<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
IVI PUBLISHING, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
450707 10 4
(CUSIP Number)
Wayne William Mills
The Colonnade, Suite 290
5500 Wayzata Boulevard
Golden Valley, Minnesota 55416
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Copy to:
William M. Mower, Esq.
Maslon Edelman Borman & Brand,
a Professional Limited Liability Partnership
3300 Norwest Center
Minneapolis, Minnesota 55402
OCTOBER 2, 1996
(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 13-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [x]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
Page 1 of 7
<PAGE> 2
SCHEDULE 13D
- -------------------------- ------------------------
Cusip No. 450707 10 4 Page 2 of 7 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
WAYNE WILLIAM MILLS TAMARA KOTTOM-MILLS
S.S. No. ###-##-#### S.S. No. ###-##-####
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds*
PF
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
USA
- --------------------------------------------------------------------------------
| 7 Sole Voting Power
Number of |
| 0
Shares |------------------------------------------------------------
| 8 Shared Voting Power
beneficially |
| 400,000
owned |------------------------------------------------------------
| 9 Sole Dispositive Power
by each |
| 0
reporting |------------------------------------------------------------
| 10 Shared Dispositive Power
person with: |
| 400,000
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
400,000 shares
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate amount in Row (11) Excludes Certain Shares*
[ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
5.3%
- --------------------------------------------------------------------------------
14 Type of Reporting Person*
IN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 7
<PAGE> 3
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D dated October 4, 1996 (the "Schedule
13D") relates to the Common Stock, $.01 par value per share (the "Common
Stock"), of IVI Publishing, Inc., a Minnesota corporation (the "Issuer"). The
address of the principal executive offices of the Issuer is 7500 Flying Cloud
Drive, Eden Prairie, Minnesota 55344.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is being filed by Wayne William Mills and
his wife, Tamara Kottom-Mills (the "Filing Persons"), individuals residing in
the State of Minnesota. The Filing Persons are making this filing because they
are the beneficial owners, pursuant to Rule 13d-3 under the Securities Exchange
Act of 1934 (the "Exchange Act"), of more than five percent (5%) of the
outstanding shares of Common Stock of the Issuer.
(b) The principal office of Mr. Mills is The Colonnade, Suite 290,
5500 Wayzata Boulevard, Golden Valley, Minnesota 55416. The residence of Mrs.
Mills is 5020 Blake Road, Edina, Minnesota 55436.
(c) Mr. Mills is an executive with R.J. Steichen & Company located
at the address listed in (b) above. Mrs. Mills is not employed outside the
home.
(d) - (e) During the last five years, neither Filing Person has been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) nor has either Filing Person been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which such individual was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting, or mandating activity subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) Both Reporting Persons are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price of the purchases identified in response
to Item 5(c) was $1,511,162.50. All such purchases were paid for with personal
funds. All securities identified in response to Item 5(c) were acquired by open
market purchases.
ITEM 4. PURPOSE OF TRANSACTION.
The Filing Persons purchased the Securities reported herein as an
investment. Although the Filing Persons have a present intention to purchase
additional securities from time to time, depending upon market conditions and
their evaluation of the Issuer's business and prospects, they may alternatively
determine to decrease or dispose of their investment in securities of the
Issuer, whether now owned or hereafter acquired, in privately negotiated or
open market transactions, on such terms and at such times as the Filing Persons
consider desirable. In make any such determination, the Filing
Page 3 of 7
<PAGE> 4
Persons will take into consideration other available business opportunities,
general economic conditions, monetary and stock market conditions, and future
developments affecting the Issuer.
The Filing Persons have not formed any specific intentions regarding:
(i) Any extraordinary corporate transaction such as a
merger, reorganization, or liquidation involving the Issuer or any of
its securities;
(ii) A sale or transfer of material amount of assets of
the Issuer or any of its subsidiaries;
(iii) Any change in the present Board of Directors or
management of the Issuer (including plans or proposals to change the
number or term of Directors or to fill any existing vacancies on the
Board;
(iv) Any material change in the present capitalization or
dividend policy of the Issuer;
(v) Any other material change in the Issuer's business or
corporate structure;
(vi) Changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other acts which may impede the
acquisition of control of the Issuer by any person;
(vii) Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in the NASDAQ market;
(viii) A class of the equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act; or
(ix) Any action similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Persons together beneficially own 400,000
shares of the outstanding Common Stock of the Issuer, representing
approximately 5.3% of the Common Stock (based upon 7,608,475 shares outstanding
on October 3, 1996).
(b) The Reporting Persons share voting and dispositive power with
respect to a total of 400,000 shares.
Page 4 of 7
<PAGE> 5
(c) Listed below are all transactions effected in the
Issuer's Common Stock by the Reporting Persons:
<TABLE>
<CAPTION>
Reporting Number of Shares Price per
Person Trade Date Share
---------------------------------------------------------------------------------------
<S> <C> <C> <C>
Wayne Mills 07/24/95 2,500 $ 8.00
Wayne Mills 08/03/95 2,500 7.65
Wayne Mills 08/09/95 10,000 7.80
Tamara Mills 08/09/95 7,500 7 3/4
Tamara Mills 08/14/95 2,500 7 9/16
Wayne Mills 06/21/96 25,000 8.40
Wayne Mills 06/25/96 15,000 6.90
Wayne Mills 06/25/96 5,000 8 11/16
Wayne Mills 07/22/96 80,000 4 5/8
Tamara Mills 07/31/96 20,000 3 3/8
Tamara Mills 08/08/96 10,000 2 7/8
Wayne Mills 08/12/96 100,000 1.45
Wayne Mills 08/27/96 59,000 2.85
Wayne Mills 09/24/96 30,000 2.89
Wayne Mills 10/02/96 31,000 3 1/32
--------
Total 400,000
=======
</TABLE>
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships between
the Filing Persons, on one hand, and any other person with respect to any
securities of the Issuer on the other hand.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement between the Reporting Persons relating to the filing of
joint acquisition statements pursuant to Rule 13d-1(f).
Page 5 of 7
<PAGE> 6
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: October 4, 1996
By /s/ Wayne William Mills
---------------------------
Wayne William Mills
By /s/ Tamara Kottom-Mills
---------------------------
Tamara Kottom-Mills
Page 6 of 7
<PAGE> 7
EXHIBIT 1
AGREEMENT
The undersigned hereby consent to the filing of this report on
Schedule 13D on behalf of each of them.
Dated: October 4, 1996
By /s/ Wayne William Mills
---------------------------
Wayne William Mills
By /s/ Tamara Kottom-Mills
---------------------------
Tamara Kottom-Mills
Page 7 of 7
