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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INTERVISUAL BOOKS, INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
460918 10 5
(CUSIP Number)
Waldo H. Hunt
Intervisual Books, Inc.
2716 Ocean Park Blvd., Suite 2020
Santa Monica, California 90405
(310) 396-8708
(Name, address and telephone number of person
authorized to receive notices and communications)
July 22, 1998
(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(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 this schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
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* 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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CUSIP No. 460918 10 5 Schedule 13D Page 2 of 6
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Waldo H. Hunt and Patricia E. Hunt, individually and as trustees of the
Hunt Family Trust
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [ ]
b [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF, OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7. SOLE VOTING POWER
2,924,419
NUMBER OF ----------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 2,924,419
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
N/A
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.1%, BASED ON 5,164,531 SHARES OF COMMON STOCK OUTSTANDING AS OF
DECEMBER 31, 1998.
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14. TYPE OF PERSON REPORTING
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 460918 10 5 Schedule 13D Page 3 of 6
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This Schedule 13D amends the original Schedule 13G dated
February 12, 1992 (the "Original Schedule 13G") filed with the Securities and
Exchange Commission (the "Commission") by Waldo H. Hunt, as previously amended
by Amendment No. 1 (the "Amendment") to the Original Schedule 13G dated August
20, 1997 filed by Mr. Hunt with the Commission. This Schedule 13D reports all
transactions in the Issuer's Common Stock by the Reporting Persons since the
filing of the Amendment.
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, no par value
(the "Common Stock") of Intervisual Books, Inc. ("Issuer"). The Issuer's
principal executive offices are located at 2716 Ocean Park Boulevard, Suite
2020, Santa Monica, California 90405.
Item 2. Identity and Background
(a) This Schedule 13D is being filed by Waldo H. Hunt and
Patricia E. Hunt (the "Reporting Persons"), individually and as Trustees of The
Hunt Family Trust UTA May 30, 1980 (the "Hunt Family Trust"). Both Trustees of
the Hunt Family Trust have voting and investment power.
(b) The principal business office of the Reporting Persons is
2716 Ocean Park Blvd., Suite 2020, Santa Monica, California 90405.
(c) The principal occupation of Mr. Hunt is Chairman of the
Board and Chief Executive Officer of the Issuer. Mrs. Hunt is not currently
employed.
(d)(e) Neither Waldo H. Hunt nor Patricia E. Hunt has during
the last five years been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
which proceeding was or is subject to 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.
(f) Waldo H. Hunt and Patricia E. Hunt are citizens of the
United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Except for 328,000 shares of Common Stock acquired in 1998 as
a result of the merger of the Hunt Creative Group, a California corporation (the
"Hunt Group") with and into the Issuer, the total amount of funds required by
the Reporting Persons to acquire the others shares reported in Item 5(c) was
approximately $62,437.50. Such funds were the Reporting Person's personal funds.
The consideration for the 328,000 shares of Common Stock acquired as a result of
the merger of the Hunt Group with and into the Issuer was the shares of the Hunt
Group held by the Hunt Family Trust. No consideration was paid for any of the
stock options reported in Item 5(c).
Item 4. Purpose of Transaction.
Reporting Persons acquired the Common Stock reported herein
for investment purposes based on the belief that such stock represents an
attractive investment opportunity. Reporting Persons may make additional
purchases of Common Stock or may engage in dispositions of all or a portion of
the Common Stock presently owned or hereafter acquired by them, either in the
open market or in private transactions, depending on their evaluation of the
Issuer's business, prospects and financial condition, the market for the Common
Stock, other investment opportunities, general economic conditions, money and
stock market conditions and other future developments and factors that the
Reporting
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CUSIP No. 460918 10 5 Schedule 13D Page 4 of 6
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Person deems material to their investment decisions. Since the formation of the
Issuer, the Reporting Persons have held a controlling equity interest in the
Issuer.
In connection with Mr. Hunt's Employment Agreement, the Issuer
granted to Mr. Hunt options to purchase 150,000 shares of Common Stock. Such
Employment Agreement also entitles Mr. Hunt to certain other rights and benefits
and a copy of the agreement is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own 2,924,419 shares of
Common Stock (including options to purchase 50,002 shares of the Common Stock
granted to Mr. Hunt and exercisable within sixty (60) days of this filing) or
approximately 56.1% of the Issuer's outstanding Common Stock (based on the
number of shares outstanding as of December 31, 1998).
(b) The Reporting Persons each have the power to vote and
direct the disposition of the shares reported herein.
(c) At the Issuer's Annual Meeting of Shareholders held on
July 22, 1998, the merger of the Hunt Group with and into the Issuer was
approved by the Issuer's shareholders. Under the terms of the merger, 302,000
shares of Issuer's Common Stock were issued to the Hunt Family Trust effective
August 7, 1998 and 26,000 shares of Issuer's Common Stock were issued to The
Hunt Family Trust on December 3, 1998. On October 1, 1997, Issuer granted to Mr.
Hunt options to purchase 119,000 shares of Common Stock under Issuer's existing
stock option plans and additional options to purchase 31,000 shares pursuant to
a separate agreement which was approved by Issuer's shareholders in July 1998.
All such options vest in three annual increments and options to purchase 100,000
shares of Common Stock have an exercise price of $1.625 per share and options to
purchase 50,000 shares have an exercise price of $1.7875 per share. As of the
filing of this Schedule 13D, Mr. Hunt is deemed to beneficially own options to
purchase 50,002 shares.
On November 19, 1997, Mr. Hunt sold 10,000 of Common Stock
in a private transaction for $1.75 per share. Effective December 23, 1997 Mr.
Hunt disposed of 17,000 shares of Common Stock by gift. Effective December 30,
1998, Mr. Hunt disposed of 15,000 shares of Common Stock by gift. Such gifts
were without consideration. Attached as Appendix A to this Schedule 13D is a
list of all purchases of shares of Common Stock by the Reporting Persons since
the filing of the Amendment.
(d) Except as stated in this Item 5, to the best knowledge of
the Reporting Persons, no other person has the right to receive or the power to
direct the receipt of dividends from the shares of Common Stock beneficially
owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
As previously reported, on October 1, 1997, Mr. Hunt was
granted options by the Issuer to purchase 150,000 shares of Common Stock.
Item 7. Material to be Filed as Exhibits.
99.1 Employment Agreement between the Issuer and Waldo H. Hunt
(incorporated by reference to Exhibit 10.19 to Issuer's Annual Report on Form
10-K for the fiscal year ended December 31, 1997).
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CUSIP No. 460918 10 5 Schedule 13D Page 5 of 6
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99.2 Nonstatutory Stock Option Agreement between the Issuer
and Waldo H. Hunt (incorporated by reference to Exhibit 10.20 to Issuer's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997).
99.3 Agreement and Plan of Merger among the Issuer, the Hunt
Creative Group and The Hunt Family Trust (incorporated by reference to Exhibit
10.30 to Issuer's Annual Report on Form 10-K for the fiscal year ended December
31, 1997).
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: February 15, 1999 /s/ Waldo H. Hunt
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Waldo H. Hunt, Individually and as
Trustee of The Hunt Family Trust
UTA May 30, 1980
/s/ Patricia E. Hunt
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Patricia E. Hunt, Individually and
as Trustee of The Hunt Family Trust
UTA May 30, 1980
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CUSIP No. 460918 10 5 Schedule 13D Page 6 of 6
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APPENDIX A
The table below sets forth purchase of Common Stock by the
Reporting Persons since the filing of the Amendment.
<TABLE>
<CAPTION>
Number Approximate
Date of Shares Price Per Share ($)
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<S> <C> <C>
07/28/98 500 1.875
08/17/98 1,000 1.9375
09/02/98 1,000 1.25
09/04/98 2,000 1.1875
09/09/98 2,000 1.4375
09/23/98 2,000 1.00
10/09/98 1,000 1.00
10/12/98 500 1.125
10/13/98 500 1.125
10/15/98 500 1.125
10/21/98 3,000 1.1875
10/26/98 1,000 1.25
10/27/98 1,100 1.25
10/27/98 500 1.4375
10/27/98 200 1.50
10/27/98 500 1.5625
10/27/98 700 1.625
10/28/98 500 1.625
12/07/98 1,000 1.4375
12/08/98 3,000 1.375
12/10/98 1,000 1.3125
12/14/98 1,000 1.375
12/15/98 2,000 1.00
12/16/98 1,000 1.0625
12/18/98 4,000 .875
12/23/98 1,000 1.125
12/28/98 1,000 1.125
12/28/98 1,000 1.00
12/29/98 1,000 1.25
12/30/98 2,500 1.50
12/30/98 2,000 1.25
01/08/99 1,000 1.50
01/08/99 500 1.625
01/08/99 500 1.75
01/21/99 1,500 1.9375
01/21/99 500 1.50
01/22/99 3,000 1.46875
01/25/99 1,000 1.625
</TABLE>
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