SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SUCCESSORIES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
864591102
(CUSIP Number)
December 31, 1998
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
*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 reported herein is 1,135,300 shares, which
constitutes approximately 16.8% of the total number of shares outstanding.
All ownership percentages set forth herein assume that there are 6,767,250
shares outstanding.<PAGE>
<PAGE>
CUSIP No. 864591102
1. Name of Reporting Person:
Corbin & Company (Tax ID: 75-2421966)
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: -0-
Number of
Shares
Beneficially 6. Shared Voting Power: 1,135,300 (1)
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: 1,135,300 (1)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,135,300
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 16.8%
12. Type of Reporting Person: IA
- ---------------
(1) Power is exercised through its Chairman, President and Chief Investment
Officer, David A. Corbin.
<PAGE>
<PAGE>
Pursuant to Rule 13d-2(b) of Regulation 13D-G of the General Rules and
Regulations under the Act, the undersigned hereby amends its Schedule 13G
Statement dated October 2, 1998 (the "Schedule 13G"), relating to the Common
Stock, par value $.01, of Successories, Inc.
Unless otherwise indicated, all defined terms used herein shall have the
same meanings as those set forth in the Schedule 13G
Item 4. Ownership.
Item 4 is hereby amended and restated its entirety to read as follows:
(a) - (b)
Reporting Person
Pursuant to Rule 13d-3(a), the Reporting Person is the beneficial owner
of 1,135,300 shares of the Stock, which constitutes approximately 16.8% of
the outstanding shares of Stock.
Controlling Person
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 1,135,300 shares of the Stock.
(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
address of Corbin & Co., which also serves as its principal office, is 6300
Ridglea Place, Suite 1111, Fort Worth, Texas 76116.
To the best knowledge of the Reporting Person, other than as set forth
above, none of the persons named in Item 2 herein is the beneficial owner of
any shares of the Stock.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or effect.
<PAGE>
<PAGE>
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 10, 1999
Corbin & Company
By: /s/ Barbara E. Shields
Vice President for Client Relations and Legal
Affairs
