UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)(1)
Day Runner, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
239545106
(CUSIP Number)
(1) 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 and 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).
Exhibit Index is Page 9 of 10 Pages
<PAGE>
Page 2 of 10 Pages
CUSIP No. 239545106 SCHEDULE 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
O.S. II, Inc.
95-3624280
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
NUMBER OF 0 shares
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,609,869 shares, the voting power of which is shared
with Jill Tate Higgins who is the president and, together
OWNED BY with one of her minor children, is the sole owner of
O.S. II, Inc.
EACH --------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
REPORTING
0 shares
PERSON --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
WITH 1,609,869 shares, the dispositive power of which is
shared with Jill Tate Higgins who is the president and,
together with one of her minor children, is the sole
owner of O.S. II, Inc.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,609,869
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.5%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 10 Pages
CUSIP No. 239545106 SCHEDULE 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jill Tate Higgins
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 33,333 shares
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,609,869 shares, the voting power with respect to which
is shared with O.S. II, Inc., and an additional 47,728
OWNED BY shares, the voting power with respect to which is
shared with Lakeside Enterprises, L.P.
EACH --------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
REPORTING
33,333 shares
PERSON --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
WITH
1,609,869 shares, the dispositive power with respect to
which is shared with O.S. II, Inc., and an additional
47,728 shares, the dispositive power with respect to
which is shared with Lakeside Enterprises, L.P.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,690,930 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 10 Pages
CUSIP No. 239545106 SCHEDULE 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lakeside Enterprises, L.P. ("Lakeside")
95-4579620
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
NUMBER OF 0 shares
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 47,728 shares, with respect to which the voting power is
shared with Jill Tate Higgins as Trustee of the Jill Tate
OWNED BY Higgins Living Trust, dated 10/31/84 ("JTHLT"), who is
the general partner of Lakeside. JTHLT, O.S. II, Inc. and
EACH James P. Higgins (Ms. Higgins' spouse), in his individual
capacity and as custodian for each of six minor children
REPORTING of Ms. Higgins and Mr. Higgins, are limited partners of
Lakeside.
PERSON --------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
WITH
0 shares
8 SHARED DISPOSITIVE POWER
47,728 shares, with respect to which the dispositive
power is shared with JTHLT, who is the general partner of
Lakeside. JTHLT, O.S. II, Inc. and James P. Higgins (Ms.
Higgins' spouse), in his individual capacity and as
custodian for each of six minor children of Ms. Higgins
and Mr. Higgins, are limited partners of Lakeside.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,728 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 10 pages
Item 1(a) Name of Issuer:
Day Runner, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
15295 Alton Parkway
Irvine, CA 92618
Item 2(a) Name of Person Filing:
This Statement is being filed by O.S. II, Inc., Jill Tate
Higgins and Lakeside Enterprises, L.P., who are sometimes
collectively referred to as the "Reporting Persons." The
Reporting Persons may be deemed to be a "group" for purposes
of Sections 13(d) and 13(g) of the Securities Exchange Act of
1934 and the rules thereunder (the "Act"), although each
expressly disclaims any assertion or presumption that it or
any of the other persons on whose behalf this Statement is
filed constitutes a "group." Neither the filing of this
Statement nor the Agreement [see Exhibit 1*] should be
construed individually or collectively to be an admission that
any of the Reporting Persons is a member of a "group"
consisting of one or more of the Reporting Persons or any one
or more other persons.
Item 2(b) Address of Principal Business Office or, if none, Residence:
The address of the principal business office of O.S. II, Inc.
is 10153 1/2 Riverside Drive, #598, Toluca Lake, CA 91602. The
residence address of Ms. Higgins is 4224 Clybourn Avenue,
Burbank, CA 91505. The address of principal business office of
Lakeside Enterprises, L.P. is 10153 1/2 Riverside Drive, #598,
Toluca Lake, CA 91602.
Item 2(c) Citizenship:
O.S. II, Inc. is a California corporation. Ms. Higgins is a
United States citizen. Lakeside Enterprises, L.P. is a
California limited partnership.
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
239545106
Item 3 If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
Not applicable
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Page 6 of 10 pages
Item 4 Ownership:
The following information with respect to the ownership of Day
Runner, Inc.'s Common Stock by the Reporting Persons is
provided as of December 31, 1997, the last day of the year
covered by this Statement.
(a) Amount Beneficially Owned:
See Row 9 of cover page for each Reporting Person.
With respect to the aggregate amount of shares
beneficially owned by Ms. Higgins, such amount does
not include an aggregate of 45,733 shares as to which
Ms. Higgins disclaims beneficial ownership, including
(i) 43,233 shares owned by James P. Higgins (Ms.
Higgins' spouse) and (ii) 2,500 shares held by James
P. Higgins as custodian for the benefit of his minor
children. This report shall not be deemed an
admission that Ms. Higgins is the beneficial owner of
such 45,733 shares for purposes of Section 13(d) or
13(g) of the Act or for any other purpose.
(b) Percent of Class:
See Row 11 of cover page for each Reporting Person.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote See
Row 5 of cover page for each Reporting
Person.
(ii) shared power to vote or to direct the vote
See Row 6 of cover page for each Reporting
Person.
(iii) sole power to dispose or to direct the
disposition of See Row 7 of cover page for
each Reporting Person.
(iv) shared power to dispose or to direct the
disposition of See Row 8 of cover page for
each Reporting Person.
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable
<PAGE>
Page 7 of 10 pages
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
To the best knowledge of each of the Reporting Persons, no
person other than each of the Reporting Persons has the right
to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Day Runner, Inc.
Common Stock owned by each of the Reporting Persons,
respectively, except that: Ms. Higgins may be deemed to have
such rights with respect to (i) O.S. II, Inc., due to the fact
that she, together with one of her minor children, owns all of
the equity interest therein and (ii) Lakeside Enterprises,
L.P., due to the fact that (a) Jill Tate Higgins as Trustee of
the Jill Tate Higgins Living Trust dated, October 31, 1984
("JTHLT") is the general partner of Lakeside Enterprises, L.P.
and (b) JTHLT, O.S. II, Inc. and James P. Higgins (Ms.
Higgins' spouse), in his individual capacity and as custodian
for each of six minor children of Ms. Higgins and Mr. Higgins,
are limited partners of Lakeside Enterprises, L.P.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
Not applicable
Item 8 Identification and Classification of Members of the Group:
See Exhibit 2.
The Reporting Persons may be deemed to be a "group" for the
purposes of Section 13(d) and 13(g) of the Act, although each
expressly disclaims any assertion or presumption that it or
the other persons on whose behalf this Statement is filed
constitute a "group." The filing of this Statement should not
be construed to be an admission that any of the Reporting
Persons is a member of a "group" consisting of one or more
such persons.
Item 9 Notice of Dissolution of Group:
Not applicable
Item 10 Certification:
Not applicable
<PAGE>
Page 8 of 10 pages
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 12, 1999
- ---------------------------------
Jill Tate Higgins
- ---------------------------------
Jill Tate Higgins, President
O.S. II, Inc.
- ---------------------------------
Jill Tate Higgins as Trustee of the Jill Tate Higgins Living Trust, dated
October 31, 1984 General Partner, Lakeside Enterprises, L.P.
<PAGE>
Page 9 of 10 pages
EXHIBIT INDEX
Exhibit Number Exhibit Page
1 Agreement to File Joint Statement Page 9 of 10 pages
on Schedule 13G*
2 Identification of the Reporting Page 10 of 10 pages
Persons
* Incorporated by reference to Amendment No. 4 to the Reporting Persons'
Schedule 13G filed with the Commission on February 13, 1997.
<PAGE>
Page 10 of 10 pages
Exhibit 2
The Reporting Persons are identified below:
O.S. II, Inc. (formerly known as Ostwo, Inc.) is a California corporation.
Effective November 23, 1994, Ostwo, Inc. changed its name to O.S. II, Inc. The
Reporting Persons' Schedule 13G and Amendment No. 1 thereto filed with the
Commission on February 16, 1993 and March 8, 1994, respectively, were both filed
in the names of Ostwo, Inc. and Jill Tate Higgins.
Jill Tate Higgins is a United States citizen and, (i) together with one of her
minor children, the owner of all the equity interest of O.S. II, Inc. and (ii)
as Trustee of the Jill Tate Higgins Living Trust, dated October 31, 1984, the
general partner of Lakeside Enterprises, L.P. Jill Tate Higgins as Trustee of
the Jill Tate Higgins Living Trust, dated October 31, 1984, O.S. II, Inc. and
James P. Higgins (Ms. Higgins' spouse), in his individual capacity and as
custodian for each of six minor children of Ms. Higgins and Mr. Higgins, are
limited partners of Lakeside Enterprises, L.P.
Lakeside Enterprises, L.P. is a California limited partnership.
