<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
INTERVISUAL BOOKS, INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
460918105
(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)
May 14, 1999
(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.
- ----------
* 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).
<PAGE> 2
CUSIP No. 460918 10 5 Schedule 13D Page 2 of 5
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Mr. and Mrs. Waldo H. Hunt and Patricia E. Hunt, individually and as
trustees of the Hunt Family Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 2,933,416
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9. SOLE DISPOSITIVE POWER
2,933,416
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,933,416
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
N/A
<PAGE> 3
CUSIP No. 460918 10 5 Schedule 13D Page 3 of 5
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.4%, based on 5,885,115 shares of common stock outstanding as
calculated based on the number of shares reported by Issuer as
issued and outstanding as of March 31, 1999 plus the shares issued
by Issuer in connection with Issuer's acquisition of Fast Forward
Marketing, Inc.
14. TYPE OF PERSON REPORTING
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 4
CUSIP No. 460918 10 5 Schedule 13D Page 4 of 5
- --------------------------------------------------------------------------------
This Amendment No. 1 amends the Schedule 13D dated July 22, 1998
(the "Original Schedule 13D") filed with the Securities and Exchange Commission
(the "Commission") by Mr. and Mrs. Waldo H. Hunt, and Patricia E. Hunt,
individually and as trustees of The Hunt Family Trust (collectively, the
"Reporting Persons"). Unless otherwise defined herein, all capitalized terms
used herein shall have the respective meanings given such terms in the Original
Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 as previously filed is hereby amended to add the following
information:
As reported in Item 6 below, Mr. Hunt as trustee of The
Hunt Family Trust entered into an agreement regarding the election
of certain persons to the Board of Directors of the Issuer.
Item 5. Interest in Securities of the Issuer.
Subparagraph (a) of Item 5 as previously filed is hereby amended
as follows:
2,933,416: 49.4%, based on 5,885,115 shares of common stock
outstanding as calculated based on the number of shares reported by
Issuer as issued and outstanding as of March 31, 1999 plus the
shares issued by Issuer in connection with Issuer's acquisition of
Fast Forward Marketing, Inc.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item 6 as previously filed is hereby amended to add the following
information:
In connection with Issuer's acquisition of Fast Forward
Marketing, Inc. ("Fast Forward"), Mr. Hunt as trustee of The Hunt
Family Trust entered into an Amended and Restated Voting Agreement
(the "Voting Agreement") with Steven D. Ades ("Steven Ades"), Steven
D. Ades and Laurie Levit, Trustees of the Steven Ades and Laurie
Levit Revocable Family Trust (the "Trust"). The Voting Agreement was
executed to fulfill a condition to completing the acquisition by the
Issuer of Fast Forward Marketing, Inc. on May 14, 1999.
According to the Voting Agreement, The Hunt Family Trust
agreed to vote its shares at the annual meeting of shareholders of
the Issuer such that Steven Ades and a "qualified person" (as
defined in the Voting Agreement) would be elected to the Issuer's
Board of Directors. In the Voting Agreement, Steven Ades and the
Trust agreed to vote their shares of the Issuer's common stock in
favor of those persons recommended or nominated for election for
director by the Issuer's Board of Directors. In the event of
cumulative voting for the election of directors, Steven Ades and the
Trust agreed, to the extent requested by The Hunt Family Trust,
either to distribute their votes equally between Steven Ades and the
"qualified person" selected in accordance with the Voting Agreement
or equally among each nominee for director supported by the Issuer's
Board of Directors. As long as Steven Ades is a director, employee
or consultant of the Issuer, Steven Ades and the Trust agreed not to
vote for or otherwise support in any manner any nominees for the
Issuer's Board of Directors other than those nominees selected by
the Issuer's Board of Directors. The Voting Agreement terminates
upon the occurrence of certain events. A copy of the Voting
Agreement is attached hereto as an exhibit and is hereby
incorporated herein.
Reporting Persons disclaim beneficial ownership of any
securities held by Steven Ades and the Trust.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended to add the following:
99.4 Amended and Restated Voting Agreement
<PAGE> 5
CUSIP No. 460918 10 5 Schedule 13D 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.
Dated: May 21, 1999 /s/ Waldo H. Hunt
----------------------------------------
Waldo H. Hunt, Individually and as
Trustee of The Hunt Family Trust UTA May
30, 1980
/s/ Patricia E. Hunt
----------------------------------------
Patricia E. Hunt, Individually and as
Trustee of The Hunt Family Trust UTA May
30, 1980
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<C> <S>
99.4 Amended and Restated Voting Agreement
</TABLE>
<PAGE> 1
AMENDED AND RESTATED VOTING AGREEMENT
THIS AMENDED AND RESTATED VOTING AGREEMENT (this "Agreement") is
entered into as of May 19, 1999, by and between Steven D. Ades ("Steven Ades"),
Steven D. Ades and Laurie Levit, Trustees of the Steven Ades and Laurie Levit
Revocable Family Trust UTD April 18, 1991 (the "Trust"; Steven Ades and the
Trust hereinafter sometimes are referred to collectively as "Ades") and Waldo H.
Hunt, Trustee of the Hunt Family Trust UTA May 30, 1980 ("Shareholder").
RECITALS
A. The parties hereto previously entered into a Voting Agreement
dated as of May 13, 1999 (the "Original Agreement") setting forth certain
obligations regarding the voting of their respective shares.
B. In order to clarify certain obligations of the parties relating
to the election of certain directors to the Board of Intervisual Books, Inc.
(the "Company"), the parties hereto desire to amend and restate the Original
Agreement as set forth in this Agreement. The parties acknowledge that each of
the parties has received good and valuable consideration for the purposes of
entering into this Agreement and that this Agreement shall be binding and
enforceable upon each of them.
AGREEMENT
1. Voting of Shares by Shareholder. Subject to Ades voting Ades'
shares of Company common stock in accordance with paragraph 2 below and the
other agreements contained in paragraph 2 below, Shareholder agrees that at the
annual meeting of shareholders of the Company immediately following the
Effective Time of the Merger and at each successive annual meeting thereafter,
provided that Steven Ades is employed by Company at such time, Shareholder shall
cause a sufficient number of outstanding shares of Company's common stock that
are owned by Shareholder as of the record date fixed for such meeting to be
voted in such a manner as to elect Steven Ades and a "qualified person" to the
Company's Board of Directors. For purposes of this paragraph, a "qualified
person" shall mean an individual initially designated by Steven Ades and who (i)
posses the skills and business acumen reasonably necessary to be an outside
independent director of a public company, (ii) is mutually acceptable to Steven
Ades and the Company's Board of Directors and which such nominee shall not be
Steven Ades, Steven Selsky, Steven Wallace, a family member of Steven Ades,
Steven Selsky or Steven Wallace or otherwise related to Steven Ades, Selsky or
Wallace, and (iii) has not been involved in any legal proceedings requiring
disclosure under Item 401(f) of Regulation S-K or Instruction 4 of Item 103 of
Regulation S-K. Prior to selection as a "qualified person," each such nominee
shall agree in writing to resign from the Company's Board of Directors if so
requested mutually by Steven Ades and the other members of the Company's Board
of Directors.
2. Voting of Shares by Ades. Ades agrees that at the annual meeting
of shareholders of the Company immediately following the Effective Time of the
Merger, and at each successive annual meeting thereafter, provided that Steven
Ades is employed by Company at such time, Ades shall vote all outstanding shares
of Company's common stock that are owned by Ades as of the
<PAGE> 2
record date fixed for such meeting in favor of those persons recommended or
nominated for election by the Company's Board of Directors. In the event
cumulative voting for the election of directors occurs, Ades shall, as so
requested by Shareholder, either distribute all of Ades' votes equally between
Ades and the qualified person selected in accordance with paragraph 1 above or
equally among each nominee for director supported by the Company's Board of
Directors. As long as Steven Ades is a director, employee or consultant of the
Company, Ades agrees not to vote for or otherwise support in any manner any
nominees for the Company's Board of Directors other than those nominees selected
by the Company's Board of Directors.
3. Further Assurances. Shareholder and Ades shall perform such
further acts and execute such further documents and instruments as reasonably
may be required to carry out and give effect to the provisions of this
Agreement.
4. Amendment and Modification. This Agreement may be amended,
modified or supplemented only by a written agreement of all the parties to this
Agreement.
5. Governing Law. This Agreement and the rights and obligations of
the parties hereunder shall be governed by and construed in accordance with the
laws of the State of California.
6. Invalidity of a Single Provision. The unenforceability or
invalidity of any provision of this Agreement shall not affect the validity or
enforceability of the remainder of this Agreement, nor shall the
unenforceability of a provision under the laws of any particular jurisdiction
affect its enforceability under the laws of other jurisdictions.
7. Headings and Execution in Counterparts. The headings and captions
contained in this Agreement are for convenience only and shall not control or
affect the meaning or construction of any provision of this Agreement. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which together shall constitute a single
agreement.
8. Termination. The parties hereto agree that this Agreement shall
terminate upon the earlier of: (a) Steven Ades' cessation of employment from the
Company, (b) the closing a "liquidity event" as defined in Section 2 of that
Restricted Stock Agreement dated as of May 13, 1999 by and among the parties
hereto, the Company, Barbara Abella, Rhonda Sapirstein, Steven Selsky and Steven
Wallace, excluding a sale of all or substantially all of the assets of the
Company or liquidation, dissolution or winding up of the Company, (c) Ades'
beneficial ownership (calculated according to Rule 13d-3) of voting securities
of the Company falls below five percent (5%) of the Company's issued and
outstanding securities, or (d) Ades' beneficial ownership of voting securities
(excluding unexercised options) of the Company increases to the number that Ades
would be entitled to elect two directors to the Company's Board of Directors.
9. Amendment and Restatement. The parties hereto agree that the
Original Agreement is superseded and replaced in its entirety by this Agreement
and Original Agreement shall no longer have any force or effect.
-2-
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first written above.
Shareholder:
/s/ Waldo H. Hunt
----------------------------------------
Waldo H. Hunt, Trustee of the Hunt
Family Trust UTA May 30, 1980
/s/ Steven D. Ades
----------------------------------------
Steven D. Ades
/s/ Steven D. Ades
----------------------------------------
Steven D. Ades, as Trustee of the Steven
Ades and Laurie Levit Revocable Family
Trust UTD April 18, 1991
/s/ Laurie Levit
----------------------------------------
Laurie Levit, as Trustee of the Steven
Ades and Laurie Levit Revocable Family
Trust UTD April 18, 1991
-3-
