SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G**
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
SUCCESSORIES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
864591102
(CUSIP Number)
December 31, 2000
(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 659,150 shares, which
constitutes approximately 7.2% of the total number of shares outstanding.
All ownership percentages set forth herein assume that there are 9,146,518
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: 659,150 (1)
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: 659,150 (1)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
659,150
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 7.2%
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 and Amendment No. 2 dated February 11, 2000 (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 659,150 shares of the Stock, which constitutes approximately 7.2%
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 659,150 shares of the Stock, which
constitutes approximately 7.2% 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
659,150 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 659,150 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: January 10, 2001
Corbin & Company
By: /s/ Barbara E. Shields
Barbara E. Shields,
Vice President for Client Relations
and Legal Affairs
