SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. )*
Successories, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
864591102
(Cusip Number)
Barbara E. Shields
6300 Ridglea Place, Suite 1111
Fort Worth, Texas 76116
(817) 335-8282
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 31, 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 [X].
*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).
**The total number of shares of stock reported herein is 1,243,500, which
constitutes approximately 18.4% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 6,765,000 shares
outstanding.
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1. Name of Reporting Person:
Corbin & Company
2. Check the Appropriate Box if a Member of a Group:
(a) / /
Not Applicable
(b) / /
3. SEC Use Only
4. Source of Funds: OO (Funds Received from Advisory Clients)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Units
Beneficially 8. Shared Voting Power: 1,243,500 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 1,243,500 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,243,500
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 18.4%
14. Type of Reporting Person: IA
- ------------
(1) Power is exercised through its Chairman, President and Chief Investment
Officer, David A. Corbin.
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Item 1. SECURITY AND ISSUER.
This statement relates to the Common Stock (the "Stock") of Successories,
Inc. (the "Issuer"). The principal executive offices of the Issuer are located
at 2520 Diehl Road, Aurora, Illinois 60504.
Item 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(e) of Regulation 13D-G of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby files this Schedule 13D Statement on behalf of
Corbin & Company, a Texas corporation ("Corbin & Co."). Corbin & Co. is
sometimes hereinafter referred to as the "Reporting Person." Additionally,
pursuant to Instruction C to Schedule 13D, information is included herein with
respect to David A. Corbin ("Corbin") (the "Controlling Person"). The Reporting
Person, the Controlling Person and the other persons identified in paragraphs
(b) - (c) of Item 2 are sometimes hereinafter collectively referred to as the
"Item 2 Persons."
(b) - (c)
CORBIN & CO.
Corbin & Co. is a Texas corporation, the principal business of which is
providing investment advisory services to third parties. The principal business
address of Corbin & Co., which also serves as its principal office, is 6300
Ridglea Place, Suite 1111, Fort Worth, Texas 76116. Pursuant to Instruction
C to Schedule 13D of the Act, the name, residence or business address, and
present principal occupation or employment of each director, executive officer
and controlling person of Corbin & Co. are as follows:
Residence or Principal Occupation
Name Business Address or Employment
David A. Corbin 6300 Ridglea Place Chairman, President and
Suite 1111 Chief Investment Officer of
Fort Worth, Texas 76116 Corbin & Co.
R. Kyle Kight 6300 Ridglea Place Vice President for
Suite 1111 Portfolio Management,
Fort Worth, Texas 76116 Corbin & Co.
Tod M. Miller 6300 Ridglea Place Vice President for Marketing,
Suite 1111 Corbin & Co.
Fort Worth, Texas 76116
Jeffrey D. Ressetar 6300 Ridglea Place Chief Financial Officer and
Suite 1111 Chief Operations Officer of
Fort Worth, Texas 76116 Corbin & Co.
Barbara E. Shields 6300 Ridglea Place Vice President for Client
Suite 1111 Relations and Legal Affairs,
Fort Worth, Texas 76116 Corbin & Co.
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such 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) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Corbin & Co. has expended $6,545,180.22 to purchase shares of the Stock.
Such funds were received from Corbin & Co.'s investment advisory clients.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Person has had several meetings and discussions with
management of the Issuer concerning alternatives regarding maximization of
shareholder value as well as various operational and financial aspects of the
Issuer's business. On August 31, 1998, the Reporting Person delivered to the
Issuer's Board of Directors a letter, a copy of which is attached hereto as
Exhibit A, setting forth specific proposals for the Board's consideration
relating to maximization of shareholder value. These proposals involve (i) the
repurchase of shares of the Stock by the Issuer, (ii) the sale of certain assets
to provide funds for repayment of corporate debt and funding the proposed share
repurchase, (iii) the institution, at a later date, of dividend payments on
shares of the Stock, (iv) obtaining shareholder input in connection with the
search for a new president of the Issuer and possibly designating specified
executives to fill the role of the president, on an interim basis, by means of
an operating committee, and (v) the appointment of a new board member to insure
discussions of the key issues relating to the value maximization process. As
stated in the letter, the Reporting Person has requested a response from the
Issuer's Board by September 30, 1998.
The Reporting Person acquired on behalf of its advisory clients, and its
client accounts continue to hold, the shares of the Stock reported herein for
investment purposes. Depending on market conditions and other factors that the
Reporting Person may deem material to its investment decisions, the Reporting
Person may purchase additional shares of the Stock in the open market or in
private transactions. Depending on the same factors, the Reporting Person may
sell all or a portion of the shares of the Stock on the open market or in
private transactions.
Except as set forth in this Item 4, the Reporting Person has no present
plans or proposals that relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
Reporting Person
CORBIN & CO.
The aggregate number of shares of the Stock that Corbin & Co. owns
beneficially, pursuant to Rule 13d-3 of the Act, is 1,243,500, which constitutes
approximately 18.4% of the outstanding shares of the Stock.
Control Person
CORBIN
Because of his positions as Chairman, President and Chief Investment
Officer of Corbin & Co., Corbin may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 1,243,500 shares of the Stock, which
constitutes approximately 18.4% of the outstanding shares of the Stock.
To the best of the knowledge of the Reporting Person, other than as set
forth above, none of the Item 2 Persons is the beneficial owner of any shares
of the Stock.
(b)
Reporting Person
CORBIN & CO.
Acting through Corbin, its Chairman, President and Chief Investment
Officer, Corbin & Co. has the shared power to vote or to direct the vote and to
dispose or to direct the disposition of 1,243,500 shares of the Stock.
Controlling Person
CORBIN
As Chairman, President and Chief Investment Officer of Corbin & Co., Corbin
has the shared power to vote or to direct the vote and to dispose or to direct
the disposition of 1,243,500 shares of the Stock.
(c) During the past sixty days, the Reporting Person has purchased shares
of the Stock in open market transactions on the NASDAQ as follows:
NO. OF SHARES PRICE PER
DATE PURCHASED SHARE
07/15/98 7,800 $4.32
07/17/98 11,000 $4.24
07/20/98 850 $4.20
07/21/98 9,000 $4.20
07/23/98 150 $4.20
07/24/98 4,000 $4.20
07/29/98 24,150 $4.20
08/05/98 50,000 $3.75
08/27/98 15,000 $3.20
08/28/98 6,500 $3.20
08/28/98 271,400 $3.19
Except as set forth in this paragraph (c), to the best of the knowledge of
the Reporting Person, none of the Item 2 Persons have effected any transactions
in the Stock during the past 60 days.
(d) All of the shares of the Stock reported herein are owned by Corbin &
Co.'s advisory clients, who have the sole right to receive and the sole power
to direct the receipt of dividends from, or the proceeds from the sale of, such
shares of the Stock. To the best knowledge of Corbin & Co., no client of Corbin
& Co. has an interest in dividends or sale proceeds that relates to 5% or more
of the outstanding shares of the Stock.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as set forth herein, there are no contracts, arrangements,
understandings or relationships with respect to shares of the Stock owned by the
Reporting Person.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Letter from Corbin & Company to the Issuer's Board of
Directors, dated August 31, 1998.<PAGE>
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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: September 10, 1998
CORBIN & COMPANY
By: /s/ Barbara E. Shields
Barbara E. Shields, Vice President
for Client Relations and Legal Affairs
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<PAGE> EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Letter from Corbin & Company to the Issuer's Board of Directors,
dated August 31, 1998
Exhibit 99.1
August 31, 1998
Board of Directors
Successories, Inc.
2520 Diehl Road
Aurora, Illinois 60504
Ladies and Gentlemen:
I am writing to you today as investment manager for shareholders of your
firm who currently control approximately 1.2 million shares. I am concerned
about shareholder value, not just for my clients, but for all Successories
shareholders, and I am disappointed that the Board of Directors has failed to
act boldly on behalf of its shareholders. Although the company has the ability
to generate significant free cash flow due to superior margins and earnings
growth, the events of the last six months show that this board has taken a "wait
and see" approach that has not been accepted by investors.
These are the items that I am asking the board to consider:
1. Shareholder input should be sought in connection with a search for a
new president. Consideration should be given to allowing Mac
Anderson, together with an operating committee of Messrs. Kuptsis,
Hays, McKey, and Halpin, to fill the role of president. I believe
that these gentlemen may be best able to provide the company what it
most needs in the near term: higher profits and a tight rein on
expenses.
2. Immediate consideration should be given to selling assets, including
possibly the retail stores and the golf catalog, to generate funds to
be used to repay debt and repurchase shares. The company can then
focus on its highest margin businesses.
3. The repurchase of shares is critical to the process of increasing
shareholder value. First of all, Successories' board has to send a
loud and clear message: we believe in this company, its prospects
and our leadership. The board should approve a repurchase of at
least 1,000,000 shares, to be funded out of asset sales and
operations. While these shares may eventually find their way to
reissuance through option programs for employees, I do not want to
accept any dilution of my clients' position due to missed
opportunities on the part of this board to increase shareholder
value.
4. The board should also consider paying a small dividend, once the debt
is repaid and the share repurchase is well along. This will broaden
the company's appeal to retail investors and allow certain types of
institutional investors to own the stock. An $.08 annual dividend
would cost the company $450,000 per year (assuming repurchase of the
one million shares).
5. Since I do not believe that the interests of shareholders have been
recognized during our holding period, we need someone on the board
that views shareholder value in the same way that I view my clients'
money. It is the single best way that I know of to insure discussion
of the key issues surrounding the creation of shareholder value.
Consideration of the above points is critical if this company is ever to
achieve its potential. I look forward to your response and would expect a
reply by September 30, 1998.
Very truly yours,
/s/ David A. Corbin
David A. Corbin, CFA
President & Chief Investment Officer
