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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
PUBCO CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
744378-60-5
(CUSIP Number)
Stephen R. Kalette
3830 Kelley Avenue, Cleveland OH 44114 (216) 881-5300 X3200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 27, 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 /x /.
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 page(s)
Page 1 of 5 Pages
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CUSIP No. 744378-60-5 13D Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert H. Kanner ###-##-####
2 Check the Appropriate Box if a member of a Group* (a) / /
(b) / x /
3 SEC USE ONLY
4 Source of Funds*
PF, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (2e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF
SHARES 2,066,894 Common and 514,044 Class B
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING None
PERSON
WITH 9 SOLE DISPOSITIVE POWER
2,066,894 Common and 514,044 Class B
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,580,938 Common and Common Stock equivalent
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 744378-60-5 13D Page 3 of 5 Pages
ITEM 1. Security and Issuer.
The Schedule 13D as originally filed related to the Common Stock, $.01 par
value of Pubco Corporation, then a Maryland Corporation, with principal
business offices at 8300 Greensboro Drive, McLean, VA 22102. Subsequent
amendments to the Schedule 13D reported that the Issuer reincorporated in
Delaware, retained the $.01 par value of its Common Stock, moved its
principal business offices to 3830 Kelley Avenue, Cleveland, Ohio 44114,
declared a 1 for 20 reverse split of its Common Stock, and issued a Class
B Stock which was convertible into its Common Stock and equivalent to its
Common Stock, but for its higher voting rights.
ITEM 2. Identity and Background.
The Schedule 13D as originally filed, reflected Robert H. Kanner and
Buckeye Business Products, Inc., an Ohio corporation which he controlled,
both of 7209 St. Clair Avenue, Cleveland, Ohio 44114, as reporting
persons. Subsequent amendments to this Schedule 13D reported relocation
of the reporting persons and the Issuer to 3830 Kelley Avenue, Cleveland,
Ohio 44114, and the elimination of Buckeye as a reporting person.
ITEM 3. Source and Amount of Funds and Other Consideration.
The Schedule 13D as originally filed reported that personal funds of Mr.
Kanner and corporate working capital funds of Buckeye were used to acquire
the stock of the Issuer. Subsequent amendments to this Schedule 13D
reported additional purchases of the Issuer's Common Stock by Mr. Kanner
and Buckeye, in both open market and privately negotiated transactions,
using personal funds of Mr. Kanner and corporate working capital funds of
Buckeye and the sale of Buckeye to the Issuer for additional Common and
Preferred Stock of the Issuer.
ITEM 4. Purpose of the Transaction.
The Schedule 13D as originally filed, reported that the purchases of the
Issuer's Common Stock by the reporting persons were made to obtain control
of the Issuer by the reporting persons and that subsequent purchases were
made to increase control of the Issuer by the reporting persons.
ITEM 5. Interest in Securities of the Issuer.
The Schedule 13D as originally filed reported that the reporting persons
had acquired approximately 62% of the Issuer. Subsequent amendments to
the Schedule 13D reported increases in the reporting person's percent
beneficially owned because of additional purchases by the reporting
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CUSIP No. 744378-60-5 13D Page 4 of 5 Pages
persons in both private and open market transactions as well as changes in
the Issuer's outstanding Common shares as a result of a reverse stock
split, and the issuance of stock for Buckee.
The Schedule 13D is further amended to reflect that Bobbie Brooks,
Incorporated, formerly a 90% subsidiary of the Issuer ("Brooks"), and
Aspen Imaging International, Inc., formerly a 62% subsidiary of Brooks
("Aspen"), were each acquired by the Issuer on June 27, 1996. Brooks
merged with and into the Issuer and each Brooks stockholder will receive
one share of the Issuer's Common Stock for each 6 shares of Brooks Common
Stock owned by him. A newly-formed, wholly-owned subsidiary of the Issuer
acquired all of the assets of Aspen in exchange for the assumption by such
subsidiary of all of the obligations of Aspen and Common Stock of the
Issuer. Upon liquidation of Aspen, each Aspen stockholder will receive
one share of the Issuer's Common Stock for each 7 shares of Aspen Common
Stock owned by him. Fractional shares of the Issuer's Common Stock will
not be issued.
The Issuer estimates that approximately 290,746 shares of the Issuer's
Common Stock will be issued in the two transactions bringing the Issuer's
issued and outstanding Common Stock to approximately 3,752,473. The
reporting person retains his previously reported ownership of the Issuer's
Class B Stock. The foregoing has resulted in a decrease in the reporting
person's ownership of Common Stock and equivalents of the Issuer to
approximately 68.8% from 74.5%
This reporting person may continue to purchase Pubco shares from time to
time.
ITEM 6. Contracts, Agreements, Understandings or Relationships With Respect
to Securities of the Issuer.
The Schedule 13D as originally filed reported the agreement between Mr.
Kanner and Buckeye to make joint filings on Schedule 13D.
ITEM 7. Material to be filed as Exhibits.
None
EXCEPT AS SET FORTH ABOVE, THE SCHEDULE 13D, AS PREVIOUSLY AMENDED, TO WHICH
THIS AMENDMENT RELATES, REMAINS UNCHANGED.
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CUSIP No. 744378-60-5 13D Page 5 of 5 Pages
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment to Statement on
Schedule 13D is true, complete and correct.
Dated: July 8, 1996 /s/ Robert H. Kanner
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Robert H. Kanner
