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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Act of 1933
(Amendment No. 6) *
ADVO, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
007585 10 2
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(CUSIP Number)
David M. Stigler, ADVO, Inc., One Univac Lane, P.O. Box 755, Windsor,
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Connecticut 06095-0755 (860) 285-6120
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 28, 1997
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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 [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13 D
CUSIP NO. 007585 10 2 Page 2 of 5
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
Number of 7 Sole Voting Power
Shares 1,050,157
Beneficially
Owned By Each 8 Shared Voting Power
Reporting -0-
Person
With 9 Sole Dispositive Power
1,056,407
10 Shared Dispositive Power
-0-
11 Aggregate amount beneficially owned by each reporting person
1,056,407
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)
4.3%
14 Type of Reporting Person *
IN
* SEE INSTRUCTIONS BEFORE FILING OUT !
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Page 3 of 5
Amendment No. 6 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, Amendment No. 4 thereto, dated February 22, 1994 and Amendment
No. 5, dated December 7, 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. 6 because the percentage of his beneficial
ownership of the Common Stock has changed as a result of his (i) exercising
certain options to purchase shares of Common Stock and related transactions and
(ii) purchasing of Common Stock in the ADVO, Inc. Deferred Compensation Plan,
as detailed below in Item 3(a).
Item 3 - Source and Amount of Funds or Other Consideration.
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(a) Under the ADVO, Inc. 1988 Non-qualified Stock Option Plan and the
1993 Stock Option Subplan, as amended (the "Stock Option Plan"), the reporting
person exercised his options to purchase 12,000 shares, 454,198 shares and
76,569 shares of Common Stock on February 3, 1997 in consideration of the
reporting person's payment of exercise prices of $8.00, $8.625 and $11.250,
respectively, for each share of Common Stock. The exercise price for each
option was paid by the withholding by the Company of 7,456 shares, 304,268
shares and 66,904 shares, respectively, otherwise issuable upon exercise of the
options. Shares withheld by the Company upon exercise were valued at the
market price of $12.875. The Company also withheld (at $12.875 per share) from
the reporting person an additional 1,652 shares, 50,902 shares and 3,281 shares,
respectively, upon the exercise of such options to pay certain tax obligations
of the reporting person resulting from the exercise of the options. For these
shares withheld to pay the option price and tax requirements, the reporting
person received new options (called reload options) which are not exercisable
within 60 days and are not required to reported herein. As a result of such
exercise and withholding, the reporting person received 2,892 shares, 99,028
shares and 6,384 shares, respectively.
On February 28, 1997 the reporting person purchased 2,536.63 shares of
Common Stock in the ADVO, Inc. Deferred Compensation Plan, an excess benefits
plan pursuant to an intra-fund transfer under the plan. The aggregate amount
of compensation deferred by the reporting person in connection with this
transaction was $32,659 (at $12.875 per share).
(b) The following transaction is to occur within the next 60 days:
Options for 6,250 shares of Common Stock that were granted to the reporting
person under the Stock Option Plan will become exercisable on March 12, 1997
pursuant to the terms of such plan at an exercise price of $12.00 per share.
In addition, the reload options for 9,108 shares, 355,170 shares and 70,185
shares, respectively, will become exercisable on February 3, 1998 pursuant to
the terms of such plan at an exercise price of $12.875 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 1,056,407
shares of Common Stock, or 4.3% of the 24,435,726 shares of Common Stock that
would be outstanding if the reporting person were to exercise his
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Page 4 of 5
remaining vested options for 6,250 shares of Common Stock based on the
24,429,476 Shares of Common Stock outstanding as of February 22, 1997.
(b) The reporting person has sole power to dispose of or direct the
disposition of 1,056,407 shares of Common Stock and has sole power to vote or
direct the voting of 1,050,157 shares of Common Stock.
(c) The following transactions occurred during the past 60 days:
<TABLE>
<CAPTION>
Reporting Person Transaction Number of Price per How Effected
- ---------------- Date Shares Share ------------
---- ------ -----
<S> <C> <C> <C> <C>
Robert Kamerschen 1/23/97 6,000 $8.00 Options granted
under the Stock
Option Plan
vested.
Robert Kamerschen 2/1/97 76,569 $11.250 Options granted
under the Stock
Option Plan
vested.
Robert Kamerschen 2/3/97 6,788 $8.625 Options granted
under the Stock
Option Plan
vested.
Robert Kamerschen 2/3/97 12,000 $8.00 Options
exercised under
the Stock
Option Plan.
Robert Kamerschen 2/3/97 454,198 $8.625 Options
exercised under
the Stock
Option Plan.
Robert Kamerschen 2/3/97 76,569 $11.250 Options
exercised under
the Stock
Option Plan.
Robert Kamerschen 2/28/97 2,536.63 $12.875 Common Stock
purchased under
the ADVO, Inc.
Deferred
Compensation
Plan.
</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 28, 1997.
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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: April 1, 1997
/s/ ROBERT KAMERSCHEN
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Robert Kamerschen
