SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G**
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
SUCCESSORIES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
864591102
(CUSIP Number)
December 31, 1999
(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 1,007,150 shares, which
constitutes approximately 14.5% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 6,932,160 shares
outstanding.
<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: 1,007,150 (1)
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: 1,007,150 (1)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,007,150
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 14.5%
12. Type of Reporting Person: IA
- ---------------
(1) Power is exercised through its Chairman, President and Chief Investment
Officer, David A. Corbin.
<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, as amended by Amendment No. 1 dated February
10, 1999 (the "Schedule 13G"), relating to the Common Stock, par value $.01 (the
"Stock"), of Successories, Inc. (the "Issuer").
Item 4. Ownership.
Item 4 is hereby amended and restated in its entirety to read as follows:
(a) - (b)
Reporting Person
Pursuant to Rule 13d-3(a), the Reporting Person is the beneficial owner of
1,007,150 shares of the Stock, which constitutes approximately 14.5% of the
outstanding shares of Stock.
Controlling Person
Because of his position 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 1,007,150 shares of the Stock, which constitutes
approximately 14.5% of the outstanding shares of the Stock.
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.
(c)
Reporting Person
The Reporting Person has the shared power to vote or to direct the vote and
to dispose or to direct the disposition of an aggregate of 1,007,150 shares of
the 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 1,007,150 shares of the Stock.
Item 10. Certification.
Item 10 is hereby amended and restated in its entirety as follows:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above 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>
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 11, 2000
Corbin & Company
By: /s/ Barbara E. Shields
Vice President for Client Relations
and Legal Affairs
