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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Act of 1933
(Amendment No. 8) *
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, Connecticut 06095-0755 (860) 285-6120
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 5, 1998
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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 1,241,635
Beneficially
Owned By Each 8 Shared Voting Power
Reporting -0-
Person
With 9 Sole Dispositive Power
1,236,635
10 Shared Dispositive Power
-0-
11 Aggregate amount beneficially owned by each reporting person
1,254,135
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)
5.6%
14 Type of Reporting Person *
IN
* SEE INSTRUCTIONS BEFORE FILING OUT !
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Page 3 of 5
Amendment No. 8 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, Amendment
No. 5 thereto, dated December 7, 1994, Amendment No. 6 thereto, dated February
28, 1997 and Amendment No. 7 thereto, dated February 4, 1998 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. 8 because the
percentage of his beneficial ownership of the Common Stock has changed as a
result of the exercising certain options to purchase shares of Common Stock and
related transactions, all of which as detailed below in Item 3(a).
Item 3 - Source and Amount of Funds or Other Consideration.
(a) The following transactions have occurred decreasing the reporting
person's beneficial ownership:
(i) Under the Company's 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 381,951 shares of Common
Stock on August 4, 1998 in consideration of the reporting person's payment of
exercise price of $12.875 for each share of Common Stock. The exercise price for
each option was paid by the withholding by the Company of 163,919 shares
otherwise issuable upon exercise of the options. Shares withheld by the Company
upon exercise were valued at the market price of $30.00. The Company also
withheld (at $30.00 per share) from the reporting person an additional 100,187
shares upon the exercise of such options to pay certain tax obligations of the
reporting person resulting from the exercise of the options. As a result of such
exercise, the reporting person received 117,845 shares of Common Stock.
(ii) Under the Company's Stock Option Plan, the reporting person
exercised his options to purchase 4,836 shares of Common Stock on August 5, 1998
in consideration of the reporting person's payment of exercise prices of $18.25
for each share of Common Stock. The exercise price for each option was paid by
the withholding by the Company of 2,954 shares otherwise issuable upon exercise
of the options. Shares withheld by the Company upon exercise were valued at the
market price of $29.875. The Company also withheld (at $29.875 per share) from
the reporting person an additional 865 shares 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 be
reported herein. As a result of such exercise, the reporting person received
1,017 shares of Common Stock.
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.
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Page 4 of 5
Item 5 - Interest in Securities of the Issuer.
(a) The reporting person beneficially owns as of the date hereof
1,254,135 shares of Common Stock, or 5.6% of the 22,415,005 shares of Common
Stock that would be outstanding if the reporting person were to exercise his
remaining vested options for 12,500 shares of Common Stock based on the
22,402,505 shares of Common Stock outstanding as of July 25, 1998. The reporting
person's beneficial share ownership has decreased as a result of the
transactions detailed above in item 3(a). The effect of the transactions
outlined in item 3(a) 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 312,100 of Common Stock shares on the open market, since
Amendment No. 7 was filed, pursuant to the increased buyback program announced
on September 29, 1997.
(b) The reporting person has sole power to dispose of or direct the
disposition of 1,236,635 shares of Common Stock and has sole power to vote or
direct the voting of 1,241,635 shares of Common Stock.
(c) The following transactions occurred during the past 60 days:
<TABLE>
<CAPTION>
Reporting Person Transaction Number of Shares Price per How Effected
Date Share
---------------- ----------- ---------------- --------- ------------
<S> <C> <C> <C> <C>
Robert Kamerschen 8/4/98 381,951 * $12.875 Options exercised under the Stock Option Plan.
Robert Kamerschen 8/4/98 4,836 $18.25 Options granted under the Stock Option Plan
vested.
Robert Kamerschen 8/5/98 4,836 * $18.25 Options exercised under the Stock Option Plan.
</TABLE>
* Shares were withheld by the Company to pay for the option price and tax
requirements for these exercises. These transactions are detailed above in
item 3(a)(i) and (ii). The reporting person received 117,845 and 1,017
shares of Common Stock as a result of the August 4th and August 5th
exercises and shares withheld, respectively.
d) Not applicable.
e) Not applicable
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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: August 26, 1998
/s/ ROBERT KAMERSCHEN
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Robert Kamerschen
