<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d - 101)
Information To Be Included In Statements Filed Pursuant To
Rule 13d-1(a) And Amendments Thereto Filed Pursuant To Rule 13d-2(a)
(Amendment No. 2)(1)
THE RIGHT START, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
766574206
(CUSIP Number)
Fred Kayne
c/o Fortune Financial
1800 Avenue of the Stars, Suite 310
Los Angeles, California 90067
(310) 551-0322
October 6, 2000
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
----------
(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 the 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).
1
<PAGE>
13D
CUSIP NO. 766574206 Page 2 of 7 Pages
------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FRED KAYNE
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF, OO
------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 1,200,959
------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,200,959
------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200,959
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.9%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP NO. 766574206 Page 3 of 7 Page
------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FORTUNE TWENTY-FIFTH, INC., a Nevada corporation 74-2978132
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 480,000
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
--------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 480,000
--------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
480,000
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The equity securities to which this statement on Schedule 13D relates are
the Common Stock, no par value (the "Common Stock") of The Right Start, Inc., a
California corporation (the "Issuer"), with its principal executive offices
located at 5388 Sterling Center Drive, Unit C, Westlake Village, California
91361.
All common share numbers reported herein have been adjusted for a 1-for-2
reverse stock split effective as of December 15, 1998, unless otherwise
indicated.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed on behalf of Fred Kayne and Fortune Twenty-
Fifth of which he is the sole stockholder.
(b) Mr. Kayne's business address is c/o Fortune Financial, 1800 Avenue of
the Stars, Suite 310, Los Angeles, California 90067. Fortune Twenty-
Fifth's business address is P.O. Box 381, Glenbrook, NV 89413 with a
copy to Mr. Fred Kayne c/o Fortune Financial, 1800 Avenue of the Stars,
Suite 310, Los Angeles, California 90067
(c) Mr. Kayne is President and Chairman of Fortune Financial. Fortune
Financial's principal business is investments and its address is 1800
Avenue of the Stars, Suite 1112, Los Angeles, California 90067. Mr.
Kayne is also President of Fortune Fashions and Chairman of Big Dog
Sportswear. Fortune Fashions' principal business is sportswear
manufacturer and its address is 6501 Flotilla Street, Commerce,
California 90040-1713. Big Dog Sportswear's principal business is the
development and retailing of sportswear and related accessories and its
address is 121 Gray Avenue, Suite 300, Santa Barbara, California 93101.
Mr.Kayne is the sole shareholder of Fortune Twenty-Fifth, Inc., the
owner of the Issuer's Series D Convertible Pay-in-Kind Preferred Stock
and warrants beneficially owned by Mr. Kayne.
(d) Neither Mr. Kayne nor Fortune Twenty-Fifth has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) during the last five years.
(e) Neither Mr. Kayne nor Fortune Twenty-Fifth has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any
violation with respect to such laws during the last five years.
(f) Mr. Kayne is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Through Fortune Twenty-Fifth, Inc., a Nevada corporation, Mr. Kayne became
the beneficial owner of 8,000 shares of the Issuer's Series D Convertible
Pay-in-Kind Preferred Stock (convertible as of the date hereof into 400,000
shares of the Issuer's Common Stock) and Warrants to purchase 80,000 shares of
the Issuer's Common Stock sold by the Issuer in a private placement. Fortune
Twenty-fifth, Inc. paid for this purchase with $800,000 of company funds.
Mr. Kayne has also been granted, since the time of his last report, options
currently exercisable or exercisable within 60 days, entitling him to purchase
an aggregate of 17,788 shares of Common Stock.
4
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
Fortune Twenty-Fifth acquired 8,000 shares of the Issuer's Series D
Convertible Pay-in-Kind Preferred Stock (convertible as of the date hereof into
400,000 shares of the Issuer's Common Stock) and Warrants to purchase 80,000
shares of the Issuer's Common Stock in a private placement by the Issuer.
Fortune Twenty-Fifth currently intends to hold such securities for investment
purposes.
The remainder of the Common Stock beneficially acquired by Mr. Kayne was
acquired for investment purposes only and Mr. Kayne has no current plan relating
to the shares of Common Stock other than to hold them for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Kayne directly, beneficially owns 1,200,959 shares of the Issuer's
Common Stock, or approximately 18.9% of the Issuer's outstanding Common Stock.
Of those shares, Fortune Twenty-Fifth directly, beneficially owns 480,000 shares
of the Issuer's Common Stock, or approximately 7.5% of the Issuer's outstanding
Common Stock.
(b) Mr. Kayne has the sole power to vote and dispose, or direct the
disposition, of 1,200,959 shares of the Issuer's Common Stock. Of those shares,
Fortune Twenty-Fifth has the sole power to vote and dispose, or direct the
disposition, of 480,000 shares of the Issuer's Common Stock.
(c) The following transactions in the Issuer's Common Stock beneficially
owned by Mr. Kayne and Fortune Twenty-Fifth were effected in the last 60 days:
<TABLE>
<CAPTION>
Date Type Amount of Securities Price Per Share Where/How
acquired from acquired from Transaction
Issuer Issuer Effected
---------------- ----- ------------------- ---------------- ------------
<S> <C> <C> <C> <C>
10/6/00 (1) 400,000 (1) Privately
10/6/00 (2) 80,000 (2) Privately
</TABLE>
(1) Represents shares of Common Stock that may be acquired upon
conversion of 8,000 shares of Series D Convertible Pay-in-Kind
Preferred Stock, without further payment to the Issuer.
(3) Represents shares of Common Stock that may be acquired upon conversion
of 80,000 Warrants, without further payment to the Issuer.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Mr. Kayne is a director of the Issuer and is also the brother of Richard
Kayne, a principal of Kayne Anderson Investment Management. Kayne Anderson
Investment Management owns, directly or indirectly, a substantial portion of the
Issuer's Common Stock.
5
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
6
<PAGE>
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.
Dated as of the 9th day of November 2000.
By: /s/ Fred Kayne
---------------------------
Fred Kayne
7
