i) line 7 is amended to reflect 129,000 shares of Common
Stock instead of 802,166 shares; and (ii) line 9 is amended to reflect
754,166 shares of Common Stock instead of 802,166 shares.
The first sentence of Item 5(b) in the Initial Statement is hereby amended
to read as follows: For 754,166 shares, the reporting person has the sole
power to dispose or direct the disposition.
(c) The following transaction occurred during the past sixty days:
Price Number Where and How
Character of Per of Transaction Was
Date Transaction Share Shares Effected
9/15/91 Reporting person $4.125 333,334 Period of
gains right to exercise exercisability of
acquire shares price options acquired
within 60 days Stock Option Plan
will begin on
11/14/91 under
terms of such plan
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The following adds information to the information previously reported
in this Item:
The reporting person and the Company are negotiating an employment
agreement for the reporting person pursuant to which it is proposed that
the Company would award the reporting person 40,000 restricted shares of
Common Stock on November 14, 1991 pursuant to the Restricted Stock Plan.
<PAGE>
Page 5 of 5
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.
Date: September 27, 1991
/s/ Robert Kamerschen
----------------------
Robert Kamerschen
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
ADVO-System, Inc.
----------------------------------------------------------------------
(Name of Issuer)
Common Stock
---------------------------------------------------------------------
(Title of Class of Securities)
007585 10 2
----------------------------------------------
(CUSIP Number)
David M. Stigler, ADVO-System, Inc., One Univac Lane, Windsor, CT 06095
(203) 285-6120
---------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 14, 1990
----------------------------------------------
(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).
Continued on the following pages.
Page 1 of 6
<PAGE>
SCHEDULE 13D
CUSIP NO. __007585 10 2__ Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Kamerschen___________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/x/
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) / /
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America____________________________________________
7 SOLE VOTING POWER
802,166 (See Item 3)_____________________________
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-______________________________________________
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 802,166 (See Item 3)_____________________________
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-______________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
802,166_____________________________________________________________
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)
6%_________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN__________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 6
ITEM 1
The equity security covered by this filing is ADVO-System, Inc.'s
common stock, $.01 par value. The Company's principal executive
office is:
ADVO-System, Inc.
One Univac Lane
Windsor, CT 06095
ITEM 2
This statement is being filed by a natural person.
(a) Robert Kamerschen (The "Reporting Person")
(b) Business address:
ADVO-System, Inc.
One Univac Lane
Windsor, CT 06095
(c) Chairman and Chief Executive Officer:
ADVO-System, Inc.
One Univac Lane
Windsor, CT 06095
(d) Not Applicable
(e) Not Applicable
(f) United States citizen
ITEM 3
The securities were acquired as follows:
(a) 128,000 shares - grants of restricted stock from the Company,
purchased for $.01 per share pursuant to the
Company's 1986 Employee Restricted Stock Plan,
as amended.
(b) 666,666 shares - under presently exercisable options granted by
the Company under the Company's 1988 Non-
Qualified Stock Option Plan, as amended, at an
exercise price of $4.125 per share.
(c) 6,500 shares - under options exercisable within 60 days granted
by the Company under the Company's 1988 Non-
Qualified Stock Option Plan, as amended, at an
exercise price of $9.75 per share.
(d) 1,000 shares - purchased in the open market at $9.375 per
share.
-------
802,166 shares
<PAGE>
Page 4 of 6
The aggregate amount of funds used by the Reporting Person to purchase
the shares in (a) and (d) above is $10,655. Such funds were obtained
from the personal funds of the Reporting Person. None of the options
referred to in (b) and (c) above have been exercised, and no funds
have been expended in connection therewith. If any of such options
are exercised in the future, the Reporting Person intends to use
personal funds in connection with such exercise. The Reporting Person
has no current intention to exercise any of the options described in
(b) and (c) above.
ITEM 4
Shares are held for investment purposes only.
Except as indicated in the final paragraph, the Reporting Person has
no plans or proposals which would relate to or result in:
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer
or any of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the issuer;
(f) Any other material change in the issuer's business or corporate
structure, including but not limited to, if the issuer is a
registered closed-end investment company, any plans or proposals
to make any changes in its investment policy for which a vote is
required by Section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12 (g)(4) of the
Act; or
(j) Any action similar to any of those enumerated above.
The Reporting Person is entitled to receive additional stock under the
Company's existing stock plans. Rights to an additional 333,334
options under the 1988 Non-Qualified Stock Option Plan will vest on
November 14, 1991.
<PAGE>
Page 5 of 6
ITEM 5
(a) 802,166 shares (6.0%) are beneficially owned. Of those shares,
the Reporting Person has the right to acquire 672,166 shares
under the Company's 1988 Stock Option Plan upon the exercise of
presently exercisable options and options exercisable within 60
days.
(b) For 802,166 shares, the Reporting Person has the sole power to
dispose or direct the disposition. For 129,000 shares, he has
the sole power to vote or direct the vote.
(c) Other than the vesting of half of the stock options referred to
in Item 3(b) on November 14, 1990, no transactions in the common
stock involving the Reporting Person has been effected within the
last 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6
Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The grant of 128,000 shares of restricted stock referred to in Item 3
(a) and the grant of stock options referred to in Item 3 (b) and (c)
were provided for in an employment agreement between the Company and
the Reporting Person, which agreement is filed as Exhibit 1 hereto.
Such grants have been memorialized in a Stock Option Agreement and a
Restricted Stock Agreement between the Company and the Reporting
Person, which agreements are filed as Exhibits 2 and 3 hereto.
ITEM 7
Material to be Filed as Exhibits
The following exhibits are filed herewith or incorporated by reference
as indicated.
<TABLE>
<CAPTION>
Exhibit No. Description Page
<C> <S> <C>
1 Employment Agreement, dated November 14, 1988
between Robert J. Kamerschen and ADVO-System,
Inc. (incorporated by reference to Exhibit
10(k) to the Company's Annual Report on Form 10-K
for the fiscal year ended September 24, 1988).
2 Restricted Stock Agreement. 7
3 Stock Option Agreement. 9
</TABLE>
<PAGE>
Page 6 of 6
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.
Date: November 26, 1990
/s/ Robert Kamerschen
---------------------
Robert Kamerschen
