SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Grow Biz International, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
399817 10 5
(CUSIP Number)
Sheldon T. Fleck
5720 Smetana Drive, Suite 330
Minnetonka, Minnesota 55343
(612) 939-3945
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 3, 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 the 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 1 of 4 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 399817 10 5 Page 2 of 4 Pages
1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Sheldon T. Fleck
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 480,800
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING
PERSON WITH
9 SOLE DISPOSITIVE POWER
480,800
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
480,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 13D
Item 1. Security and Issuer.
This filing relates to Common Stock of Grow Biz International, Inc.
(the "Issuer"), 4200 Dahlberg Drive, Minneapolis, Minnesota 55422-4837.
Item 2. Identity and Background.
(a) No change.
(b) No change.
(c) No change.
(d) No change.
(e) No change.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable.
Item 4. Purpose of the Transaction.
In connection with his investment, Mr. Fleck has entered into a letter
agreement dated July 3, 1999, with the Company regarding certain
limitations on increasing his holdings in the Company or on effecting
business combinations with the Company.
The shares of Common Stock purchased by Mr. Fleck have been acquired
for investment purposes. Subject to the limitations imposed by the
agreement referred to above, Mr. Fleck may make additional purchases of
Common Stock either in the open market or in private transactions
depending on his evaluation of the Company's business, prospects and
financial condition, the market for the Common Stock, other
opportunities available to him, general economic conditions, money and
stock market conditions and other future developments. Depending on the
same factors, Mr. Fleck may decide in the future to sell all or part of
his investments in the Company's Common Stock.
Although the purchases of Common Stock to date have been made for
investment, at some future time Mr. Fleck might decide that it is
desirable to seek to acquire the Company or to seek to control or
further influence the management and policies of the Company. At the
present time Mr. Fleck has made no definite decision to seek to acquire
the Company. Mr. Fleck anticipates that he may express concern from
time to time and may take appropriate action regarding any management
or other proposed transactions that may be inconsistent with his goals
as an investor in the Company.
Item 5. Interest in Securities of the Issuer.
No change.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
See Item 4.
Item 7. Material to be Filed as Exhibits.
Letter Agreement, dated July 3, 1999, among Grow Biz International,
Inc., Sheldon T. Fleck and Terry K. Fleck.
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.
Date: July 3, 1999.
By: /s/ Sheldon T. Fleck
Sheldon T. Fleck
<PAGE>
EXHIBIT INDEX
AMENDMENT NO. 2 TO SCHEDULE 13D
Exhibit
No. Description
1 Letter Agreement, dated July 3 1999, among Grow Biz International,
Inc., Sheldon T. Fleck and Terry K. Fleck
Exhibit No. 1
GROW BIZ INTERNATIONAL, INC.
4200 Dahlberg Drive
Minneapolis, MN 55422-4837
(612) 520-8500
July 3, 1999
Mr. Sheldon T. Fleck
Ms. Terry K. Fleck
5720 Smetana Drive, Suite 330
Minnetonka, MN 55343
Dear Mr. and Ms. Fleck:
By letter dated June 3, 1999, you indicated to the Board of Directors
of Grow Biz International, Inc. (the "Company") that you intend to acquire,
directly or through your Affiliates or Associates, Beneficial Ownership of
additional shares of the Company's stock. You requested, pursuant to Section
302A.673 of the Minnesota Business Corporation Act, that a committee of
disinterested members of the Board of Directors approve your acquisition of
Beneficial Ownership of additional shares of the Company's stock as your
Beneficial Ownership of shares of the Company reaches or exceeds ten percent of
the Company's outstanding shares. All capitalized terms contained in this letter
agreement shall have the definitions set forth in the Minnesota Business
Corporation Act.
In response to your letter, and in compliance with the provisions of
Section 302A.673, the Company's Board of Directors established a committee
comprised of Disinterested Directors. The committee of Disinterested Directors
has reviewed your request and has approved any acquisitions by you, directly or
through your Affiliates or Associates, of Beneficial Ownership of additional
shares of the Company's stock from time to time which may result in your
Beneficial Ownership reaching or exceeding ten percent of the Company's
outstanding shares.
In consideration for such approval, you have agreed to the following:
1. Neither you nor your Affiliates or Associates will acquire any
shares of the Company's stock that would result in your
Beneficial Ownership reaching or exceeding fifteen percent of
the Company's outstanding shares; and
2. While your Beneficial Ownership equals or exceeds ten percent
of the Company's outstanding shares, neither you nor any of
your Associates or Affiliates will effect any Business
Combination without the prior approval of a majority of a
committee of the Board of Directors consisting of all of the
Disinterested Directors.
For purposes of calculating the fifteen and ten percent thresholds in each of
the immediately preceding paragraphs numbered 1 and 2, Beneficial Ownership
shall include only shares directly owned by you or your Affiliates or
Associates, but does not include any additional shares, other than shares
directly owned by you or your Affiliates or Associates, which may be deemed
beneficially owned pursuant to the concepts and provisions described in
Subdivision 41(c) of Section 302A.011.
This letter also will confirm that the prior approval for you to pass
the ten percent ownership threshold, which was granted by a special committee of
the Board of Directors on February 6, 1997, is superseded by this current
approval.
In addition, because the Company may suffer irreparable harm as a
result of a breach of this letter agreement by you, the Company shall be
entitled to obtain remedies in equity, including without limitation specific
performance, to prevent any actual or threatened breach by you of any provision
of this letter without the necessity of proving damages.
If the terms outlined in this letter are acceptable to you and you are
willing to comply with the restrictions set forth above, please sign in the
space provided below and return an original to me. The second copy is for your
records.
This letter agreement may be executed in one or more counterparts, any
one of which need not contain the signatures of more than one party, but all
such counterparts taken together will constitute one and the same instrument.
Very truly yours,
By /s/ David J. Osdoba
Its V. P. Finance / CFO
Agreed to and acknowledged this 3rd day of July, 1999.
/s/ Sheldon T. Fleck
Sheldon T. Fleck
/s/ Terry K. Fleck
Terry K. Fleck
