SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 4)*
Audio Book Club, Inc
- --------------------------------------------------------------------------------
Name of Issuer)
Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
05068R 10 8
(CUSIP Number)
Brad Shiffman, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue, New York, New York 10174 (212) 885-5442
- --------------------------------------------------------------------------------
Address and Telephone Number of Person Authorized to Receive Notice and
Communications)
September 27, 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>
SCHEDULE 13D/A
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CUSIP NO. 05068R-10-8 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Norton Herrick
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) [_]
OF A GROUP* (b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT [_]
TO ITEMS 2(d) OR 2(e)
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
7 SOLE VOTING POWER
3,507,189 (includes options, warrants and a convertible
note to acquire an aggregate of 3,489,989 shares of Common
Stock) as of September 30, 1999
NUMBER OF
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY EACH 0
REPORTING _________________________________________________________________
PERSON WITH 9 SOLE DISPOSITIVE POWER
4,484,109 (includes options, warrants and a
convertible note to acquire an aggregate of
3,498,989 shares of Common Stock) as of September
30, 1999
_________________________________________________________________
10 SHARED DISPOSITIVE POWER
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
4,484,109 (includes options, warrants and a note to
acquire an aggregate of 3,498,989 shares of Common
Stock) as of September 30,1999.
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT [X]
IN ROW (11) EXCLUDES CERTAIN
SHARES*
Does not include 2,714,180 shares held by N. Herrick
Irrevocable ABC Trust (the "N. Herrick Trust"), of which
Norton Herrick is the sole beneficiary and in which he
therefore may be deemed to have an economic interest. Mr.
Herrick does not have voting power or dispositive power with
respect to the 2,714,180 shares held by the N. Herrick
Trust.
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED
AMOUNT IN ROW (11)
35.5%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 5
<PAGE>
This Amendment is being filed solely to reflect a change in the Reporting
Person's beneficial ownership of the Common Stock, no par value (the "Common
Stock"), of Audio Book Club, Inc. (the "Company"). Except as amended hereby,
there has been no change in the information contained in the Schedule 13D, as
previously amended.
Item 3. Source and Amount of Funds or other Consideration.
Not Applicable
Item 4. Purpose of Transaction.
This Amendment reports transactions which resulted from the actions taken
by the Company's shareholders at an Annual Meeting of Shareholders on September
27, 1999, which were previously disclosed in the Company's Proxy Statement dated
August 30, 1999 and from the satisfaction of conditions set forth in the
December 1998 Letter and June 1999 Letter (each defined below). On September 27,
1999, the Reporting Person acquired warrants to purchase 125,000 shares of
Common Stock pursuant to a letter agreement dated June 11, 1999 with the Company
(the "June 1999 Letter"). In June 1999, the Reporting Person loaned the Company
$4.35 million under a convertible promissory note. The June 1999 Letter provided
that if this note was refinanced or replaced with debt or equity financing, the
Company would issue to the Reporting Person warrants (which are identical to the
warrants to purchase 500,000 shares issued to the Reporting Person in December
1998 (the "December Warrants")) to purchase 125,000 shares of Common Stock (the
"Additional Warrants"), upon receipt of approval of the Company's shareholders.
On September 27, 1999, the Company's shareholders approved certain terms of the
June 1999 Letter, including the issuance of the Additional Warrants.
On December 31, 1998, the Company borrowed $15 million from the Reporting
Person under a $15 million convertible promissory note (the "Note"). On December
31, 1998, the Company and the Reporting Person entered into a letter agreement
(the "December 1998 Letter") which provides that, if the Note is repaid,
replaced or refinanced, the Company would issue to the Reporting Person warrants
(which are identical to the December Warrants) to purchase 350,000 shares of
Common Stock, or a pro rata portion thereof if the Note is partially repaid,
replaced or refinanced. The December 1998 Letter also provides that if the Note
was not refinanced, replaced or repaid in full by September 30, 1999, upon
Page 3 of 5 Pages
<PAGE>
receipt of shareholder approval (i) the interest rate of the Note increases to
11%, except that no increase in the interest rate on the Note will be permitted
or may be effected prior to January 1, 2000, other than non-current pay interest
which accrues and is not payable in cash until final maturity of the Note, (ii)
the conversion price of the Note will be decreased to the lesser of $11.125 or
the average of the closing bid price of the Common Stock for the five trading
days prior to conversion and (iii) the exercise price of the December Warrants
(and other identical warrants which may have been or may be issued, including
the September Warrants (as defined below)) will be reduced (but not increased)
to the average of the 10 lowest closing bid prices of the Common Stock for the
30 trading days prior to the date that shareholder approval has been obtained,
but not below $8.00 per share. Shareholder approval of certain terms of the
December Letter, including the foregoing terms was obtained on September 27,
1999. As of September 30, 1999, $6 million principal amount of the Note has been
refinanced, repaid or replaced, which resulted in the Company issuing to the
Reporting Person warrants to purchase 140,000 shares of Common Stock (the
"September Warrants"). The exercise price of the December Warrants, the
Additional Warrants and the September Warrants was adjusted to $8.41.
Pursuant to the December 1998 Letter, the Company will be obligated to
issue to the Reporting Person warrants (identical to the December Warrants) to
purchase 210,000 shares of Common Stock at an exercise price of $8.41 if the
remaining $9,000,000 principal amount of the Note held by the Reporting Person
is refinanced, repaid or replaced.
Item 5. Interest in Securities of the Issuer.
As of September 30, 1999, the Reporting Person beneficially owned an
aggregate of 4,484,109 shares of Common Stock constituting approximately 35.5%
of the outstanding Common Stock.
See Items 7-11 of the cover sheet of this Amendment to this Schedule 13D.
Item 7. Materials to be filed as Exhibits.
None
Page 4 of 5 Pages
<PAGE>
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: October 8, 1999
/s/ Norton Herrick
-------------------------
Norton Herrick
Page 5 of 5 Pages
